STOCK BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

We have stock based compensation programs under which awards, including stock options, restricted stock, restricted share units and unrestricted shares, may be granted to employees, consultants and non-employee directors.

During the nine months ended March 31, 2012, 235,824 shares of restricted stock and restricted share units were granted with an estimated grant date value of $8,364. Included in these grants were 85,363 restricted shares and restricted share units granted under the Company’s 2012-2013 Long-term Incentive Plan, 42,683 of which are subject to the achievement of minimum performance goals established under that plan (see “Long-Term Incentive Plan,” below). There were no stock options granted during the nine month period.

Compensation cost and related income tax benefits recognized in the Company’s condensed consolidated statements of operations for stock based compensation plans were as follows:



	Three Months Ended March 31,				Nine Months Ended March 31,
	2012		2011		2012		2011
Compensation cost (included in selling, general and administrative expense)	$	2,558	$	3,377	$	6,321	$	7,288
Related income tax benefit	$	868	$	1,174	$	2,241	$	2,438

Stock Options

A summary of our stock option activity for the nine months ended March 31, 2012 is as follows:



	Options		Weighted Average Exercise Price		Weighted Average Contractual Life	Aggregate Intrinsic Value
Options outstanding June 30, 2011	3,497,752		$	17.35
Granted	—		—
Exercised	(683,997	)	15.36
Canceled and expired	(3,150	)	16.13
Options outstanding March 31, 2012	2,810,605		$	17.83	3.23	$	73,015
Options exercisable at March 31, 2012	2,372,104		$	17.56	3.13	$	62,265

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the closing stock price on the last day of trading in the nine month period ended March 31, 2012 and the exercise price) that would have been received by the option holders had all options been exercised on March 31, 2012. This value will change based on the fair market value of the Company’s common stock.

For the nine months ended March 31,



	2012		2011
Intrinsic value of options exercised	$	15,422	$	5,246
Cash received from stock option exercises	$	10,509	$	8,224
Tax benefit recognized from stock option exercises	$	5,477	$	2,046

At March 31, 2012 there was $900 of unrecognized compensation expense related to stock option awards, which will be recognized over a weighted average period of approximately 1.2 years.

Restricted Stock

A summary of our non-vested restricted stock awards and activity for the nine months ended March 31, 2012 were as follows:



	Number of Shares and Units		Weighted Average Grant Date Fair Value (per share)
Non-vested restricted stock and restricted share units – June 30, 2011	407,231		$	22.43
Granted	235,824		35.47
Vested	(127,820	)	17.52
Forfeited	(17,378	)	26.51
Non-vested restricted stock and restricted share units – March 31, 2012	497,857		$	29.72

For the nine months ended March 31,



	2012		2011
Fair value of restricted stock and restricted share units granted	$	8,364	$	7,055
Fair value of shares vested	$	4,805	$	3,457
Tax benefit recognized from restricted shares vesting	$	1,800	$	1,198

At March 31, 2012, $9,267 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards is expected to be recognized over a weighted-average period of approximately 1.7 years.

There were 6,870,159 shares of Common Stock reserved for future issuance in connection with stock based awards as of March 31, 2012.

Long-Term Incentive Plan

The Company adopted, beginning in fiscal 2010, a long-term incentive program, (the “LTI Plan”). The LTI Plan currently consists of two two-year performance-based long-term incentive plans (the “2011-2012 LTIP” and the “2012-2013 LTIP”) that provide for a combination of equity grants and performance awards that can be earned over the two year period. The initial two-year long-term incentive plan (the “2010-2011 LTIP”) concluded in fiscal 2011. Participants in the LTI Plan include our executive officers, including the Chief Executive Officer, and certain other key executives.

The Compensation Committee administers the LTI Plan and is responsible for, among other items, establishing the target values of awards to participants and selecting the specific performance factors for such awards. At the end of each performance period, the Compensation Committee determines, at its sole discretion, the specific payout to each participant. Such awards may be paid in cash and/or unrestricted shares of the Company’s common stock at the discretion of the Compensation Committee. Upon the adoption of each two year plan, the Compensation Committee granted an initial award to each participant in the form of equity-based instruments (either restricted stock or stock options), for a portion of the individual target awards (the “Initial Equity Grants”). These Initial Equity Grants are subject to time vesting requirements, and a portion of the 2011-2012 LTIP and 2012-2013 LTIP related grants are also subject to the achievement of minimum performance goals. The Initial Equity Grants are expensed over the respective vesting periods on a straight-line basis. The payment of the actual awards earned at the end of the applicable performance period, if any, will be reduced by the value of the Initial Equity Grants.

The Compensation Committee determined that the target values set under the 2010-2011 LTIP were achieved and approved the payment of awards to the participants. The awards totaled $7,825 after deducting the value of the Initial Equity Grants and were settled by the issuance of 63,099 unrestricted shares of the Company’s common stock and $5,869 in cash in fiscal 2012. The Company has determined that the achievement of certain of the performance goals for the 2011-2012 LTIP and 2012-2013 LTIP are probable and, accordingly, recorded expense (in addition to the expense associated with the Initial Equity Grants) of $1,751 for the three months and $5,317 for the nine months ended March 31, 2012 related to these plans. There was $2,072 and $5,771, respectively, of expense recorded for the three months and nine months ended March 31, 2011 with respect to our LTI Plan.