15. Stock-Based Compensation

On April 16, 2003, the Company's Board of Directors adopted and approved the 2003 Long Term Incentive Compensation Plan (the "2003 Plan"). On May 22, 2003, the Company's shareholders approved the 2003 Plan. The 2003 Plan was effective June 1, 2003 and permitted the grant of options to purchase common stock and other market-based and performance-based awards. Up to 12,000,000 shares of common stock were available for awards under the 2003 Plan. The 2003 Plan provided for the granting of both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock options, which do not so qualify. The exercise price per share may be no less than (i) 100% of the fair market value of the common stock on the date an option is granted for incentive stock options and (ii) 85% of the fair market value of the common stock on the date an option is granted for nonqualified stock options. This plan will remain in place until it terminates in 2013. However the shares which remained available for issuance under such plan as of November 12, 2008 are no longer available for issuance and all future equity awards will be pursuant to the 2008 Long Term Incentive Compensation Plan (the "2008 Plan") described below.

On August 20, 2008, the Company's Board of Directors adopted and approved the 2008 Plan. On November 12, 2008, the Company's shareholders approved the 2008 Plan. The 2008 Plan permits the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights, restricted stock, phantom stock units and other equity and cash awards to employees. Non-employee directors are eligible to receive all such awards, other than incentive stock options. On June 9, 2011, the Company's shareholders approved an amendment to the 2008 Plan to increase the aggregate number of shares of common stock that may be issued by 2,350,000 to 9,250,000. Awards of stock options and stock appreciation rights will be counted against the 9,250,000 limit as one share of common stock for each share granted. However, each share awarded in the form of restricted stock, or any other full value stock award, will be counted as issuing 2.44 shares of common stock for purposes of determining the number of shares available for issuance under the plan. Any awards that are not settled in shares of common stock shall not count against this limit. At December 31, 2012, there were 1,487,780 options available for future grants under the 2008 Plan.

Stock options that expire between January 12, 2013 and April 19, 2019, have been granted to officers, directors and employees to purchase common stock at prices ranging from $11.88 to $61.82 per share. All options were granted at the fair market value of the common stock on the date the options were granted. The Company issues new authorized common shares to satisfy stock option exercises as well as restricted stock lapses.

The following table contains information on stock options issued under the plans for the three-year period ended December 31, 2012:

			Weighted-Average Exercise Price			Aggregate Intrinsic Value (in thousands)

Outstanding at December 31, 2009	9,966,125		$	27.83	5.67	$	33,038
Granted	1,868,500			27.19
Exercised	(823,056	)		13.96
Canceled	(177,125	)		28.84

Outstanding at December 31, 2010	10,834,444		$	28.75	5.16	$	76,807
Granted	1,631,000			35.47
Exercised	(695,915	)		24.02
Canceled	(161,500	)		26.96

Outstanding at December 31, 2011	11,608,029		$	30.00	4.53	$	100,337
Granted	1,466,000			38.11
Exercised	(1,241,091	)		25.98
Canceled	(27,250	)		28.41

Outstanding at December 31, 2012	11,805,688		$	31.44	3.97	$	208,848

Included in the above are common stock options that were issued in 2003 to the Company's Chairman outside of the Company's stock option plans. These options were issued at $7.95 per share, and were exercisable through February 6, 2013. At December 31, 2011 and 2010, the number of these common stock options that were outstanding was 23,750, and they were exercised on November 9, 2012.

The weighted-average grant-date fair value of options granted during the years ended December 31, 2012, 2011 and 2010 were $17.19, $16.68, and $12.92, respectively.

Exercisable at December 31,		Weighted-Average Exercise Price

2012	7,892,688	$	30.55
2011	7,490,154		30.26
2010	6,586,882		29.85

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2012, 2011 and 2010 was $23.2 million, $9.5 million, and $15.1 million, respectively.

At December 31, 2012, there were 7,892,688 shares that were exercisable, with a weighted-average exercise price of $30.55, a weighted-average remaining contractual term of 3.47 years, and an aggregate intrinsic value of $146.7 million.

The following table summarizes information about stock options outstanding at December 31, 2012:

	Exercise Price Range						Total

	$11.88 to $29.22		$29.34 to $35.15		$35.75 to $61.82		$11.88 to $61.82
Outstanding options
Number outstanding		4,779,919		4,116,268		2,909,501		11,805,688
Weighted-average remaining contractual life (years)		2.90		4.43		5.08		3.97
Weighted-average exercise price	$	25.29	$	32.68	$	39.78	$	31.44
Exercisable options
Number outstanding		3,535,544		3,033,643		1,323,501		7,892,688
Weighted-average exercise price	$	25.27	$	31.81	$	41.75	$	30.55

The following table contains information on restricted stock awards issued under the plans for the three-year period ended December 31, 2012:



Outstanding at December 31, 2009	552,690
Awarded	165,110
Released	(203,734	)
Canceled	(20,000	)

Outstanding at December 31, 2010	494,066
Awarded	97,005
Released	(234,772	)
Canceled	(1,010	)

Outstanding at December 31, 2011	355,289
Awarded	—
Released	(144,762	)
Canceled	—

Outstanding at December 31, 2012	210,527

Compensation costs related to stock-based compensation for the years ended December 31, 2012, 2011 and 2010 totaled $28.6 million pre-tax ($19.9 million after-tax), $24.7 million pre-tax ($17.8 million after-tax) and $26.0 million pre-tax ($19.1 million after-tax), respectively, and are included within the consolidated statements of operations under general and administrative expense.

At December 31, 2012 and 2011, the total compensation cost related to nonvested awards not yet recognized equaled $35.0 million and $40.1 million, respectively, including $33.3 million and $34.2 million for stock options, respectively, and $1.7 million and $5.9 million for restricted stock, respectively. This cost is expected to be recognized over the remaining vesting periods, which will not exceed five years.

Beginning in the fourth quarter of 2010, the Company began issuing cash-settled phantom stock unit awards, which vest over a period of four to five years. Cash-settled phantom stock unit awards entitle employees and directors to receive cash based on the fair value of the Company's common stock on the vesting date. These phantom stock unit awards are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period in accordance with ASC 718-30 "Compensation—Stock Compensation, Awards Classified as Liabilities." As of December 31, 2012, there was $13.8 million of total unrecognized compensation cost that will be recognized over the grants remaining weighted average vesting period of 2.88 years. For the years ended December 31, 2012, 2011 and 2010, the Company recognized $5.9 million, $2.1 million and $0.4 million, respectively, of compensation expense associated with these awards.

Additionally, starting in 2011, the Company has issued stock appreciation rights to certain employees, which vest over a period of four years. The Company's stock appreciation rights are accounted for as liability awards since they will be settled in cash. The fair value of these awards is calculated during each reporting period and estimated using the Black-Scholes option pricing model based on the various inputs discussed previously. As of December 31, 2012, there was $11.4 million of total unrecognized compensation cost that will be recognized over the awards remaining weighted average vesting period of 2.75 years. For the years ended December 31, 2012 and 2011, the Company recognized $4.4 million and $1.4 million, respectively, of compensation expense associated with these awards.