11	STOCK BENEFIT PLAN

Description of Stock Benefit Plans

The Company has established stock benefit plans for the purpose of attracting and retaining the services of individuals who are important to the future success of the Company, including key employees, non-employee Directors and other key persons, and to provide them with increased motivation and incentive to exert their best efforts to enhance the long term value of the Company by enlarging their personal stake in its success.

On May 3, 2011, the stockholders of the Company approved the 2011 Stock Benefit Plan (the "2011 Plan"). The types of awards that may be granted under the 2011 Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, and dividend equivalent rights. The 2011 Plan includes an authorization to issue up to 3,000,000 newly authorized shares of the Company's common stock plus the number of shares available for grant under the 2008 Stock Benefit Plan, which were 515,340 as of December 31, 2011. The grant of a stock option or stock appreciation right is deemed, for purposes of determining the number of shares available under the 2011 Plan, as an award of one share of common stock for each share of common stock subject to the option or stock appreciation right. The grant of any full value awards (awards other than stock options or stock appreciation rights) is deemed, for purposes of determining the number of shares available under the 2011 Plan, as an award of 4.28 shares of common stock for each share of common stock subject to the award. Any forfeitures or cancellations of awards will be returned to the reserved pool under the 2011 Plan in the same manner. As of December 31, 2011, awards of 206 shares which have been forfeited or cancelled have been returned to the 2011 Plan and are available for future grants. The 2011 Plan succeeds previous plans as described below.

The Company's 1994 Stock Benefit Plan (the "1994 Plan") was adopted by the Company at the time of its initial public offering. On February 1, 2000, the Company adopted the 2000 Stock Benefit Plan, which was subsequently amended (the "2000 Plan"). On May 6, 2003, the Company adopted the 2003 Stock Benefit Plan and on May 6, 2005, the shareholders approved the Amended and Restated 2003 Stock Benefit Plan (the "2003 Plan"). On May 1, 2008, the Company adopted the 2008 Stock Benefit Plan (the "2008 Plan"). Participants in each of the above referenced plans (the "Previous Plans") included officers, non-employee Directors, and key employees of the Company. The Previous Plans allowed for the award of options, stock appreciation rights and restricted stock; though, no stock appreciation rights were awarded. No additional awards will be issued under the Previous Plans.

The 2008 Plan limited the number of shares issuable under the plan to 2,450,000. Stock options awarded reduced the number of shares available for awards by one share for every one share granted. Awards of restricted stock reduced the number of shares available for award by one share for every one share awarded, up to 250,000; beyond that, restricted stock reduced the number of shares available for award by 3.5 shares for every one share awarded. During 2009 and 2010, the number of options and shares of restricted stock issued to each non-employee Director were subject to a 2008 Plan provision that they not exceed 6,000 options and 2,000 shares.

Awards granted to employees and non-employee Directors under the all stock benefit plans are as follows:


	Employee Awards						Non-Employee Director Awards
Name of Plan	Stock Options Granted		Restricted Stock Granted		Total Granted		Stock Options Granted		Restricted Stock Granted		Total Granted		Available for Future Grant of Awards
1994 Plan		1,542,381		—		1,542,381		153,654		—		153,654		—
2000 Plan		2,101,220		350,702		2,451,922		163,760		2,700		166,460		—
2003 Plan		2,737,142		96,822		2,833,964		217,723		28,935		246,658		—
2008 Plan		1,354,837		290,131		1,644,968		134,146		36,313		170,459		—
2011 Plan		166,810		87,913		254,723		—		9,464		9,464		2,931,962

Terms and provisions applicable to an award granted, including vesting provisions, are specified in an award certificate. Options granted under the 2011 Plan and the 2008 Plan during the years 2011, 2010 and 2009, vest 20% for each year of service until 100% vested on the fifth anniversary and expire after ten years from the date of grant. The exercise price per share for stock options issued under all of the stock benefit plans may not be less than 100% of the closing price of a share of common stock on the date the stock option is granted. Restricted stock awards granted to Directors vest 100% on the fifth anniversary of the date of grant. All of the 87,913, 108,252 and 114,078 restricted stock awards granted to employees during 2011, 2010 and 2009 vest 25% on each anniversary of the date of grant for a period of four years. The Company has a policy of issuing new shares upon the exercise of stock options and upon the vesting of restricted stock.

Stock Options

Stock-based compensation cost for stock options is estimated at the grant date based on each option's fair value as calculated using the Black-Scholes option pricing model, which incorporates various assumptions including expected dividend yields, volatility, lives and interest rates. The Company recognizes stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period. In determining the service period, the Company considers service requirements, the vesting period and retirement eligibility of the grantee. Authoritative guidance requires the estimation of forfeitures when recognizing compensation expense and that this estimate of forfeitures be adjusted over the requisite service period should actual forfeitures differ from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and impacts the amount of unamortized compensation expense to be recognized in future periods.

The following weighted average assumptions were used for the years ended December 31, 2011, 2010 and 2009:


Assumption	2011			2010			2009

Expected dividend yield		4.32	%		5.87	%		6.93	%
Expected volatility		25.98	%		19.31	%		31.33	%
Expected lives of the employee options		6.0 Years			5.7 Years			5.7 Years
Expected lives of the director options		—			6.7 Years			4.9 Years
Risk free interest rate		2.36	%		2.75	%		2.46	%

The expected dividend yield was based on the historical dividend growth rates and the historical annual dividends. The expected volatility was based on the historical volatility of the Company's common stock. The weighted average expected option lives, for both employee and director options, with a lifetime of ten years, was based on the Company's historical data for prior period stock option exercise and cancellation activity. The risk free interest rates for the expected life of the options were based on the implied U.S. Treasury yield curve.

A summary of stock option activity for the year ended December 31, 2011 is as follows:


	Number of Options			Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Term in Years		Aggregate Intrinsic Value

Options outstanding at December 31, 2010		3,169,105		$	44.98

Granted		166,810			62.09
Exercised		(540,667	)		44.10
Cancelled		(20,876	)		50.10

Options outstanding at December 31, 2011		2,774,372		$	46.14		5.6	$	31,711

Options exercisable at December 31, 2011		1,695,451		$	45.28		4.4	$	20,837

A summary of unvested stock option activity for the year ended December 31, 2011 is as follows:


	Number of Options			Weighted Average Exercise Price Per Option

Unvested stock options at December 31, 2010		1,391,013		$	45.75
Granted		166,810			62.09
Vested		(458,026	)		47.43
Cancelled		(20,876	)		50.10

Unvested stock options at December 31, 2011		1,078,921		$	47.48

As of December 31, 2011, there was $2,035 of total unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 1.72 years.

A summary of stock option activity for the years ended December 31, 2011, 2010 and 2009 is as follows:


	2011		2010		2009
Stock-based compensation costs recognized	$	2,813	$	2,818	$	3,289
Fair value of options vested		2,562		2,457		2,385
Cash received from the exercise of options		23,843		14,090		5,904
Intrinsic value of options exercised		9,288		5,723		1,348
Number of options granted to employees		166,810		352,454		535,056
Number of options granted to Directors		—		48,490		54,000
Grant date fair value of options granted to employees, per share	$	9.95	$	4.14	$	4.76
Grant date fair value of options granted to Directors, per share		—		4.33		4.72

Restricted Stock

Stock-based compensation cost for restricted stock is measured based on the closing price of the Company's common stock on the date of grant and is recognized ratably on a straight-line basis over the requisite service period. In determining the service period, the Company considers service requirements, the vesting period and retirement eligibility of the grantee.

A summary of restricted stock activity for the year ended December 31, 2011 is as follows:


	Number of Shares			Weighted Average Grant Date Fair Value Per Share

Restricted stock outstanding and unvested at December 31, 2010		283,215		$	44.58
Granted		97,377			62.09
Vested and issued		(85,327	)		45.26
Cancelled		(5,817	)		43.64

Restricted stock outstanding and unvested at December 31, 2011		289,448		$	50.29

As of December 31, 2011, there was $5,781 of total unrecognized compensation cost related to unvested restricted stock that is expected to be recognized over a weighted-average period of 2.33 years.

A summary of restricted stock activity for the years ended December 31, 2011, 2010 and 2009 is as follows:


	2011		2010		2009
Stock-based compensation costs recognized	$	6,226	$	4,527	$	3,549
Fair value of restricted shares vested		5,246		3,447		1,749
Number of restricted shares granted to employees		87,913		108,252		114,078
Number of restricted shares granted to Directors		9,464		12,760		14,769
Weighted average price of shares granted, per share	$	62.09	$	49.35	$	33.90