13. Equity Compensation Plans

Stock Incentive Plans

Summary of Stock Incentive Plans. As of December 31, 2011, we have three stock incentive plans, as summarized below:


Plan	Shares Reserved For Issuance		Shares Available For Issuance
1997 Director Plan(1)		—		—
2005 Plan(2)		15,800,000		7,681,170

Total stockholder approved		15,800,000		7,681,170
2001 Plan(3)		—		—

Total		15,800,000		7,681,170

(1)	The Stock Option Plan for Non-Employee Directors (the "1997 Director Plan") was adopted upon stockholder approval. No further grants may be made under the 1997 Director Plan, but any stock awards outstanding under the 1997 Director Plan remain in effect in accordance with their respective terms.

(2)

The 2005 Stock Incentive Plan was adopted upon stockholder approval. In 2011, our stockholders approved the amended and restated 2005 Stock Incentive Plan (the "2005 Plan"), which included an increase in the number of shares that may be issued under the plan from 12,400,000 shares to 15,800,000 shares. The shares available under the 2005 Plan have been reserved for issuance to officers and other key employees of our company and its subsidiaries and to non-employee directors of our company in the form of stock options, stock appreciation rights, performance unit awards, restricted stock awards, or stock bonus awards. Shares granted under the 2005 Plan in the form of a performance unit award, restricted stock award or stock bonus award are counted toward the aggregate number of shares of common stock available for issuance under the 2005 Plan as two shares for every one share granted or issued in payment of such award.

(3)	The 2001 Stock Incentive Plan (the "2001 Plan") was adopted without stockholder approval. No further grants may be made under the 2001 Plan, but any stock awards outstanding under the 2001 Plan remain in effect in accordance with their respective terms.

Restricted Stock. We generally issue new shares (versus treasury shares) to fulfill restricted stock award grants. Restricted stock awards are granted at no cost to the recipient. Historically, our restricted stock awards have vested annually over four years with no restrictions other than the passage of time (i.e., the shares are released upon calendar vesting with no further restrictions) ("Time-Based Awards"). Unvested Time-Based Awards are typically forfeited and cancelled upon termination of employment with our company. Certain Time-Based Awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment. The fair value of the Time-Based Awards (determined by using the closing market price of our common stock on the grant date) is charged to expense on a straight-line basis over the requisite service period for the entire award.

We also issue restricted stock shares to key members of management that vest in equal installments over three years upon meeting either pre-established financial performance objectives or pre-established stock price objectives ("Performance-Based Awards"). The structure of the performance goals for the Performance-Based Awards has been approved by our stockholders. The Performance-Based Awards become fully vested upon a change in control, as defined, and the subsequent involuntary termination of employment. The fair value of the Performance-Based Awards (determined by using the closing market price of our common stock on the grant date) is charged to expense on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award is, in-substance, multiple awards.

A summary of our unvested restricted stock activity during 2011 is as follows:


	2011
	Shares			Weighted- Average Grant Date Fair Value
Unvested awards, January 1, 2011		1,803,971		$	17.19
Awards granted		722,073			18.87
Awards forfeited/cancelled		(191,019	)		17.42
Awards vested		(714,631	)		17.29

Unvested awards, December 31, 2011		1,620,394		$	17.87

The weighted-average grant date fair value per share of restricted stock shares granted during 2011, 2010, and 2009, was $18.87, $19.73, and $14.48, respectively. The total market value of restricted stock shares vesting during 2011, 2010, and 2009 was $13.5 million, $14.4 million, and $8.5 million, respectively.

Stock Options. In 2003, we began primarily granting restricted stock awards instead of stock options to employees and non-employee directors under our equity compensation plans. Historically, stock option awards were granted with an exercise price equal to the fair value of our common stock as of the date of grant and typically vested over four years, with a maximum term of ten years. No stock options were awarded during 2011, 2010, or 2009.

1996 Employee Stock Purchase Plan

As of December 31, 2011, we had an employee stock purchase plan whereby shares of our common stock have been reserved for sale to our employees through payroll deductions. In 2011, our stockholders approved the amended and restated 1996 Employee Stock Purchase Plan, which included an increase in the number of shares reserved for sales to our employees from 958,043 shares to 1,708,043 shares. The price for shares purchased under the plan is 85% of market value on the last day of the purchase period. Purchases are made at the end of each month. During 2011, 2010, and 2009, 102,147, 70,595, and 88,368 shares, respectively, were purchased under the plan for $1.4 million ($10.74 to $18.05 per share), $1.2 million ($15.50 to $19.31 per share), and $1.1 million, ($11.25 to $16.46 per share), respectively. As of December 31, 2011, 723,338 shares remain eligible for purchase under the plan.

Stock-Based Compensation Expense

We recorded stock-based compensation expense of $12.2 million, $12.3 million, and $12.6 million, respectively, for 2011, 2010, and 2009. As of December 31, 2011, there was $19.4 million of total compensation cost related to unvested awards not yet recognized. That cost, excluding the impact of forfeitures, is expected to be recognized over a weighted-average period of 2.5 years.

We recorded a deferred income tax benefit related to stock-based compensation expense during 2011, 2010, and 2009, of $4.4 million, $4.6 million, and $4.9 million, respectively. The actual income tax benefit realized for the tax deductions from stock option exercises and vesting of restricted stock for 2011, 2010, and 2009, totaled $5.1 million, $5.5 million, and $3.4 million, respectively.