Stock Based Compensation

9 Months Ended

Sep. 30, 2011

Stock Based Compensation

6. Stock Based Compensation

The CARBO Ceramics Inc. Omnibus Incentive Plan (the “Omnibus Incentive Plan”), which replaced the previously expired restricted stock and stock option plans, provides for granting of cash-based awards, stock options (both non-qualified and incentive) and other equity-based awards (including stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units) to employees and non-employee directors. The amount paid under the Omnibus Incentive Plan to any single participant in any calendar year with respect to any cash-based award shall not exceed $2,000. Awards may be granted with respect to a number of shares of the Company’s Common Stock that in the aggregate does not exceed 750,000 shares prior to the fifth anniversary of its effective date, plus (i) the number of shares that are forfeited, cancelled or returned, and (ii) the number of shares that are withheld from the participants to satisfy an option exercise price or minimum statutory tax withholding obligations. No more than 50,000 shares may be granted to any single participant in any calendar year. Equity-based awards may be subject to performance-based and/or service-based conditions. With respect to stock options and stock appreciation rights granted, the exercise price shall not be less than the market value of the underlying Common Stock on the date of grant. The maximum term of an option is ten years. Restricted stock awards granted generally vest (i.e., transfer and forfeiture restrictions on these shares are lifted) proportionately on each of the first three anniversaries of the grant date, but subject to certain limitations, awards may specify other vesting periods. As of September 30, 2011, 615,186 shares were available for issuance under the Omnibus Incentive Plan. Although the Company’s previous restricted stock and stock option plans have expired, outstanding options and unvested shares granted under these plans remain outstanding in accordance with their terms.

The Company also had a Director Deferred Fee Plan (the “Plan”), which terminated on January 19, 2010, that permitted non-employee directors of the Company to defer receipt of cash compensation for service as a director and to receive those fees in the form of the Company’s Common Stock on a specified later date that was on or after the director’s retirement from the Board of Directors. In January 2011, a total of 4,058 shares were issued in full payment of $171 of deferred fees remaining under the Plan to electing directors.

A summary of stock option activity and related information for the nine months ended September 30, 2011 is presented below:

	Options			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Outstanding at January 1, 2011		5,900		$	22.04
Granted		—			—
Exercised		(3,475	)	$	21.83
Forfeited		—			—
Outstanding at September 30, 2011		2,425		$	22.35	$	194
Exercisable at September 30, 2011		2,425		$	22.35	$	194

As of September 30, 2011, all compensation cost related to stock options granted under the expired stock option plans has been recognized. The weighted-average remaining contractual term of options outstanding at September 30, 2011 was 1 year. The total intrinsic value of options exercised during the nine months ended September 30, 2011 was $346.

A summary of restricted stock activity and related information for the nine months ended September 30, 2011 is presented below:

	Shares			Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2011		134,276		$	51.20
Granted		54,740		$	104.07
Vested		(53,321	)	$	47.01
Forfeited		(2,006	)	$	75.91
Nonvested at September 30, 2011		133,689		$	74.15

As of September 30, 2011, there was $5,720 of total unrecognized compensation cost, net of estimated forfeitures, related to restricted shares granted under the restricted stock plans. That cost is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of shares vested during the nine months ended September 30, 2011 was $2,507.

The Company also had an International Long-Term Incentive Plan that provided for granting units of stock appreciation rights (“SARs”) or phantom shares to key international employees. This plan was replaced by the Omnibus Incentive Plan. One-third of the units subject to an award vests and ceases to be forfeitable on each of the first three anniversaries of the grant date. Participants awarded units of SARs have the right to receive an amount, in cash, equal to the excess of the fair market value of a share of Common Stock as of the vesting date, or in some cases on a later exercise date chosen by the participant, over the exercise price. Participants awarded units of phantom shares are entitled to a lump sum cash payment equal to the fair market value of a share of Common Stock on the vesting date. In no event will Common Stock of the Company be issued under either plan with regard to outstanding SARs or phantom shares. As of September 30, 2011, there were 21,565 units of phantom shares granted under the plans, of which 12,487 have vested and 790 have been forfeited, with a total value of $850, the vested portion of which is recorded as a liability within Other Accrued Expenses.