STOCK-BASED COMPENSATION PLANS:

In May 2011, the Company's shareholders approved a 2,500,000 share increase in the number of shares of Class A common stock for awards which may be granted under the Omnibus Plan. As a result, the Omnibus Plan allows for the issuance of up to 6,187,500 shares of Class A common stock for awards, which include stock options, restricted stock, restricted stock units and any other form of award established by the Compensation Committee, in each case consistent with the plan’s purpose. Stock-based awards generally have three year requisite service periods and five year contractual terms. Any shares of common stock available for issuance under the predecessor plans (Amended and Restated 1996 Stock Option Plan, Stock Option Plan for Directors and Deferred Stock Plan for Non-Employee Directors) as of May 12, 2004, plus any shares which expire, are terminated or cancelled, are deemed available for issuance or reissuance under the Omnibus Plan. In total, at December 31, 2011, there remained 3,230,954 shares of Class A common stock available for future issuance under the Omnibus Plan.

A summary of option activity under the Omnibus Plan as of December 31, 2011 and changes during the year then ended is presented below:



	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in thousands)
Outstanding at beginning of year	1,801,467		$	31.77
Granted	226,304		55.78
Exercised	(548,359	)	30.56
Expired	(6,350	)	29.41
Forfeited	(13,373	)	35.03
Outstanding at end of year	1,459,689		$	35.93	2.4	$	36,002
Vested or expected to vest at end of year	1,453,897		$	35.86	2.4	$	35,960
Exercisable at end of year	934,204		$	32.67	1.7	$	26,077

The weighted average grant date fair value of options granted during the years ended December 31, 2011, 2010 and 2009 was $15.76, $10.76 and $8.63, respectively. The total intrinsic value of options exercised during the years ended December 31, 2011, 2010 and 2009 was $14.9 million, $10.8 million and $3.7 million, respectively.

The Company determines the fair value of each option award on the date of grant using the Black-Scholes option pricing model. There are six input variables to the Black-Scholes model: stock price, strike price, volatility, term, risk-free interest rate and dividend yield. Both the stock price and strike price inputs are typically the closing stock price on the date of grant. The assumption for expected future volatility is based on a combination of historical and implied volatility of the Company’s Class A common stock. The expected term of options is derived from the vesting period of the award, as well as historical exercise data, and represents the period of time that options granted are expected to be outstanding. The expected risk-free rate is calculated using the United States Treasury yield curve over the expected term of the option. The expected dividend yield is 0% for all periods presented, based upon the Company’s historical practice of not paying cash dividends on its common stock. The Company uses historical data, as well as management’s current expectations, to estimate forfeitures.

The following weighted average assumptions were used to estimate the grant date fair value of options granted during the years ended December 31, 2011, 2010 and 2009 using the Black-Scholes option pricing model:



	2011		2010		2009
Risk-free interest rate	1.05	%	1.25	%	1.62	%
Expected dividend yield	0.00	%	0.00	%	0.00	%
Expected term (in years)	3.90		3.50		3.60
Expected volatility	35	%	37	%	40	%

The Company determines fair value of its restricted stock and restricted stock units based on the closing stock price on the date of grant.

The following table summarizes the Company’s restricted stock as of December 31, 2011 and changes during the year then ended:



	Shares		Weighted Average Grant Date Fair Value
Non-vested at beginning of year	187,436		$	35.31
Granted	77,152		56.03
Vested	(82,345	)	35.08
Forfeited	(3,339	)	39.47
Non-vested at end of year	178,904		$	44.27

The weighted average grant date fair value of restricted stock granted during the years ended December 31, 2011, 2010 and 2009 was $56.03, $37.59 and $27.42, respectively. The total intrinsic value of restricted stock that vested during the years ended December 31, 2011, 2010 and 2009 was $4.4 million, $2.1 million and $1.8 million, respectively.

The following table summarizes the Company’s restricted stock units as of December 31, 2011 and changes during the year then ended:



	Shares		Weighted Average Grant Date Fair Value
Non-vested at beginning of year	13,155		$	36.49
Granted	8,815		56.17
Vested	(4,870	)	36.05
Forfeited	(1,184	)	42.39
Non-vested at end of year	15,916		$	47.08

The weighted average grant date fair value of restricted stock units granted during the years ended December 31, 2011 and 2010 was $56.17 and $35.96, respectively. The total intrinsic value of restricted stock units that vested during the years ended December 31, 2011 and 2010 was $0.3 million and less than $0.1 million, respectively.

For the year ended December 31, 2011, compensation cost from equity awards was $7.7 million. Total compensation costs related to non-vested awards not yet recognized was $8.9 million as of December 31, 2011, which will be recognized over the next three years with a weighted average period of 1.2 years. The total income tax benefit recognized in the consolidated statement of operations for equity awards was $2.6 million for the year ended December 31, 2011.

For the year ended December 31, 2010, compensation cost from equity awards was $7.1 million. The total income tax benefit recognized in the consolidated statement of operations for equity awards was $2.5 million for the year ended December 31, 2010.

For the year ended December 31, 2009, compensation cost from equity awards was $6.5 million. The total income tax benefit recognized in the consolidated income statement for equity awards was $1.8 million for the year ended December 31, 2009.

The total income tax benefit realized from the exercise of equity awards was $5.0 million, $4.3 million and $2.6 million for the years ended December 31, 2011, 2010 and 2009, respectively.

The Company has reserved 1,265,625 shares of Class A common stock that the Company may sell to its full-time employees under its Employee Stock Purchase Plan (ESPP) at 90% of the stock’s market price at date of purchase. At December 31, 2011, 169,196 shares had been purchased under this plan. The Company recorded compensation expense for the 10% purchase discount of less than $0.1 million in each of the years ended December 31, 2011, 2010 and 2009.