SHARE-BASED COMPENSATION

3 Months Ended

Jun. 30, 2013

SHARE-BASED COMPENSATION [Abstract]

SHARE-BASED COMPENSATION

10. SHARE-BASED COMPENSATION

Share-Based Plans

We have share-based awards outstanding under the followingplans: (1) the Amended and Restated 1998 Stock Incentive Plan (the “Amended LTIP (2003)”), (2) the 2008 Non-Employee Director Long-Term Incentive Plan (“2008 Director LTIP”), (3) the 2008 Employee Long-Term Incentive Plan (“2008 Employee LTIP”) and (4) the 2012 Employee Long-Term Incentive Plan ("2012 Employee LTIP"). All the share-based plans defined fair market value as the previous trading day's closing price when the grant date falls on a date the stock was not traded.

For a summary of descriptions and vesting periods of the Amended LTIP (2003), the 2008 Director LTIP, the 2008 Employee LTIP, and the 2012 Employee LTIP discussed above, refer to our 2013 Annual Report.

Stock Option Activity

During the three months ended June 30, 2013 and 2012, there were no stock options granted. A summary of stock option activity during the three months ended June 30, 2013 is as follows:

	Number of Shares		Exercise Price Range		Weighted Average Exercise Price		Weighted Average Contractual Life Remaining (in years)		Aggregate Intrinsic Value
Outstanding, April 1, 2013		40,000	$	12.73 - $15.25	$	13.99
Options exercised (1)		-
Outstanding, June 30, 2013		40,000	$	12.73 - $15.25	$	13.99		1.2	$	1,836,000
Vested at June 30, 2013		40,000			$	13.99		1.2	$	1,836,000
Exercisable at June 30, 2013		40,000			$	13.99		1.2	$	1,836,000

(1) No stock options were exercised during the three months ended June 30, 2013.

Additional information regarding stock options outstanding as of June 30, 2013 is as follows:

		Options Outstanding and Exercisable
Range of Exercise Prices		Options Outstanding		Weighted Average Exercise Price per Share		Weighted Average Contractual Life Remaining (in years)
	$12.73		20,000	$	12.73		2.2
	$15.25		20,000	$	15.25		0.2
	$12.73 - $15.25		40,000	$	13.99		1.2

We issue shares from our authorized but unissued common stock to satisfy stock option exercises.  At June 30, 2013, all of our stock options are vested.

Restricted Stock Activity

For the three months ended June 30, 2013, we granted 712 restricted shares under the 2008 Director LTIP, and 77,115 restricted shares under the 2012 Employee LTIP. For the three months ended June 30, 2012, we granted 352 restricted shares under the 2008 Director LTIP, and 96,590 restricted shares under the 2008 Employee LTIP. A summary of the restricted shares is as follows:

	Number of Shares			Weighted Average Grant-date Fair Value
Nonvested April 1, 2013		246,048		$	26.32
Granted		77,827		$	57.66
Vested		(84,415	)	$	26.59
Nonvested June 30, 2013		239,460		$	36.41

Upon each vesting period of the restricted stock awards, employees are subject to minimum tax withholding obligations. The 2008 Director LTIP and 2012 Employee LTIP allow us, at the participant’s election, to withhold a sufficient number of shares due to the participant to satisfy their minimum tax withholding on employee stock awards. During the three months ended June 30, 2013, we withheld 28,222 shares of common stock at a value of $1.7 million, which was included in treasury stock.

Compensation Expense

We recognize compensation cost for awards of restricted stock with graded vesting on a straight line basis over the requisite service period and estimate the forfeiture rate to be zero, which is based on historical experience. There are no additional conditions for vesting other than service conditions. During the three months ended June 30, 2013 and 2012, we recognized $881 thousand and $663 thousand, respectively, of total share-based compensation expense. Unrecognized compensation expense related to non-vested restricted stock was $7.7 million, which will be fully recognized over the next 36 months.

We also provide our employees with a contributory 401(k) profit sharing plan. Employer contribution percentages are determined by us and are discretionary each year. The employer contributions vest pro-ratably over a four-year service period by the employees, after which, all employer contributions will be fully vested. For the three months ended June 30, 2013 and 2012, our contribution expense for the plan was approximately $377 thousand and $229 thousand, respectively.