NOTE 10: EQUITY

Share Repurchases

On November 6, 2013, our Board approved and authorized the repurchase, on or prior to December 31, 2015, of our outstanding shares of common stock up to an aggregate of $35.0 million (the “2014 Share Repurchase Program”). There were no repurchases of shares under the 2014 Share Repurchase Program during the nine months ended September 30, 2014. During the nine months ended September 30, 2013 under our prior share repurchase program, which expired on December 31, 2013, we repurchased 1,132,040 shares at an average cost of $12.62 per share.

We also have a policy that requires shares to be repurchased by us to satisfy employee tax withholding obligations upon the vesting of restricted stock awards or the exercise of stock options. During the three months ended September 30, 2014 and 2013, we repurchased 24,357 shares and 60,198 shares, respectively, for approximately $0.4 million and $0.8 million, respectively, to satisfy such employee tax withholding obligations. During the nine months ended September 30, 2014 and 2013, we repurchased 276,032 shares and 332,027 shares, respectively, for approximately $4.0 million and $4.3 million, respectively, to satisfy employee tax withholding obligations as described above.

Cash Dividends

Cash dividends declared by the Board during 2014 are as follows:

Date Declared	Amount per Outstanding Share of Common Stock		Record Date	Payment Date

September 30, 2014	$	0.09	November 26, 2014	December 11, 2014
June 11, 2014	$	0.09	August 1, 2014	September 9, 2014
March 6, 2014	$	0.09	May 1, 2014	June 3, 2014

Dividends payable were approximately $3.3 million and $3.1 million at September 30, 2014 and December 31, 2013, respectively.

Shareholder Rights Agreement and Rights Dividend

On September 18, 2014, we entered into a Rights Agreement (the “Rights Agreement”) pursuant to which the Board declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of common stock of the Company. The dividend was paid on September 29, 2014 to holders of record as of the close of business on that date. The Rights will initially trade with, and will be inseparable from, the common stock. Each Right will allow its holder to receive from the Company one one-thousandth of a preferred share for $40.00 (or, in certain circumstances, alternative consideration which may include cash, property or other securities of the Company), subject to adjustment in accordance with the terms of the Rights Agreement, once the Rights become exercisable. This fraction of a preferred share will give the shareholder approximately the same dividend, voting, and liquidation rights as would one common share.

Subject to certain exceptions, the Rights will separate from the common stock and become exercisable at the earlier to occur of the following dates (or such later date as the Board may determine under certain circumstances): (i) the tenth business day after the date of a public announcement, or public announcement of facts indicating, that a person or group has become a beneficial owner of 10% or more of the Company’s outstanding common stock; or (ii) the tenth business day after the date that any person or group commences or announces an intention to commence a tender or exchange offer that, if consummated, would result in that person or group becoming beneficial owner of 10% or more of the Company’s outstanding common stock. The Rights will expire on May 15, 2015, unless earlier redeemed or terminated by the Company as provided in the Rights Agreement. The Board may redeem the Rights for $0.001 per Right at any time prior to such time as any person or group triggers the Rights. The Rights have no voting or dividend privileges, and, unless and until they become exercisable, have no dilutive effect on the earnings of the Company.