12.STOCKHOLDERS' EQUITY

Sale of Common Stock

On February 27, 2012, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC, in connection with the offer and sale by the Company of 12,000,000 shares of its common stock, par value $0.01 per share. The shares of common stock were sold to Morgan Stanley & Co. LLC at a price of $30.83 per share. The offering closed on March 2, 2012. The Company received net proceeds from this offering of $369,584 after deducting transaction expenses paid by the Company of approximately $376.

Cash Dividend

The Company’s Board of Directors authorized the initiation of a quarterly cash dividend in October 2010 and has increased it on an annual basis. In October 2014, the Company announced that its Board of Directors increased its regular quarterly cash dividend by $0.015, from $0.115 to $0.13 per share. Cash dividends of $58,906, $51,213 and $44,465 were paid during the years ended December 31, 2014, 2013 and 2012, respectively.

Share Repurchase Program

The Company’s Board of Directors has authorized a common stock repurchase program for the repurchase of up to $1,200,000 of common stock through December 31, 2017. Under the program, stock repurchases may be made in the open market or in privately negotiated transactions from time to time at management's discretion. The timing and amounts of any repurchases will depend on many factors, including the Company's capital structure, the market price of the common stock and overall market conditions. As of December 31, 2014 and 2013, the Company had repurchased in aggregate 40,032,366 and 39,865,266 shares, respectively, of its common stock at an aggregate cost of $791,357 and $784,040, respectively. The Company did not repurchase any shares of its common stock during the year ended December 31, 2013. As of December 31, 2014, the remaining maximum dollar value of shares available for repurchase under the program was approximately $408,643. The Company’s policy related to repurchases of its common stock is to charge any excess of cost over par value entirely to additional paid-in capital.

Common Stock

Of the 126,015,473 shares of common stock authorized but unissued as of December 31, 2014, the following shares were reserved for issuance:


For outstanding restricted stock units, stock options and warrants		1,655,659
For future grants under the 2014 Incentive Award Plan		3,133,024
		4,788,683

Restricted Stock Units, Performance-Based Restricted Stock Units, Stock Options and Stock Purchase Warrants

In 2004, the Company’s Board of Directors adopted the 2004 Equity Incentive Plan, currently referred to as the Third Amended and Restated 2004 Equity Incentive Plan (the “2004 Plan”), which was last approved by the Company’s stockholders on May 7, 2010. A total of 7,162,500 shares of the Company’s common stock were reserved for future issuance under the 2004 Plan, all of which may have been used for grants of stock options, restricted stock, and/or restricted stock units (“RSUs”). Participation in the 2004 Plan was limited to employees, officers, directors and consultants. Options granted under the 2004 Plan were nonqualified stock options and had a term of no longer than five years from the date they were granted. Restricted stock, RSUs, and options granted under the 2004 Plan generally vest in installments pursuant to a vesting schedule set forth in each agreement. The Board of Directors authorized the granting of awards under the 2004 Plan, and determined the employees and consultants to whom such awards were to be granted, the number of shares subject to each award, and the exercise price, term, vesting schedule and other terms and conditions of each award. The exercise prices of the options granted under the 2004 Plan were not less than the fair market value of the Company’s common stock on the date of grant. Restricted stock awards granted under the 2004 Plan may or may not have required a cash payment from a participant to whom an award was made; RSU awards granted under the plan did not require any cash payment from the participant to whom an award was made. No further grants may be made under the 2004 Plan as of May 16, 2014 pursuant to the Company’s stockholder approval of the 2014 Incentive Award Plan on such date.

In 2014, the Company’s Board of Directors adopted the 2014 Incentive Award Plan (the “2014 Plan”), which was approved by the Company’s stockholders on May 16, 2014. A total of 3,250,000 shares of the Company’s common stock were reserved for future issuance under the 2014 Plan, all of which may be used for grants of nonqualified stock options (“options”), warrants, restricted stock, RSUs, dividend equivalents and stock payment awards. The 2014 Plan also authorizes the granting of performance awards payable in the form of the Company’s common stock or cash, including equity awards and incentive cash bonuses that may be intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”). Participation in the 2014 Plan is limited to employees and consultants of the Company and its subsidiaries and non-employee directors. The 2014 Plan is administered by the Company’s Board of Directors with respect to awards to non-employee directors and by its Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of the Company’s directors and/or officers, subject to certain limitations (collectively, the “administrator”). The administrator has the authority to select the persons to whom awards are to be made, to determine the number of shares subject to awards and to determine the terms and conditions of awards, including the number of shares subject to each award, the exercise price, term, vesting schedule and other terms and conditions of the award.

Options and warrants granted under the 2014 Plan have a term of no longer than ten years from the date they are granted. Options, warrants, restricted stock and RSUs granted under the 2014 Plan generally vest in installments pursuant to a vesting schedule set forth in each award agreement. The exercise prices of the options and warrants shall not be less than the fair market value of the Company’s common stock on the date of grant. Restricted stock awards under the 2014 Plan may or may not require a cash payment from a participant to whom an award is made; RSU awards under the plan do not require any cash payment from the participant to whom an award is made. The vesting of performance awards, including performance-based restricted stock units (“PSUs”), is dependent on one or more performance criteria determined by the administrator on a specific date or dates or over any period or periods determined by the administrator.

Restricted Stock Units

A summary of the Company’s RSU activity is presented below:


	Year Ended December 31,
	2014		2013		2012
Restricted stock units granted		504,255		574,017		635,266
Weighted average grant-date fair value of restricted stock units granted	$	42.54	$	34.06	$	31.52
Total fair value of restricted stock units granted	$	21,449	$	19,550	$	20,025
Restricted stock units becoming free of restrictions		563,117		543,921		662,909
Weighted average restriction period (in years)		3.9		3.9		3.2

A summary of activity related to RSUs during the year ended December 31, 2014, is presented below:


	Unvested Shares	Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2013	1,299,466	$	29.98
Granted	504,255		42.54
Forfeited	(39,720)		36.98
Vested and Issued	(492,695)		27.17
Vested and Unissued	(70,422)		26.53
Outstanding at December 31, 2014	1,200,884		36.06

Recipients of the Company’s RSUs who participate in the Company’s Nonqualified Deferred Compensation Plan may have elected in years prior to 2015 to defer some or all of their RSUs as they vest until a specified date or dates they choose. At the end of the deferral periods, the Company issues to recipients who deferred their RSUs shares of the Company’s common stock underlying the deferred RSUs. At December 31, 2014, 2013 and 2012, the Company had 223,752, 163,995 and 102,477 vested deferred RSUs outstanding, respectively.

Performance-Based Restricted Stock Units

A summary of activity related to PSU’s during the year ended December 31, 2014, is presented below:


		Unvested Shares
Outstanding at December 31, 2013		-
Granted		54,723
Forfeited		-
Vested		-
Outstanding at December 31, 2014		54,723

The weighted average grant-date fair value per share for the shares of common stock underlying the PSUs granted during the year ended December 31, 2014 was $42.33. The Compensation Committee will determine the achievement of performance results and corresponding vesting of PSUs for each three-year performance period. The three-year performance period for the PSU’s granted during the year ended December 31, 2014 ends on December 31, 2016.

Stock Options

The Company has stock options outstanding, vested and exercisable under equity-based compensation plans that expired in 2012. A summary of the Company’s stock option activity and related information under these plans during the year ended December 31, 2014, is presented below:


	Number of Shares (Options)		Weighted Average Exercise Price
Outstanding as of December 31, 2013	274,902	$	14.36
Granted	-		-
Forfeited	-		-
Exercised	(237,902)		14.19
Outstanding as of December 31, 2014	37,000		15.45

The following table summarizes information about stock options outstanding as of December 31, 2014:


	Options Outstanding					Options Vested and Exercisable
Exercise Price		Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)	Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)
$15.45		37,000	$	15.45	1.1	37,000	$	15.45	1.1

The aggregate intrinsic value for both options outstanding and options exercisable at December 31, 2014, was $1,056. The total intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012, was $7,458, $5,729 and $6,239, respectively. As of December 31, 2014, 2013 and 2012, a total of 37,000, 274,902 and 484,794 options to purchase common stock, respectively, were exercisable under all stock option plans.

Stock Purchase Warrants

The Company has outstanding stock purchase warrants issued under an incentive plan which expired in 2012 as well as outstanding stock purchase warrants issued under the 2014 Plan. Warrants to purchase the Company’s common stock were issued to certain consultants to the Company. Warrants issued were fully vested and exercisable at the date of grant. Warrants outstanding at December 31, 2014, expire between 2015 and 2019.

A summary of warrant activity during the year ended December 31, 2014, is presented below:


	Warrants	Weighted-Average Exercise Price
Outstanding at December 31, 2013	90,501	$	30.92
Granted	50,403		48.33
Forfeited	(3,499)		23.12
Exercised	(3,814)		23.12
Outstanding at December 31, 2014	133,591		37.92

The following table summarizes information about warrants outstanding as of December 31, 2014 and 2013:


	Warrants		Fair Value of Warrants	Outstanding at December 31,
Grant Date	Issued	Exercise Price	Issued	2014	2013
Throughout 2010	51,627	$20.64 to $27.41	351	1,886	9,199
Throughout 2011	9,324	$27.53 to $33.14	79	9,324	9,324
Throughout 2012	71,978	$30.52 to $33.03	628	71,978	71,978
Throughout 2014	50,403	$45.62 to $49.06	276	50,403	-
				133,591	90,501