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Stock-Based Compensation
9 Months Ended
Sep. 30, 2012
Stock-Based Compensation [Abstract]  
Stock-Based Compensation

Note 7: Stock-Based Compensation

On March 9, 2009, Encore’s Board of Directors (the “Board”) approved an amendment and restatement of the 2005 Stock Incentive Plan (“2005 Plan”), which was originally adopted on March 30, 2005, for Board members, employees, officers, and executives of, and consultants and advisors to, the Company. The amendment and restatement of the 2005 Plan increased by 2,000,000 shares the maximum number of shares of the Company’s common stock that may be issued or be subject to awards under the plan, established a new 10-year term for the plan and made certain other amendments. The 2005 Plan amendment was approved by the Company’s stockholders on June 9, 2009. The 2005 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and performance-based awards to eligible individuals. As amended, the 2005 Plan allows the granting of an aggregate of 3,500,000 shares of the Company’s common stock for awards. In addition, shares subject to options granted under the 2005 Plan that terminate or expire without being exercised will become available for grant under the 2005 Plan. The benefit provided under the 2005 Plan is compensation subject to authoritative guidance for stock-based compensation.

In accordance with authoritative guidance for stock-based compensation, compensation expense is recognized only for those shares expected to vest, based on the Company’s historical experience and future expectations. Total stock-based compensation expense during the three months ended September 30, 2012 and 2011 was $1.9 million and $2.4 million, respectively. Total stock-based compensation expense during the nine months ended September 30, 2012 and 2011 was $6.7 million and $6.0 million, respectively.

The Company’s stock-based compensation arrangements are described below:

Stock Options

The 2005 Plan permits the granting of stock options to certain employees and directors of the Company. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of issuance. They generally vest over three to five years of continuous service, and have ten-year contractual terms.

The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards. All options are amortized ratably over the requisite service periods of the awards, which are generally the vesting periods.

 

The fair value for options granted was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions:

 

                 
    Nine Months Ended September 30,  
    2012     2011  

Weighted average fair value of options granted

  $ 11.77     $ 13.26  

Risk free interest rate

    0.89     2.0

Dividend yield

    0.0     0.0

Volatility factor of the expected market price of the Company’s common stock

    63     61

Weighted-average expected life of options

    5 Years       5 Years  

Unrecognized compensation cost related to stock options as of September 30, 2012, was $2.5 million. The weighted-average remaining expense period, based on the unamortized value of these outstanding stock options, was approximately 1.9 years.

A summary of the Company’s stock option activity as of September 30, 2012, and changes during the nine months then ended, is presented below:

 

                                 
    Number of
Shares
    Option Price
Per Share
    Weighted Average
Exercise Price
    Aggregate
Intrinsic
Value
(in thousands)
 

Outstanding at December 31, 2011

    2,182,940     $  0.51 – $24.65     $ 13.00          

Granted

    193,500       22.17       22.17          

Cancelled/forfeited

    —               —            

Exercised

    (322,443     0.51 – 20.09       4.52          
   

 

 

   

 

 

   

 

 

         

Outstanding at September 30, 2012

    2,053,997     $ 1.30 – $24.65     $ 15.19     $ 26,837  
   

 

 

   

 

 

   

 

 

         

Exercisable at September 30, 2012

    1,644,169     $ 1.30 – $24.65     $ 13.49     $ 24,282  
   

 

 

   

 

 

   

 

 

         

The total intrinsic value of options exercised during the nine months ended September 30, 2012 and 2011 was $7.5 million and $10.2 million, respectively. As of September 30, 2012, the weighted-average remaining contractual life of options outstanding and options exercisable was 5.82 years and 5.09 years, respectively.

Non-Vested Shares

Under the Company’s 2005 Plan, Board members, employees, officers and executives of, and consultants and advisors to the Company are eligible to receive restricted stock units and restricted stock awards. In accordance with the authoritative guidance, the fair value of these non-vested shares is equal to the closing sale price of the Company’s common stock on the date of issuance. The total number of these awards expected to vest is adjusted by estimated forfeiture rates. As of September 30, 2012, 16,437 of the non-vested shares are expected to vest over approximately one year based on certain performance goals (“Performance-Based Awards”). The fair value of the Performance-Based Awards is expensed over the expected vesting period, net of estimated forfeitures. If performance goals are not expected to be met, the compensation expense previously recognized would be reversed. No reversals of compensation expense related to the Performance-Based Awards have been made as of September 30, 2012. The remaining 740,773 non-vested shares are not performance-based, and will vest over approximately one to three years of continuous service.

A summary of the status of the Company’s restricted stock units and restricted stock awards as of September 30, 2012, and changes during the nine months then ended, is presented below:

 

                 
    Non-Vested
Shares
    Weighted Average
Grant Date
Fair Value
 

Non-vested at December 31, 2011

    589,117     $ 19.22  

Awarded

    462,291     $ 24.45  

Vested

    (251,785   $ 16.50  

Cancelled/forfeited

    (42,413   $ 22.26  
   

 

 

         

Non-vested at September 30, 2012

    757,210     $ 23.15  
   

 

 

         

Unrecognized compensation expense related to non-vested shares as of September 30, 2012, was $10.3 million. The weighted-average remaining expense period, based on the unamortized value of these outstanding non-vested shares, was approximately 2.2 years. The fair value of restricted stock units and restricted stock awards vested during the nine months ended September 30, 2012 and 2011 was $5.8 million and $6.0 million, respectively.