17. SHARE-BASED COMPENSATION PLANS

The Company has a 2010 Stock Incentive Plan ("2010 Employee Plan"), a 2002 Stock Incentive Plan ("2002 Employee Plan"), a 1995 Stock Incentive Plan ("1995 Employee Plan"), a 2009 Non-Employee Director Stock Option and Restricted Stock Plan ("2009 Director Plan"), a 2003 Non-Employee Director Equity Compensation Plan ("2003 Director Plan") and a 1995 Stock Option Plan for Non-Employee Directors ("1995 Director Plan"). In addition, the Company has awarded options to non-employee directors in Board actions in 2001, 2000 and 1999.

Under the 2010 Employee Plan, 4,000,000 common shares have been authorized to be granted as non-qualified share options, incentive share options, share appreciation rights or restricted share and share awards to officers and key employees of the Company. At December 31, 2011, there were 3,464,709 remaining shares available to be granted under the 2010 Employee Plan. The 2010 Employee Plan replaced the 2002 Employee Plan, which replaced the 1995 Employee Plan; therefore, no further awards will be granted under the 2002 Employee Plan or the 1995 Employee Plan. Through December 31, 2011, only non-qualified share options and restricted share awards had been granted under the employee plans. Under the 2009 Director Plan, 37,439 common shares have been authorized to be granted as share options or restricted share awards to non-employee directors of the Company. At December 31, 2011, there were 35,192 remaining shares available to be granted under the 2009 Director Plan. The 2009 Director Plan replaced the 1995 Director Plan, which expired. Under the 2003 Director Plan, 500,000 common shares have been authorized to be granted as share options or share awards to non-employee directors of the Company. At December 31, 2011 there were 431,000 remaining shares available to be granted under the 2003 Director Plan.

Board actions in 2001, 2000 and 1999, which were not approved by shareholders, awarded options to non-employee directors. The Board actions were designed to award non-employee directors, whose services are considered essential to the Company's continued success, with the option to purchase common shares to increase their ownership interest in the Company and to align such interests with those of the shareholders of the Company. Under Board actions in 2001, 2000 and 1999; 40,000, 30,000 and 26,000 common shares, respectively, were granted as share options to non-employee directors of the Company.

Options and restricted shares granted under the 2010 Employee Plan, the 2002 Employee Plan and the 1995 Employee Plan vest at the earliest of 20% per year over five years or upon the expiration of any applicable employment agreement. Options granted under the 1995 Director Plan vested at 50% per year over two years. Options and restricted shares granted under the 2003 Director Plan generally vest at 33% per year over three years, unless an alternate vesting period is authorized by the Board. Options and restricted shares granted under the 2009 Director Plan will vest as provided in the award agreement. The 2001, 2000 and 1999 Board actions vest at 33% per year over three years. All options are exercisable at fair market value of the stock at the date of grant and expire ten years after the date of grant.

For share options and restricted shares granted under the 2010 Employee Plan, the 2002 Employee Plan, the 1995 Employee Plan, the 2009 Director Plan, the 2003 Director Plan and the 1995 Director Plan, share-based compensation expense recognized in the consolidated statements of operations and comprehensive income (loss) was $17,693 thousand, $14,726 thousand and $13,296 thousand for the years ended December 31, 2011, 2010 and 2009, respectively. The corresponding income tax benefit recorded in the consolidated statements of operations and comprehensive income (loss) for share-based compensation was $5,576 thousand, $4,391 thousand and $4,152 thousand for the years ended December 31, 2011, 2010 and 2009, respectively.

For the year ended December 31, 2011, share-based compensation awards granted were 226,700 restricted shares; and 345,600 options, granted on February 24, 2011 and May 18, 2011, with a grant exercise price of $86.62 and $90.49, respectively, per share and a per option fair value of $21.85 and $21.89, respectively. The fair value per option was calculated on the date of the grant using the Black-Scholes option valuation model. The following assumptions were used in calculating the fair value of the options granted:


	Years Ended December 31,
	2011	2010	2009
Weighted-average volatility	26.46%	26.82%	27.32%
Weighted-average dividend yield	2.00%	2.00%	2.00%
Weighted-average expected term	6.73 years	6.74 years	6.63 years
Weighted-average risk-free rate	2.80%	3.04%	2.13%

In 2008, the Company adopted the required FASB accounting guidance that recognizes, as an increase to additional paid-in capital, a realized income tax benefit from dividends, charged to retained earnings and paid to employees on equity classified non-vested equity shares. In addition, the amount recognized in additional paid-in capital for the realized income tax benefit from dividends on those awards should be included in the pool of excess tax benefits available to absorb tax deficiencies on share-based payment awards. For the years ended December 31, 2011, 2010 and 2009, the Company recognized $217 thousand, $124 thousand and $99 thousand, respectively, of additional paid-in capital due to tax benefits from dividends on restricted shares.

A summary of the option activity under the Company's shareholder approved and non-approved plans as of December 31, 2011, 2010 and 2009, and changes during the year then ended is presented in the following tables:

Compensation plans approved by shareholders:


					Weighted-
			Weighted-		Average
			Average		Remaining		Aggregate
(Aggregate Intrinsic Value in thousands)			Exercise		Contractual		Intrinsic
Options	Shares		Price/Share		Term		Value
Outstanding at January 1, 2011		2,657,796	$	81.16
Granted		345,600		86.68
Exercised		477,320		66.12
Forfeited/Cancelled/Expired		209,800		88.91
Outstanding at December 31, 2011		2,316,276		84.39		6.0	$	12,121

Exercisable at December 31, 2011		1,229,481		84.94		4.4	$	7,920


					Weighted-
			Weighted-		Average
			Average		Remaining		Aggregate
(Aggregate Intrinsic Value in thousands)			Exercise		Contractual		Intrinsic
Options	Shares		Price/Share		Term		Value
Outstanding at January 1, 2010		2,418,756	$	79.86
Granted		384,890		84.63
Exercised		78,730		52.35
Forfeited/Cancelled/Expired		67,120		87.75
Outstanding at December 31, 2010		2,657,796		81.16		5.8	$	22,309

Exercisable at December 31, 2010		1,479,176		79.33		3.9	$	15,773


					Weighted-
			Weighted-		Average
			Average		Remaining		Aggregate
(Aggregate Intrinsic Value in thousands)			Exercise		Contractual		Intrinsic
Options	Shares		Price/Share		Term		Value
Outstanding at January 1, 2009		1,967,626	$	80.29
Granted		654,900		72.01
Exercised		138,170		43.55
Forfeited/Cancelled/Expired		65,600		91.06
Outstanding at December 31, 2009		2,418,756		79.86		6.2	$	26,186

Exercisable at December 31, 2009		1,251,276		75.78		4.2	$	17,304

Compensation plans not approved by shareholders:


					Weighted-
			Weighted-		Average
			Average		Remaining		Aggregate
(Aggregate Intrinsic Value in thousands)			Exercise		Contractual		Intrinsic
Options	Shares		Price/Share		Term		Value
Outstanding at January 1, 2011		20,000	$	48.01
Granted		-		-
Exercised		20,000		48.01
Forfeited/Cancelled/Expired		-		-
Outstanding at December 31, 2011		-		-		0.0	$	-

Exercisable at December 31, 2011		-		-		0.0	$	-


					Weighted-
			Weighted-		Average
			Average		Remaining		Aggregate
(Aggregate Intrinsic Value in thousands)			Exercise		Contractual		Intrinsic
Options	Shares		Price/Share		Term		Value
Outstanding at January 1, 2010		37,500	$	43.48
Granted		-		-
Exercised		17,500		38.30
Forfeited/Cancelled/Expired		-		-
Outstanding at December 31, 2010		20,000		48.01		0.7	$	742

Exercisable at December 31, 2010		20,000		48.01		0.7	$	742


					Weighted-
			Weighted-		Average
			Average		Remaining		Aggregate
(Aggregate Intrinsic Value in thousands)			Exercise		Contractual		Intrinsic
Options	Shares		Price/Share		Term		Value
Outstanding at January 1, 2009		83,000	$	37.09
Granted		-		-
Exercised		45,500		31.83
Forfeited/Cancelled/Expired		-		-
Outstanding at December 31, 2009		37,500		43.48		1.4	$	1,592

Exercisable at December 31, 2009		37,500		43.48		1.4	$	1,592

The weighted-average grant-date fair value of options granted during the years 2011, 2010 and 2009 was $21.85, $22.06 and $17.54 per share, respectively. The aggregate intrinsic value (market price less exercise price) of options exercised during the years ended December 31, 2011, 2010 and 2009 was $11,845 thousand, $3,305 thousand and $7,547 thousand, respectively. The cash received from the exercised share options for the year ended December 31, 2011 was $32,519 thousand. The tax benefit realized from the options exercised for the year ended December 31, 2011 was $4,071 thousand.

The following table summarizes information about share options outstanding for the period indicated:


		At December 31, 2011
		Options Outstanding						Options Exercisable
				Weighted-
				Average		Weighted-				Weighted-
		Number		Remaining		Average		Number		Average
Range of		Outstanding		Contractual		Exercise		Exercisable		Exercise
Exercise Prices		at 12/31/11		Life		Price		at 12/31/11		Price
$	53.1375- $63.7650		93,450		0.7	$	55.60		93,450	$	55.60
$	63.7651- $74.3925		765,036		5.4		72.54		445,896		73.14
$	74.3926- $85.0200		334,990		8.1		84.63		69,095		84.63
$	85.0201- $95.6475		547,850		7.0		89.98		214,550		95.13
$	95.6476- $106.2750		574,950		5.6		99.36		406,490		99.30
			2,316,276		6.0		84.39		1,229,481		84.94

The following table summarizes the status of the Company's non-vested shares and changes for the periods indicated:


	Years Ended December 31,
	2011				2010				2009
			Weighted-				Weighted-				Weighted-
			Average				Average				Average
			Grant Date				Grant Date				Grant Date
Restricted (non-vested) Shares	Shares		Fair Value		Shares		Fair Value		Shares		Fair Value
Outstanding at January 1,		250,125	$	84.09		200,446	$	82.45		139,662	$	96.39
Granted		226,700		86.15		150,055		84.66		131,700		73.25
Vested		69,872		85.61		58,376		86.62		39,216		95.83
Forfeited		34,500		83.39		42,000		74.79		31,700		89.06
Outstanding at December 31,		372,453		85.12		250,125		84.09		200,446		82.45

As of December 31, 2011, there was $22,648 thousand of total unrecognized compensation cost related to non-vested share-based compensation expense. That cost is expected to be recognized over a weighted-average period of 2.8 years. The total fair value of shares vested during the years ended December 31, 2011, 2010 and 2009, was $5,981 thousand, $5,057 thousand and $3,758 thousand, respectively. The tax benefit realized from the shares vested for the year ended December 31, 2011 was $1,714 thousand.

In addition to the 2010 Employee Plan, the 2002 Employee Plan, the 1995 Employee Plan, the 2009 Director Plan, the 2003 Director Plan and the 1995 Director Plan, Group issued 668 common shares in 2011, 0 common shares in 2010 and 488 common shares in 2009 to the Company's non-employee directors as compensation for their service as directors. These issuances had aggregate values of approximately $56 thousand, $0 and $37 thousand, respectively.

Since its 1995 initial public offering, the Company has issued to certain key employees of the Company 977,980 restricted common shares, of which 160,160 restricted shares have been cancelled. The Company has issued to non-employee directors of the Company 58,157 restricted common shares, of which no restricted shares have been cancelled. The Company acquired 33,225, 4,531 and 12,489 common shares at a cost of $2,970 thousand, $397 thousand and $1,039 thousand in 2011, 2010 and 2009, respectively, from employees who chose to pay required withholding taxes with shares exercised or restricted shares vested. The Company acquired 201,287, 7,281 and 4,688 common shares at a cost of $17,951, $618 and $325 thousand in 2011, 2010 and 2009, respectively, from employees and non-employee directors who chose to pay the option grant price with shares.