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Incentive Plans
12 Months Ended
Dec. 31, 2011
Incentive Plans [Abstract]  
INCENTIVE PLANS

NOTE 11: INCENTIVE PLANS

SHARE-BASED COMPENSATION PLANS

Our 2006 Omnibus Long-term Incentive Plan (Plan) authorizes the granting of stock options, Stock-Only Stock Appreciation Rights (SOSARs) and other types of share-based awards to key salaried employees and non-employee directors. The maximum number of shares that may be issued under the Plan is 11,900,000 (including an additional 6,500,000 shares approved at the 2011 Shareholders’ Meeting).

PERFORMANCE SHARES — Each performance share unit is equal to and paid in one share of our common stock, but carries no voting or dividend rights. The number of units ultimately paid for performance share awards may range from 0% to 200% of target. For awards granted prior to 2010, 50% of the payment is based upon our Total Shareholder Return (TSR) performance relative to the TSR performance of the S&P 500®. The remaining 50% of the payment is based upon the achievement of established internal financial performance targets. For awards granted in 2010 and 2011, the payment is based solely upon our relative TSR performance. Awards granted prior to 2011 vest on December 31 of the third year after date of grant. Awards granted in 2011 vest on December 31 of the fourth year after date of grant. Vesting is accelerated upon reaching retirement age, death, disability, or change of control, all as defined in the award agreement. Nonvested units are forfeited upon termination for any other reason. Expense provisions referable to these awards amounted to $8,879,000 in 2011, $7,562,000 in 2010 and $5,350,000 in 2009.

The fair value of performance shares is estimated as of the date of grant using a Monte Carlo simulation model. Compensation cost is adjusted for the actual outcome of the internal financial performance target. The following table summarizes the activity for nonvested performance share units during the year ended December 31, 2011:

 

 

                 
    

Target

Number

of Shares

   

Weighted-average

Grant Date

Fair Value

 

  Performance Shares

               

  Nonvested at January 1, 2011

    457,571       $42.99  

  Granted

    394,770       $39.38  

  Vested

    (219,601     $45.72  

  Canceled/forfeited

    (25,201     $41.41  

  Nonvested at December 31, 2011

    607,539       $39.73  

During 2010 and 2009, the weighted-average grant date fair value of performance shares granted was $40.34 and $45.72, respectively.

 

STOCK OPTIONS/SOSARS — Stock options/SOSARs granted have an exercise price equal to the market value of our underlying common stock on the date of grant. With the exceptions of the stock option grants awarded in December 2005 and January 2006, the options/SOSARs vest ratably over 3 to 5 years and expire 10 years subsequent to the grant. The options awarded in December 2005 and January 2006 were fully vested on the date of grant and expire 10 years subsequent to the grant date. Vesting is accelerated upon reaching retirement age, death, disability, or change of control, all as defined in the award agreement. Nonvested awards are forfeited upon termination for any other reason. Prior to the acquisition of Florida Rock, shares issued upon the exercise of stock options were issued from treasury stock. Since that acquisition, these shares are issued from our authorized and unissued common stock.

The fair value of stock options/SOSARs is estimated as of the date of grant using the Black-Scholes option pricing model. Compensation cost for stock options/SOSARs is based on this grant date fair value and is recognized for awards that ultimately vest. The following table presents the weighted-average fair value and the weighted-average assumptions used in estimating the fair value of grants during the years ended December 31:

 

 

      $000,0000       $000,0000       $000,0000  
   
    2011     2010     2009  
                         

  SOSARs

                       

  Fair value

    $10.51       $12.05       $14.74  

  Risk-free interest rate

    2.27%       3.15%       2.14%  

  Dividend yield

    1.95%       2.00%       2.22%  

  Volatility

    31.57%       27.58%       35.04%  

  Expected term

    7.75 years       7.50 years       7.50 years  

The risk-free interest rate is based on the yield at the date of grant of a U.S. Treasury security with a maturity period approximating the SOSARs expected term. The dividend yield assumption is based on our historical dividend payouts adjusted for current expectations of future payouts. The volatility assumption is based on the historical volatility and expectations about future volatility of our common stock over a period equal to the SOSARs expected term. The expected term is based on historical experience and expectations about future exercises and represents the period of time that SOSARs granted are expected to be outstanding.

A summary of our stock option/SOSAR activity as of December 31, 2011 and changes during the year are presented below:

 

 

                                 
    

Number

of Shares

   

Weighted-average

Exercise Price

   

Weighted-average

Remaining

Contractual

Life (Years)

   

Aggregate

Intrinsic Value

(in thousands)

 
       
       
       

  Stock Options/SOSARs

                               

  Outstanding at January 1, 2011

    6,479,296       $55.97                  

  Granted

    656,360       $35.38                  

  Exercised

    (85,394     $42.11                  

  Forfeited or expired

    (408,415     $46.58                  

  Outstanding at December 31, 2011

    6,641,847       $54.69       4.71       $7,202  

  Vested and expected to vest

    6,768,683       $54.19       4.80       $8,575  

  Exercisable at December 31, 2011

    5,414,035       $57.61       3.87       $4,874  

The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between our stock price on the last trading day of 2011 and the exercise price, multiplied by the number of in-the-money options/SOSARs) that would have been received by the option holders had all options/SOSARs been exercised on December 31, 2011. These values change based on the fair market value of our common stock. The aggregate intrinsic values of options exercised for the years ended December 31 are as follows:

 

 

      $0000,00000       $0000,00000       $0000,00000  
  in thousands   2011     2010     2009  

  Aggregate intrinsic value of options
  exercised

    $164       $1,830       $4,903  

 

To the extent the tax deductions exceed compensation cost recorded, the tax benefit is reflected as a component of equity in our Consolidated Balance Sheets. The following table presents cash and stock consideration received and tax benefit realized from stock option/SOSAR exercises and compensation cost recorded referable to stock options/SOSARs for the years ended December 31:

 

 

                         
  in thousands   2011     2010      2009   
       

  Stock Options/SOSARs

                       

  Cash and stock consideration received
  from exercises

  $ 3,596       $ 20,502       $ 22,719    

  Tax benefit from exercises

    66         733         1,965    

  Compensation cost

    7,968         11,288         15,195    

CASH-BASED COMPENSATION PLANS

We have incentive plans under which cash awards may be made annually to officers and key employees. Expense provisions referable to these plans amounted to $6,938,000 in 2011, $5,080,000 in 2010 and $1,954,000 in 2009.