16. SHARE-BASED COMPENSATION PLANS

Our non-employee directors and key employees are awarded share-based awards through our Directors Stock Compensation Plan (“DSCP”) and our Performance Incentive Plan (“PIP”), respectively. We record these share-based awards as compensation costs over the respective service period for which services are received in exchange for an award of equity or equity-based compensation. The compensation cost is based primarily on the fair value of the shares awarded, using the estimated fair value of each share on the date it was granted and the number of shares to be issued at the end of the service period.

The table below presents the amounts included in net income related to share-based compensation expense for the awards granted under the DSCP and the PIP for the years ended December 31, 2012, 2011 and 2010:


For the Years Ended December 31,	2012		2011		2010
(in thousands)
Directors Stock Compensation Plan	$	443	$	407	$	283
Performance Incentive Plan		976		1,043		872

Total compensation expense		1,419		1,450		1,155
Less: tax benefit		569		581		463

Share-Based Compensation amounts included in net income	$	850	$	869	$	692

Stock Options

We did not have any stock options outstanding at December 31, 2012 or 2011, nor were any stock options issued during 2012, 2011 and 2010.

Directors Stock Compensation Plan

Shares granted under the DSCP are issued in advance of the directors’ service periods and are fully vested as of the date of the grant. We record a prepaid expense equal to the fair value of the shares issued and amortize the expense equally over a service period of one year. In May 2012, each of our non-employee directors received an annual retainer of 900 shares of common stock under the DSCP.

A summary of stock activity under the DSCP for the years ended December 31, 2012, 2011 and 2010 is presented below.


	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding — December 31, 2010		—		—

Granted ⁽¹⁾		11,104	$	41.02
Vested		11,104	$	41.02
Forfeited		—		—

Outstanding — December 31, 2011		—		—

Granted		10,800	$	41.06
Vested		10,800	$	41.06
Forfeited		—		—

Outstanding — December 31, 2012		—		—

⁽¹⁾	In January 2011, our former Chief Executive Officer retired from the Company and was awarded 304 shares of common stock for the prorated portion of his service period as he began his service as a non-executive board member.

The weighted average grant date fair value of DSCP shares awarded during 2012 and 2011 was $41.06 and $41.02, per share, respectively. The intrinsic values of the DSCP awards are equal to the fair value of these awards on the date of grant. At December 31, 2012, there was $148,000 of unrecognized compensation expense related to DSCP awards that is expected to be recognized over the first four months of 2013.

As of December 31, 2012, there were 12,311 shares reserved for issuance under the DSCP.

Performance Incentive Plan

Our Compensation Committee is authorized to grant key employees of the Company the right to receive awards of shares of our common stock, contingent upon the achievement of established performance goals. These awards are subject to certain post-vesting transfer restrictions.

We currently have multi-year performance plans, which are earned based upon the successful achievement of long-term goals, growth and financial results, which comprised both market-based and performance-based conditions or targets. The fair value of each share of stock tied to a performance-based condition or target is equal to the market price of our common stock on the date of the grant. For the market-based conditions, we used the Black-Scholes pricing model to estimate the fair value of each share of market-based award granted.

In July 2012, we replaced a subsidiary officer’s multi-year cash-based incentive award with an award of 4,800 shares under the PIP. These shares will vest at the end of the service period ending December 31, 2014 and have terms and market/performance targets similar to other shares granted under the PIP in January 2012.

Effective February 24, 2012, one of our named executive officers, who was a participant in the PIP, resigned. Pursuant to a separation agreement entered into between the Company and the named executive officer, the named executive officer received a cash payment of $181,500 and other benefits in lieu of other performance-based compensation, which he might have been entitled to receive.

In conjunction with his retirement, our former Chief Executive Officer forfeited 24,000 shares, which represents the shares awarded under the PIP in January 2009 for the performance period ending December 31, 2011 that vested in 2012, and in January 2010 for the performance period ending December 31, 2012, that had not vested.

A summary of stock activity under the PIP is presented below:


	Number of Shares		Weighted Average Fair Value
Outstanding — December 31, 2010		101,150	$	28.78

Granted		41,664	$	40.16
Vested		31,400	$	27.63
Fortfeited		24,000	$	29.31
Expired		—		—

Outstanding — December 31, 2011		87,414	$	34.47

Granted		35,706	$	39.62
Vested		13,837	$	29.19
Fortfeited⁽¹⁾		21,600	$	36.57
Expired		3,038	$	26.29

Outstanding — December 31, 2012		84,645	$	37.86

⁽¹⁾	Includes shares settled with a cash payment pursuant to the terms of a separation agreement with a former named executive officer.

In 2012, 2011 and 2010, we withheld shares with value at least equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities with the executives receiving the net shares. The total number of shares withheld of 5,670, 12,324 and 17,695 for 2012, 2011 and 2010, respectively, was based on the value of the PIP shares on their vesting date, determined by the average of the high and low of our stock price. Total payments for the employees’ tax obligations to the taxing authorities were approximately $238,000, $496,000, and $538,000 in 2012, 2011 and 2010, respectively.

The weighted average grant-date fair value of PIP awards granted during 2012, 2011 and 2010 was $39.62, $40.16 and $29.38, per share, respectively. The intrinsic value of the PIP awards was $1.2 million, $1.9 million and $2.7 million for 2012, 2011 and 2010, respectively.

As of December 31, 2012, there were 317,785 shares reserved for issuance under the PIP.