STOCK-BASED COMPENSATION

The Company maintains the 2009 Incentive Stock Plan (the “2009 Plan”), which allows the Company to issue awards of stock options, stock grants, or stock appreciation rights to employees and directors. As of December 31, 2013, 1,828,544 shares were authorized to be awarded pursuant to the 2009 Plan. The Company also maintains the 2005 Restricted Stock Unit ("RSU")Plan, as amended, which allows the Company to issue awards to employees that are paid in cash on the vesting date in an amount equal to the fair market value, as defined, of one share of the Company’s stock. The Company has granted stock options, restricted stock and restricted stock units to employees as discussed below.

Stock Options

At December 31, 2013, the Company had 3,077,658 stock options outstanding to key employees and outside directors pursuant to the 2009 Plan. The Company typically uses authorized, unissued shares to provide shares for option exercises. The stock options have a term of 10 years from the date of grant and generally have a vesting period of four years, except director stock options, which vest immediately.

The Company calculates the fair value of each option grant on the grant date using the Black-Scholes option-pricing model, which requires the Company to provide certain inputs as follows:


•	The risk-free interest rate utilized is the interest rate on U.S. Treasury Strips or Bonds having the same life as the estimated life of the Company’s option awards.


•	Expected life of the options granted is estimated based on historical data reflecting actual hold periods plus an estimated hold period for unexercised options outstanding.


•	Expected volatility is based on the historical volatility of the Company’s stock over a period equal to the estimated option life.


•	The assumed dividend yield is based on the Company’s expectation of an annual dividend rate for regular dividends over the estimated life of the option.

In 2013 and 2012, there were no stock option grants. In 2011, the weighted average fair value of options granted was $3.90, and the Company computed the fair value of options granted using the Black-Scholes option pricing model with the following assumptions:



Risk-free interest rate	2.37	%
Assumed dividend yield	2.95	%
Assumed lives of option awards (in years)	5.3
Assumed volatility	0.653

The Company recognizes compensation expense using the straight-line method over the vesting period of the options, with the offset recognized in additional paid-in capital. During 2013, 2012, and 2011, $226,000, $310,000 and $941,000, respectively, was recognized as compensation expense.

The Company anticipates recognizing $148,000 in future compensation expense related to stock options outstanding at December 31, 2013, which will be recognized over a weighted average period of 1.1 years. During 2013, total cash proceeds from the exercise of options equaled $2.3 million. As of December 31, 2013, the intrinsic value of the options outstanding and exercisable was $1.7 million. The intrinsic value is calculated using the exercise prices of the options compared to the market value of the Company’s stock. At December 31, 2013 and 2012, the weighted-average contractual lives for the options outstanding and exercisable were 3.2 years and 3.3 years, respectively.

The following is a summary of stock option activity for the year ended December 31, 2013:



	Number of Options (000s)		Weighted Average Exercise Price Per Option
Outstanding, beginning of year	4,437		$	21.74
Exercised	(283	)	$	8.12
Forfeited/Expired	(1,076	)	$	21.98
Outstanding, end of year	3,078		$	22.90
Options exercisable at end of year	2,982		$	23.38

Restricted Stock

In 2013, 2012, and 2011, the Company issued 159,782, 470,306, and 214,206 shares of restricted stock to employees, which vest ratably over three years from the issuance date. In 2013, 2012, and 2011, the Company also issued 50,085, 72,153, and 82,421 shares of stock to independent members of the board of directors which vested immediately on the issuance date. In 2011, the Company also issued 29,411 shares of restricted stock to key employees, which cliff vest three years from the issuance date. All shares of restricted stock receive dividends and have voting rights during the vesting period. The Company records restricted stock in common stock and additional paid-in capital at fair value on the grant date, with the offsetting deferred compensation also recorded in additional paid-in capital. The Company records compensation expense over the vesting period. Compensation expense related to restricted stock was $1.8 million, $2.0 million, and $1.1 million in 2013, 2012, and 2011, respectively.

As of December 31, 2013, the Company had recorded $1.9 million of unrecognized compensation cost included in additional paid-in capital related to restricted stock, which will be recognized over a weighted average period of 1.5 years. The total fair value of the restricted stock which vested during 2013 was $3.1 million. The following table summarizes restricted stock activity during 2013:



	Number of Shares (000s)		Weighted-Average Grant Date Fair Value
Non-vested restricted stock at beginning of year	703		$	7.55
Granted	160		$	8.91
Vested	(361	)	$	7.50
Forfeited	(52	)	$	8.24
Non-vested restricted stock at end of year	450		$	8.00

Restricted Stock Units

In 2011, the Company awarded 57,246 time-vested RSUs, which cliff vest three years from the date of grant. Time-vested RSU holders receive cash dividend payments for each unit held during the vesting period equal to the common dividends per share paid by the Company. These dividends are also recorded in compensation expense.

The following table summarizes time-vested RSU activity for 2013 (in thousands):



Outstanding at beginning of year	91
Vested	(33	)
Outstanding at end of year	58

During 2013, 2012, and 2011, the Company awarded two types of performance-based RSUs to key employees: one based on the total stockholder return of the Company, as defined, as compared to that of a peer group of companies (the "TSR RSUs") and the other based on the ratio of cumulative funds from operations per share to targeted cumulative funds from operations per share (the “FFO RSUs”). The performance period for these awards is three years and the ultimate payout of these awards can range from 0% to 200% of the targeted number of units depending on the achievement of the performance metrics described above. The Company expenses an estimate of the fair value of the TSR RSUs over the performance period using a quarterly Monte Carlo valuation. The Company expenses the FFO RSUs over the vesting period using the fair market value of the Company’s stock at the reporting date multiplied by the anticipated number of units to be paid based on the current estimate of what the ratio is expected to be upon vesting. Dividend equivalents on the TSR RSUs and FFO RSUs will also be paid based upon the percentage vested. The targeted number of performance-based RSUs outstanding at December 31, 2013 are 165,768, 196,091, and 111,333 related to the 2013, 2012, and 2011 grants, respectively.

In 2012, the Company also issued 281,532 performance-based RSUs to the Chief Executive Officer. The payout of these awards can range from 0% to 150% of the targeted number of units depending on the total stockholder return of the Company, as defined, as compared to that of a peer group of companies. The performance period of the awards is five years with interim performance measurement dates at each of the third, fourth and fifth anniversaries. To the extent that the Company has attained the defined performance goals at the end each of these periods, one-third of the units may be credited after each of the third and fourth anniversaries, with the balance credited at the end of the fifth anniversary, and to be awarded subject to continuous employment on the fifth anniversary. This award is expensed using a quarterly Monte Carlo valuation over the vesting period.

The following table summarizes the performance-based RSU activity for 2013 (in thousands):



Outstanding at beginning of year	782
Granted	196
Exercised	(94	)
Forfeited	(129	)
Outstanding at end of year	755

The Company estimates future expense for all types of RSUs outstanding at December 31, 2013 to be $5.3 million (using stock prices and estimated target percentages as of December 31, 2013), which will be recognized over a weighted-average period of 1.9 years. During 2013, total cash paid for all types of RSUs and related dividend payments was $1.1 million.

During 2013, 2012, and 2011, $5.3 million, $2.5 million, and $1.0 million, respectively, was recognized as compensation expense related to RSUs for employees and directors.

Other Long-Term Compensation

In 2009, the Company granted a long-term incentive compensation award to key employees which will be settled in cash if the Company’s stock price achieves a specified level of growth at the testing dates and a service requirement is met. This award is valued using the Monte Carlo method. The Company reversed $286,000 and $767,000 in compensation expense related to this plan in 2013 and 2011, respectively, and recognized $101,000 in expense in 2012. As of December 31, 2013, the Company had recorded $353,000 in unearned compensation expense related to this award. This award requires testing for vesting at specified dates in 2012, 2013, and 2014. As a result of this testing, no amounts vested in 2013 or 2012. If the stock value growth condition has not been met as of the last possible testing date in 2014, the award is forfeited.