(9)	Stock-Based Compensation

The Company recognized a $0.3 million credit in General and Administrative Expenses related to stock-based compensation awards for the three months ended September 30, 2011, and $6.8 million of total compensation expense for the nine months ended September 30, 2011. For the three and nine months ended September 30, 2010 the Company recognized total compensation expense of $2.7 million and $10.2 million, respectively, related to stock-based compensation awards.

Restricted Stock Awards

Restricted stock awards vest subject to the satisfaction of service requirements or the satisfaction of both service requirements and achievement of certain pre-established pre-tax income performance targets. Upon vesting, each award is exchanged for one share of the Company's Common Stock. As of September 30, 2011, the Compensation Committee has approved the grant of an aggregate of 4,092,500 restricted stock awards to eligible participants.

In March 2011, the Compensation Committee established the 2011 pre-tax income performance targets for 269,998 restricted stock units awarded in 2009 and 2010. In September 2011, the Compensation Committee cancelled 107,500 restricted stock unit awards and replaced these with 145,000 new restricted stock unit awards, and also approved the grant of 102,500 new restricted stock unit awards. Of the September 2011 restricted stock unit awards approved, 138,750 of the restricted stock unit awards will vest in 2014 subject only to the satisfaction of service requirements and 108,750 of the restricted stock unit awards will vest in 2014 subject to the satisfaction of both service requirements and achievement of certain pre-established pre-tax income targets. The Compensation Committee has established the applicable pre-tax income performance targets for these awards, and the grant date fair value for these shares was determined based on the closing price of the Company's Common Stock on the date the performance criteria were established. Additionally, 95,000 restricted stock unit awards were forfeited during September 2011.

For the three and nine months ended September 30, 2011, the Company recognized a $0.9 million credit and compensation expense of $4.5 million, respectively, related to restricted stock awards. As of September 30, 2011 there was $12.2 million of unrecognized compensation cost related to the unvested awards which, absent significant forfeitures in the future, is expected to be recognized over a weighted average period of approximately 2.4 years. A summary of restricted stock awards activity under the plan for the nine months ended September 30, 2011 is as follows:

				Weighted Average		Aggregate
	Number			Grant Date		Intrinsic
	of Shares			Fair Value		Value
Granted and Unvested - January 1, 2011		1,220,833		$	21.62	$	26,138,035
Vested		(233,333	)		20.59		4,462,992
Granted		517,498			19.03		5,946,052
Forfeited		(125,000	)		26.19		-
Cancelled		(107,500	)		26.19		-
Total Granted and Unvested		1,272,498			19.92		14,621,002
Approved for grant		431,669		(a)			4,959,877
Total Awarded and Unvested - September 30, 2011		1,704,167		n.a.			19,580,879

____________________________________________

(a)

Grant date fair value cannot be determined currently because the related performance targets for future years have not yet been established by the Compensation Committee.

The outstanding unvested awards at September 30, 2011 are scheduled to vest as follows, subject where applicable to the achievement of performance targets. As described above, certain performance targets are not yet established.

	Number
Vesting Date	of Awards

2012		294,998
2013		950,000
2014		459,169
Total		1,704,167

Approximately 238,750 of the unvested awards will vest based on the satisfaction of service requirements and 1,465,417 will vest based on the satisfaction of both service requirements and the achievement of pre-tax income performance targets.

Stock Options

In March 2011, the Compensation Committee established the 2011 pre-tax income performance target for 150,000 stock options awarded in 2009 and 2010. In September 2011, the Compensation Committee cancelled 95,000 stock option awards and replaced these with 140,000 stock option awards, and also approved the grant of 70,465 new stock option awards. Of the September 2011 stock option awards approved, 85,000 of the stock option awards will vest in 2014 subject only to the satisfaction of service requirements, 85,000 of the stock option awards will vest in 2014 subject to the satisfaction of both service requirements and achievement of certain pre-established pre-tax income targets, and 40,465 of the stock option awards vested immediately at the grant date. The exercise price of the options is equal to the closing price of the Company's Common Stock on the date the awards were approved by the Compensation Committee. The Compensation Committee has established the applicable pre-tax income performance targets for these awards. The stock option awards approved in 2009 and 2011 expire in May 2019 and May 2021, respectively. Additionally, 50,000 stock option awards were forfeited during September 2011.

For the three and nine month periods ended September 30, 2011, the Company recognized compensation expense of $0.6 million and $2.3 million, respectively, related to stock option awards. As of September 30, 2011, there was $4.6 million of unrecognized compensation expense related to the outstanding options which, absent significant forfeitures in the future, is expected to be recognized over a weighted average period of approximately 2.5 years.

A summary of stock option activity under the plan for the nine months ended September 30, 2011 is as follows:

				Weighted Average
	Number			Grant Date		Exercise
	of Shares			Fair Value		Price
Total Awarded and Outstanding - January 1, 2011		1,040,000		$	11.18	$	20.50
Granted		360,465			9.31		15.44
Forfeited		(80,000	)		14.84		26.19
Cancelled		(95,000	)		14.84		26.19
Total Granted and Outstanding		1,225,465			10.11		18.19
Approved for grant		300,000		(a)			20.33
Total Awarded and Outstanding - September 30, 2011		1,525,465		n.a.			18.61

(a)

Grant date fair value cannot be determined currently because the related performance targets for future years have not yet been established by the Compensation Committee.

There were 340,465 options that have vested and were exercisable at September 30, 2011 at a weighted average exercise price of $19.55 per share. Of the remaining options outstanding, approximately 650,000 of the outstanding options will vest based on the satisfaction of service requirements and 535,000 will vest based on the satisfaction of both service requirements and the achievement of pre-tax income performance targets.

The outstanding options had no intrinsic value and a weighted average remaining contractual life of 7.8 years at September 30, 2011.

The fair value of the third tranche of the 2009 awards, amounting to 150,000 options, was determined using the Black-Scholes option pricing model using the following key assumptions:

Risk-free interest rate		2.74	%
Expected life of options	6.5 years
Expected volatility of underlying stock		46.94	%
Expected quarterly dividends (per share)	$	0.00

The fair value of 30,000 of the new awards granted in September 2011 was determined using the Black-Scholes option pricing model using the following key assumptions:

Risk-free interest rate		1.25	%
Expected life of options	6.5 years
Expected volatility of underlying stock		48.70	%
Expected quarterly dividends (per share)	$	0.00

The fair value of 40,465 of the new awards granted in September 2011 was determined using the Black-Scholes option pricing model using the following key assumptions:

Risk-free interest rate		0.89	%
Expected life of options	5.0 years
Expected volatility of underlying stock		51.62	%
Expected quarterly dividends (per share)	$	0.00