(9)	Stock-Based Compensation

For the three and six month periods ended June 30, 2012, the Company recognized total compensation expense of $1.7 million and $5.1 million, respectively, in general and administrative expenses related to stock-based compensation awards. For the three and six months ended June 30, 2011 the Company recognized total compensation expense of $3.5 million and $7.1 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 performance targets. Upon vesting, each award is exchanged for one share of the Company's common stock. The grant date fair values of these awards are determined based on the closing price of either the award date (if subject only to service conditions), or, if later, the date that the Compensation Committee establishes the applicable performance target (if subject to performance conditions). As of June 30, 2012, the Compensation Committee has approved the grant of an aggregate of 4,875,833 restricted stock awards to eligible participants.

In March 2012, the Compensation Committee established the 2012 pre-tax income performance targets for 220,000 restricted stock units awarded in 2009 and 2010. In May and June 2012, the Compensation Committee approved the award of 783,333 new restricted stock units. Additionally 120,833 restricted stock units were forfeited during the six months ended June 30, 2012.

For the three and six months ended June 30, 2012, the Company recognized $1.2 million and $3.7 million, respectively, of compensation expense related to restricted stock awards. As of June 30, 2012 there was $8.4 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 2.8 years. A summary of restricted stock awards activity under the plan for the six months ended June 30, 2012 is as follows:

				Weighted Average		Aggregate
	Number			Grant Date		Intrinsic
	of Shares			Fair Value		Value
Granted and Unvested - January 1, 2012		1,185,832		$	19.65	$	14,633,167
Vested		(208,332	)		24.36		2,626,729
Granted		293,333			14.72		3,716,529
Forfeited		(120,833	)		13.47		-
Total Granted and Unvested		1,150,000			18.19		14,570,500
Approved for grant		888,335		(a)			11,255,204
Total Awarded and Unvested - June 30, 2012		2,038,335		n.a.			25,825,704

(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 June 30, 2012 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		-
2013		905,000
2014		408,335
2015		150,000
2016		165,000
2017		410,000
Total		2,038,335

Approximately 245,000 of the unvested awards will vest based on the satisfaction of service requirements and 1,793,335 will vest based on the satisfaction of both service requirements and the achievement of certain performance targets.

Stock Options

Stock option awards generally vest subject to the satisfaction of service requirements or the satisfaction of both service requirements and achievement of certain performance targets. The grant date fair values of these awards are determined based on the Black-Scholes option price model on either the award date (if subject only to service conditions), or, if later, the date that the Compensation Committee establishes the applicable performance target (if subject to performance conditions). The related compensation expense is amortized over the applicable service period. 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, and the awards expire ten years from the award date. As of June 30, 2012, the Compensation Committee has approved the award of an aggregate of 2,380,465 stock option awards to eligible participants.

In March 2012 the Compensation Committee established the 2012 pre-tax income performance target for 150,000 stock options awarded in 2009. In May and June 2012 the Compensation Committee approved the award of 695,000 new stock options. Additionally 75,000 stock options were forfeited during the six months ended June 30, 2012.

For the three and six months ended June 30, 2012, the Company recognized compensation expense of $0.5 million and $1.4 million, respectively, related to stock option awards. As of June 30, 2012, there was $2.9 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 2.8 years.

A summary of stock option activity under the plan for the six months ended June 30, 2012 is as follows:

				Weighted Average
	Number			Grant Date		Exercise
	of Shares			Fair Value		Price
Total Granted and Outstanding - January 1, 2012		1,225,465		$	10.11	$	18.45
Granted		165,000			5.65		19.51
Forfeited		(75,000	)		7.20		-
Total Granted and Outstanding		1,315,465			9.72		18.91
Approved for grant		830,000		(a)			12.80
Total Awarded and Outstanding - June 30, 2012		2,145,465		n.a.			16.55

(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 490,465 options that have vested and were exercisable at June 30, 2012 at a weighted average exercise price of $19.79 per share. Of the remaining options outstanding, approximately 592,500 of the outstanding options will vest based on the satisfaction of service requirements and 1,062,500 will vest based on the satisfaction of both service requirements and the achievement of certain performance targets.

The outstanding options had an intrinsic value of $0.1 million and a weighted average remaining contractual life of 7.1 years at June 30, 2012.

During 2009, the Compensation Committee approved the award of 750,000 stock options that vest in five equal annual tranches from 2010 to 2014 subject to the achievement of pre-tax income performance targets established by the Compensation Committee. In March 2012, the Compensation Committee established the 2012 pre-tax income performance target for the fourth tranche of 150,000 stock options awarded in 2009. During May 2012, the Compensation Committee approved the award of 15,000 stock options that vest subject to service-based requirements only. The fair values of these stock options were determined during the six months ended June 30, 2012 using the Black Scholes option pricing model using the following key assumptions:

Number of Shares		150,000			15,000
Risk-free interest rate		0.88	%		1.12	%
Expected life of options	4.4 years			7.3 years
Expected volatility of underlying stock		53.89	%		50.59	%
Expected quarterly dividends (per share)		0.00			0.00