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Stock-Based Compensation
12 Months Ended
Dec. 31, 2011
Stock-Based Compensation  
Stock-Based Compensation

 

(12) Stock-Based Compensation

        As of December 31, 2011, the Company maintained three stock incentive plans under which key employees and outside directors have been granted incentive stock options (ISOs) and nonqualified stock options (NSOs) to purchase the Company's Class A Common Stock. Only one plan, the 2004 Stock Incentive Plan, is currently available for the grant of new equity awards, which are currently being granted only to employees. Stock options granted under prior plans became exercisable over a five-year period at the rate of 20% per year and expire ten years after the date of grant. Under the 2004 Stock Incentive Plan, options become exercisable over a four-year period at the rate of 25% per year and expire ten years after the grant date. ISOs and NSOs granted under the plans may have exercise prices of not less than 100% and 50% of the fair market value of the Class A Common Stock on the date of grant, respectively. The Company's current practice is to grant all options at fair market value on the grant date. At December 31, 2011, 1,596,082 shares of Class A Common Stock were authorized for future grants of new equity awards under the Company's stock incentive plans.

        The Company grants shares of restricted stock to key employees and non-employee members of the Company's Board of Directors under the 2004 Stock Incentive Plan, which vest either immediately, over a one-year period, or over a three-year period at the rate of one-third per year. The restricted stock awards are amortized to expense on a straight-line basis over the vesting period.

        The Company also has a Management Stock Purchase Plan that allows for the granting of restricted stock units (RSUs) to key employees. On an annual basis, key employees may elect to receive a portion of their annual incentive compensation in RSUs instead of cash. Each RSU provides the key employee with the right to purchase a share of Class A Common Stock at 67% of the fair market value on the date of grant. RSUs vest ratably over a three-year period from the grant date. An aggregate of 2,000,000 shares of Class A Common Stock may be issued under the Management Stock Purchase Plan.

2004 Stock Incentive Plan

        At December 31, 2011, total unrecognized compensation cost related to the unvested stock options was approximately $4.9 million with a total weighted average remaining term of 3.0 years. For 2011, 2010 and 2009, the Company recognized compensation cost of $1.6 million, $1.7 million and $1.7 million, respectively, in selling, general and administrative expenses. The Company recognized additional stock compensation expense in 2011 related to unvested stock options of approximately $2.2 million in connection with the modification of our former CEO's options related to his separation agreement.

        The following is a summary of stock option activity and related information:

 
  Years Ended December 31,  
 
  2011   2010   2009  
 
  Options   Weighted
Average
Exercise
Price
  Weighted
Average
Intrinsic
Value
  Options   Weighted
Average
Exercise
Price
  Options   Weighted
Average
Exercise
Price
 
 
  (Options in thousands)
 

Outstanding at beginning of year

    1,303   $ 29.00           1,300   $ 26.25     1,216   $ 26.07  

Granted

    295     29.39           282     33.65     214     26.34  

Cancelled/Forfeitures

    (78 )   30.38           (94 )   23.33     (101 )   27.63  

Exercised

    (248 )   21.68           (185 )   19.69     (29 )   14.23  
                                       

Outstanding at end of year

    1,272   $ 30.43   $ 3.78     1,303   $ 29.00     1,300   $ 26.25  
                                       

Exercisable at end of year

    745   $ 30.61   $ 3.60     769   $ 27.56     882   $ 24.98  
                                       

        As of December 31, 2011, the aggregate intrinsic values of exercisable options were approximately $2.7 million, representing the total pre-tax intrinsic value, based on the Company's closing Class A Common Stock price of $34.21 as of December 31, 2011, which would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of options exercised for 2011, 2010 and 2009 was approximately $3.9 million, $2.7 million and $0.3 million, respectively.

        Upon exercise of options, the Company issues shares of Class A Common Stock.

        The following table summarizes information about options outstanding at December 31, 2011:

 
  Options Outstanding   Options Exercisable  
Range of Exercise Prices
  Number
Outstanding
  Weighted Average
Remaining Contractual
Life (years)
  Weighted Average
Exercise
Price
  Number
Exercisable
  Weighted Average
Exercise
Price
 
 
  (Options in thousands)
 

$14.09–$17.60

    16     1.56   $ 17.46     16   $ 17.46  

$17.61–$28.16

    247     5.86     25.88     180     25.71  

$28.17–$31.68

    406     8.60     29.15     106     29.35  

$31.69–$35.21

    603     6.55     33.60     443     33.51  
                             

 

    1,272     7.03   $ 30.43     745   $ 30.61  
                             

        The fair value of each option granted under the 2004 Stock Incentive Plan is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:

 
  Years Ended
December 31,
 
 
  2011   2010   2009  

Expected life (years)

    6.0     6.0     6.0  

Expected stock price volatility

    40.9 %   41.3 %   41.2 %

Expected dividend yield

    1.5 %   1.3 %   1.7 %

Risk-free interest rate

    1.6 %   1.9 %   2.8 %

        The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the option. The expected life (estimated period of time outstanding) of options and volatility were calculated using historical data. The expected dividend yield of stock is the Company's best estimate of the expected future dividend yield. The Company applied an estimated forfeiture rate of 6.75% for 2011, 2010 and 2009, for its stock options. These rates were calculated based upon historical activity and are an estimate of granted shares not expected to vest. If actual forfeitures differ from the expected rates, the Company may be required to make additional adjustments to compensation expense in future periods.

        The above assumptions were used to determine the weighted average grant-date fair value of stock options of $10.19, $12.36 and $9.70 for the years ended December 31, 2011, 2010 and 2009, respectively.

        The following is a summary of unvested restricted stock activity and related information:

 
  Years Ended December 31,  
 
  2011   2010   2009  
 
  Shares   Weighted
Average
Grant Date
Fair Value
  Shares   Weighted
Average
Grant Date
Fair Value
  Shares   Weighted
Average
Grant Date
Fair Value
 
 
  (Shares in thousands)
 

Unvested at beginning of year

    162   $ 31.39     117   $ 28.20     115   $ 31.28  

Granted

    115     29.51     105     33.65     86     26.21  

Cancelled/Forfeitures

    (14 )   31.12     (7 )   28.09     (16 )   29.15  

Vested

    (110 )   30.94     (53 )   29.24     (68 )   30.62  
                                 

Unvested at end of year

    153   $ 30.33     162   $ 31.39     117   $ 28.20  
                                 

        The total fair value of shares vested during 2011, 2010 and 2009 was $2.5 million, $1.5 million and $2.1 million, respectively. At December 31, 2011, total unrecognized compensation cost related to unvested restricted stock was approximately $3.8 million with a total weighted average remaining term of 2.2 years. For 2011, 2010 and 2009, the Company recognized compensation costs of $2.4 million, $1.8 million and $2.0 million, respectively, in selling, general and administrative expenses. The Company recognized additional stock compensation expense in 2011 related to restricted stock of approximately $0.8 million in connection with the modification of our former CEO's stock awards related to his separation agreement.

        The Company applied an estimated forfeiture rate of 9.0%, 9.75% and 5.2% for 2011, 2010 and 2009, respectively, for restricted stock issued to key employees. The aggregate intrinsic value of restricted stock granted and outstanding approximated $5.5 million representing the total pre-tax intrinsic value based on the Company's closing Class A Common Stock price of $34.21 as of December 31, 2011.

Management Stock Purchase Plan

        Total unrecognized compensation cost related to unvested RSUs was approximately $1.9 million at December 31, 2011 with a total weighted average remaining term of 1.7 years. For 2011, 2010 and 2009 the Company recognized compensation cost of $1.3 million, $1.2 million and $1.2 million, respectively, in selling, general and administrative expenses. Dividends declared for RSUs, that are paid to individuals, that remain unpaid at December 31, 2011 total approximately $0.3 million.

        A summary of the Company's RSU activity and related information is shown in the following table:

 
  Years Ended December 31,  
 
  2011   2010   2009  
 
  RSUs   Weighted
Average
Purchase
Price
  Weighted
Average
Intrinsic
Value
  RSUs   Weighted
Average
Purchase
Price
  RSUs   Weighted
Average
Purchase
Price
 
 
  (RSU's in thousands)
 

Outstanding at beginning of period

    361   $ 16.92           350   $ 18.13     297   $ 21.86  

Granted

    99     25.15           159     19.87     150     13.25  

Cancelled/Forfeitures

    (10 )   20.92           (21 )   16.68     (7 )   18.08  

Settled

    (58 )   18.01           (127 )   23.95     (90 )   22.31  
                                       

Outstanding at end of period

    392   $ 18.74   $ 15.47     361   $ 16.92     350   $ 18.13  
                                       

Vested at end of period

    157   $ 15.57   $ 18.64     105   $ 15.21     131   $ 21.12  
                                       

        As of December 31, 2011, the aggregate intrinsic values of outstanding and vested RSUs were approximately $6.1 million and $2.9 million, respectively, representing the total pre-tax intrinsic value, based on the Company's closing Class A Common Stock price of $34.21 as of December 31, 2011, which would have been received by the RSUs holders had all RSUs settled as of that date. The total intrinsic value of RSUs settled for 2011, 2010 and 2009 was approximately $1.2 million, $0.7 million and $0.1 million, respectively. Upon settlement of RSUs, the Company issues shares of Class A Common Stock.

        The following table summarizes information about RSUs outstanding at December 31, 2011:

 
  RSUs Outstanding   RSUs Vested  
Range of Purchase Prices
  Number
Outstanding
  Weighted Average
Remaining Contractual
Life (years)
  Weighted Average
Purchase
Price
  Number
Vested
  Weighted Average
Purchase
Price
 
 
  (RSUs in thousands)
 

$7.04–$10.56

    17     2.1   $ 10.38     17   $ 10.38  

$10.57–$17.60

    123     0.2     13.25     82     13.25  

$17.61–$21.11

    150     1.2     19.86     51     19.84  

$21.12–$24.64

    3     3.3     22.42     3     22.42  

$24.65–$25.73

    99     2.3     25.17     4     25.73  
                             

 

    392     1.2   $ 18.74     157   $ 15.57  
                             

        The fair value of each share issued under the Management Stock Purchase Plan is estimated on the date of grant, using the Black-Scholes-Merton Model, based on the following weighted average assumptions:

 
  Years Ended
December 31,
 
 
  2011   2010   2009  

Expected life (years)

    3.0     3.0     3.0  

Expected stock price volatility

    44.9 %   45.6 %   45.0 %

Expected dividend yield

    1.2 %   1.5 %   2.2 %

Risk-free interest rate

    1.2 %   1.5 %   1.4 %

        The risk-free interest rate is based upon the U.S. Treasury yield curve at the time of grant for the respective expected life of the RSUs. The expected life (estimated period of time outstanding) of RSUs and volatility were calculated using historical data. The expected dividend yield of stock is the Company's best estimate of the expected future dividend yield. The Company applied an estimated forfeiture rate of 6.3%, 6.3% and 5.2% for 2011, 2010 and 2009, respectively, for its RSUs. These rates were calculated based upon historical activity and are an estimate of granted shares not expected to vest. If actual forfeitures differ from the expected rates, the Company may be required to make additional adjustments to compensation expense in future periods.

        The above assumptions were used to determine the weighted average grant-date fair value of RSUs granted of $16.25, $12.81 and $8.14 during 2011, 2010 and 2009, respectively.

        The Company distributed dividends of $0.44 per share for each of 2011, 2010 and 2009 on the Company's Class A Common Stock and Class B Common Stock.