(12) Stock-Based Compensation

As of December 31, 2012, 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 stock options, which are currently being granted only to employees. 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, 2012, 573,965 shares of Class A Common Stock were authorized for future grants of new equity awards under the Company's 2004 Stock Incentive Plan.

The Company grants shares of restricted stock to key employees and stock awards to non-employee members of the Company's Board of Directors under the 2004 Stock Incentive Plan. Stock awards to non-employee members of the Company's Board of Directors vest immediately, and employees restricted stock awards vest 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. At December 31, 2012, 901,937 shares of Class A Common Stock were authorized for future grants under the Company's Management Stock Purchase Plan.

2004 Stock Incentive Plan

At December 31, 2012, total unrecognized compensation cost related to the unvested stock options was approximately $7.6 million with a total weighted average remaining term of 3.0 years. For 2012, 2011 and 2010, the Company recognized compensation cost of $2.1 million, $1.6 million and $1.7 million, respectively, in selling, general and administrative expenses. The Company recognized additional stock compensation expense in 2012 of approximately $0.6 million in connection with the modification of our former Chief Financial Officer's options related to his retention agreement. The Company recognized additional stock compensation expense in 2011 of approximately $2.2 million in connection with the modification of the former Chief Executive Officer's options related to his separation agreement.

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

	Years Ended December 31,

	2012							2011					2010
	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		1,272		$	30.43				1,303		$	29.00		1,300		$	26.25
Granted		415			37.67				295			29.39		282			33.65
Cancelled/Forfeitures		(33	)		31.18				(78	)		30.38		(94	)		23.33
Exercised		(590	)		30.19				(248	)		21.68		(185	)		19.69

Outstanding at end of year		1,064		$	33.37	$	9.62		1,272		$	30.43		1,303		$	29.00

Exercisable at end of year		360		$	30.91	$	12.08		745		$	30.61		769		$	27.56

As of December 31, 2012, the aggregate intrinsic values of exercisable options were approximately $4.3 million, representing the total pre-tax intrinsic value, based on the Company's closing Class A Common Stock price of $42.99 as of December 31, 2012, 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 2012, 2011 and 2010 was approximately $5.7 million, $3.9 million and $2.7 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, 2012:

	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)
$17.30 - $29.05		322		7.50	$	28.21		120	$	27.44
$29.35 - $33.65		282		6.01		32.61		205		32.22
$35.20 - $35.70		46		5.31		35.36		35		35.25
$37.41 - $40.17		414		9.61		37.67		—		—

		1,064		7.83	$	33.37		360	$	30.91

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,

	2012			2011			2010
Expected life (years)		6.0			6.0			6.0
Expected stock price volatility		41.2	%		40.9	%		41.3	%
Expected dividend yield		1.2	%		1.5	%		1.3	%
Risk-free interest rate		0.9	%		1.6	%		1.9	%

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 2012, 2011 and 2010, for its stock options. This rate was calculated based upon historical activity and is 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 $13.49, $10.19 and $12.36 for the years ended December 31, 2012, 2011 and 2010, respectively.

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

	Years Ended December 31,

	2012					2011					2010
	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		153		$	30.33		162		$	31.39		117		$	28.20
Granted		170			37.62		115			29.51		105			33.65
Cancelled/Forfeitures		(8	)		30.66		(14	)		31.12		(7	)		28.09
Vested		(78	)		30.61		(110	)		30.94		(53	)		29.24

Unvested at end of year		237		$	35.45		153		$	30.33		162		$	31.39

The total fair value of shares vested during 2012, 2011 and 2010 was $2.5 million, $2.5 million and $1.5 million, respectively. At December 31, 2012, total unrecognized compensation cost related to unvested restricted stock was approximately $7.0 million with a total weighted average remaining term of 2.2 years. For 2012, 2011 and 2010, the Company recognized compensation costs of $2.9 million, $2.4 million and $1.8 million, respectively, in selling, general and administrative expenses. The Company recognized additional stock compensation expense in 2012 of approximately $0.2 million in connection with the modification of our former Chief Financial Officer's restricted stock awards related to his retention agreement. The Company recognized additional stock compensation expense in 2011 related to restricted stock of approximately $0.8 million in connection with the modification of the former Chief Executive Officer's stock awards related to his separation agreement.

The Company applied an estimated forfeiture rate of 9.0%, 9.0% and 9.75% for 2012, 2011 and 2010, respectively, for restricted stock issued to key employees. The aggregate intrinsic value of restricted stock granted and outstanding approximated $10.2 million representing the total pre-tax intrinsic value based on the Company's closing Class A Common Stock price of $42.99 as of December 31, 2012.

Management Stock Purchase Plan

Total unrecognized compensation cost related to unvested RSUs was approximately $1.0 million at December 31, 2012 with a total weighted average remaining term of 1.4 years. For 2012, 2011 and 2010 the Company recognized compensation cost of $0.8 million, $1.3 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, 2012 total approximately $0.1 million.

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

	Years Ended December 31,

	2012							2011					2010
	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		392		$	18.74				361		$	16.92		350		$	18.13
Granted		64							99			25.15		159			19.87
Cancelled/Forfeitures		(110	)						(10	)		20.92		(21	)		16.68
Settled		(150	)						(58	)		18.01		(127	)		23.95

Outstanding at end of period		196		$	22.88	$	20.11		392		$	18.74		361		$	16.92

Vested at end of period		81		$	20.36	$	22.63		157		$	15.57		105		$	15.21

As of December 31, 2012, the aggregate intrinsic values of outstanding and vested RSUs were approximately $3.9 million and $1.8 million, respectively, representing the total pre-tax intrinsic value, based on the Company's closing Class A Common Stock price of $42.99 as of December 31, 2012, 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 2012, 2011 and 2010 was approximately $3.8 million, $1.2 million and $0.7 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, 2012:

	RSUs Outstanding				RSUs Vested

Range of Purchase Prices	Number Outstanding		Weighted Average Purchase Price		Number Vested		Weighted Average Purchase Price
	(RSUs in thousands)
$10.51 - $19.87		86	$	19.14		61	$	18.84
$25.15 - $25.15		55		25.15		20		25.15
$26.51 - $26.51		55		26.51		—		—

		196	$	22.88		81	$	20.36

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,

	2012			2011			2010
Expected life (years)		3.0			3.0			3.0
Expected stock price volatility		38.3	%		44.9	%		45.6	%
Expected dividend yield		1.1	%		1.2	%		1.5	%
Risk-free interest rate		0.4	%		1.2	%		1.5	%

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% for 2012, 2011 and 2010, for its RSUs. This rate was 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 $15.68, $16.25 and $12.81 during 2012, 2011 and 2010, respectively.

The Company distributed dividends of $0.44 per share for each of 2012, 2011 and 2010 on the Company's Class A Common Stock and Class B Common Stock.