The Company has 30,000,000 shares of common stock authorized, with a par value of $1, and 12,911,508 shares issued as of December 31, 2011.

Holders of record of the Company's common stock for a period of less than 36 consecutive calendar months or less are entitled to 1 vote per share of common stock. Holders of record of the Company's common stock for a period greater than 36 consecutive calendar months are entitled to 10 votes per share of common stock.

The Company is authorized to issue 10,000,000 shares of preferred stock, $1 par value, subject to approval by the Board of Directors. The Board of Directors may designate one or more series of preferred stock and the number of shares, rights, preferences, and limitations of each series. As of December 31, 2011, no preferred stock has been issued.

The Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) in 2009. The registration statement was declared effective on January 29, 2010 and permits the Company to offer and sell from time to time in one or more public offerings up to $100 million aggregate dollar amount of its securities, which may be shares of preferred stock (either separately or represented by depositary shares), common stock, debt securities and warrants to purchase the Company's debt or equity securities, as well as units that include any of these securities, on terms, in each case, established at the time of the offering. The registration statement provides the Company with the ability to issue registered debt or equity securities on an accelerated basis. The Company sold 1,265,000 shares of its common stock during the second quarter of 2011. The Company received gross proceeds of $51,233. The Company used the proceeds to repay a portion of its revolving credit line during the second quarter of 2011.

The Company applies the FASB's guidance regarding share-based payments, which requires the recognition of the fair value of stock compensation in net income. The Company elected the modified prospective method in adopting the guidance. Under this method, the provisions of the guidance apply to all awards granted or modified after the date of adoption. In addition, the unrecognized expense of awards not yet vested at the date of adoption is recognized in net income in the periods after the date of adoption using the same valuation method (e.g. Black-Scholes) and assumptions determined under the original provisions of the guidance as disclosed in the Company's previous filings.

The Company recognized share-based compensation expense in selling, general and administrative expenses in its Consolidated Statement of Income for the years ended December 31, 2011, December 31, 2010 and December 31, 2009, which comprised the following:

	December 31,
		2011		2010		2009
Stock options	$	482	$	404	$	241
Nonvested stock awards		1,430		1,096		989
Employee stock purchase plan		44		42		49
Non-elective and elective 401(k) matching contribution in stock		1,497		1,424		723
Director stock ownership plan		60		130		128
Total share-based compensation expense	$	3,513	$	3,096	$	2,130

Based on historical experience, the Company has assumed a forfeiture rate of 13% on the nonvested stock. The Company will record additional expense if the actual forfeiture rate is lower than estimated, and will record a recovery of prior expense if the actual forfeiture is higher than estimated.

The Company has a long-term incentive program (“LTIP”) for key employees which provides for the granting of options to purchase stock at prices not less than market value on the date of the grant. Most options become exercisable between one and three years after the date of the grant for a period of time determined by the Company, but not to exceed seven years from the date of grant. Common stock awards issued under the LTIP program are subject only to time vesting over a three to five-year period. In addition, as part of the Company's Global Annual Incentive Plan (“GAIP”), nonvested shares may be issued to key employees, which generally vest over a two to five-year period.

As of December 31, 2011, the Company recorded $109 of excess tax benefits in capital in excess of par value on its Consolidated Balance Sheet related to stock option exercises. During 2010, the Company recorded $2,558 of excess tax benefits in capital in excess of par value on its Consolidated Balance Sheet related to stock option exercises, which occurred over the current and prior years. In previous years, the Company's actual taxable income in affected jurisdictions was not sufficient to recognize these benefits, while the Company's full-year 2010 taxable income was sufficient to recognize these benefits. For 2011 and 2010, the Company recognized these benefits as a cash inflow from financing activities in its Consolidated Statement of Cash Flows which represents the Company's estimate of cash savings during 2011 and 2010.

		2011				2010
			Weighted		Weighted		Weighted		Weighted
			Average		Average		Average		Average
			Exercise		Remaining		Exercise		Remaining
		Number of	Price		Contractual	Number of	Price		Contractual
		Shares	per Share		Term (years)	Shares	per Share		Term (years)
Options outstanding at January 1,		303,444	$	14.19		526,508	$	16.66
	Options granted	36,835		37.37		110,939		18.82
	Options exercised	(75,919)		18.02		(324,903)		19.59
	Options forfeited	(11,018)		13.67		0		0.00
	Options expired	0		0.00		(9,100)		20.71
Options outstanding at December 31,		253,342	$	16.43	4.7	303,444	$	14.19	4.9
Options exercisable at December 31,		98,239	$	11.83	4.3	64,463	$	17.27	2.5

The total intrinsic value of options exercised during 2011 was approximately $1,107. Intrinsic value is calculated as the difference between the current market price of the underlying security and the strike price of a related option. As of December 31, 2011, the total intrinsic value of options outstanding was $5,739, and the total intrinsic value of exercisable options was approximately $2,677.

A summary of the Company's outstanding stock options at December 31, 2011 is as follows:

					Number	Weighted	Weighted		Number	Weighted
					Outstanding	Average	Average		Exercisable	Average
Range of					at	Contractual	Exercise		at	Exercise
Exercise Prices					12/31/2011	Life	Price		12/31/2011	Price
$	3.74	-	$	7.47	109,026	4.16	$	6.93	58,466	$	6.93
$	7.48	-	$	18.69	0	0		0.00	0		0
$	18.70	-	$	22.42	107,481	4.83		18.90	39,773		19.03
$	22.43	-	$	33.63	0	0		0.00	0		0
$	33.64	-	$	37.37	36,835	6.17		37.37	0		0
					253,342	4.7		16.43	98,239		11.83

As of December 31, 2011, unrecognized compensation expense related to options granted in 2009 was $18, for options granted during 2010 was $233 and for options granted in 2011 was $361.

The Company granted stock options under its LTIP plan, subject only to time vesting over a three-year period. Stock options awarded in 2011, 2010, 2009 and 2008 were valued using the Black-Scholes option pricing model with the following assumptions in each respective year:

	Year Ended December 31,
	2011		2010		2009		2008
Stock option awards	36,835		110,939		165,990		145,184
Dividend yield	5.00	%	5.10	%	3.90	%	4.10	%
Expected volatility	62.13	%	53.72	%	44.22	%	30.31	%
Risk-free interest rate	1.99	%	2.85	%	2.09	%	3.15	%
Expected term (years)	5.0		6.0		6.0		6.0

These awards are being amortized on a straight-line basis over the respective vesting period of each award. The compensation expense recorded on each award during 2011, 2010 and 2009, respectively, is as follows:

		Year Ended December 31,
		2011		2010		2009
2011 Stock option awards	$	139	$	0	$	0
2010 Stock option awards	$	224	$	209	$	0
2009 Stock option awards	$	113	$	112	$	94
2008 Stock option awards	$	6	$	72	$	72

		Weighted
		Average Grant
	Number of	Date Fair Value
	Shares	(per share)
Nonvested awards, December 31, 2010	163,076	$	14.89
Granted	58,350	$	36.53
Vested	(42,412)	$	22.25
Forfeited	(9,151)	$	11.65
Nonvested awards, December 31, 2011	169,863	$	20.66

The fair value of the nonvested stock is based on the trading price of the Company's common stock on the date of grant. The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards. As of December 31, 2011, unrecognized compensation expense related to these awards was $1,648, to be recognized over a weighted average remaining period of 1.89 years.

		Weighted
		Average Grant
	Number of	Date Fair Value
	Shares	(per share)
Nonvested awards, December 31, 2010	63,250	$	7.72
Granted	0	$	0.00
Vested	0	$	0.00
Forfeited	(1,000)	$	7.72
Nonvested awards, December 31, 2011	62,250	$	7.72

As of December 31, 2011, unrecognized compensation expense related to these awards was $40 to be recognized over a weighted average remaining period of 0.25 years.

In 2000, the Board adopted an Employee Stock Purchase Plan (“ESPP”) whereby employees may purchase Company stock through a payroll deduction plan. Purchases are made from the plan and credited to each participant's account at the end of each month, the “Investment Date.” The purchase price of the stock is 85% of the fair market value on the Investment Date. The plan is compensatory and the 15% discount is expensed on the Investment Date. All employees, including officers, are eligible to participate in this plan. A participant may withdraw all uninvested payment balances credited to a participant's account at any time by giving written notice to the Company. An employee whose stock ownership of the Company exceeds five percent of the outstanding common stock is not eligible to participate in this plan.

In March 2003, the Company's Board of Directors approved a stock ownership plan for each member of the Company's Board to encourage the Directors to increase their investment in the Company. The Plan was effective on the date it was approved and remains in effect for a term of ten years or until it is earlier terminated by the Board. The maximum number of shares of Common Stock which may be issued under the Plan is 75,000, subject to certain conditions that the Compensation/Management Development Committee (the “Committee”) may elect which would adjust the number of shares. As of December 31, 2011, the Committee has not made any elections to adjust the shares under this plan. Each Director is eligible to receive an annual retainer for services rendered as a member of the Board of Directors. Currently, each Director who owns less than 7,500 shares of Company Common Stock is required to receive 75% of the annual retainer in Common Stock and 25% of the annual retainer in cash. Each Director who owns 7,500 or more shares of Company Common Stock may elect to receive payment of a percentage (up to 100%) of their annual retainer in shares of common stock. Currently, the annual retainer is $40. The number of shares issued in payment of the fees is calculated based on an amount equal to the average of the closing prices per share of Common Stock as reported on the composite tape of the New York Stock Exchange for the two trading days immediately preceding the retainer payment date. The retainer payment date is June 1.