The Company has 30,000,000 shares of common stock authorized, with a par value of $1, and 13,094,901 shares issued as of December 31, 2012.

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, 2012, 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 permitted 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, including 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 provided 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. In early 2013, this shelf registration expired.

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, 2012, December 31, 2011 and December 31, 2010, which was comprised of the following:

	December 31,
		2012		2011		2010
Stock options	$	542	$	482	$	404
Nonvested stock awards and restricted stock units		1,504		1,430		1,096
Employee stock purchase plan		48		44		42
Non-elective and elective 401(k) matching contribution in stock		1,653		1,497		1,424
Director stock ownership plan		60		60		130
Total share-based compensation expense	$	3,807	$	3,513	$	3,096

As of December 31, 2012 and December 31, 2011, the Company recorded $2,045 and $109, respectively, of excess tax benefits in capital in excess of par value on its Consolidated Balance Sheets 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 then current and prior years. In previous years, the Company's 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 2012, 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 2012, 2011 and 2010.

		2012				2011
			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,		253,342	$	16.43		303,444	$	14.19
	Options granted	40,157		38.57		36,835		37.37
	Options exercised	(177,574)		11.87		(75,919)		18.02
	Options forfeited	(8,470)		29.32		(11,018)		13.67
Options outstanding at December 31,		107,455	$	31.23	5.1	253,342	$	16.43	4.7
Options exercisable at December 31,		17,360	$	28.81	4.4	98,239	$	11.83	4.3

The total intrinsic value of options exercised during 2012 was approximately $5,875. 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, 2012, the total intrinsic value of options outstanding was $2,362 and the total intrinsic value of exercisable options was approximately $424.

A summary of the Company's outstanding stock options at December 31, 2012 is as follows:

					Number	Weighted	Weighted		Number	Weighted
					Outstanding	Average	Average		Exercisable	Average
Range of					at	Contractual	Exercise		at	Exercise
Exercise Prices					12/31/2012	Life	Price		12/31/2012	Price
$	0.00	-	$	10.00	0	0	$	0	0	$	0
$	10.01	-	$	20.00	38,139	4.0		18.85	8,073		18.97
$	20.01	-	$	30.00	0	0		0	0		0
$	30.01	-	$	40.00	67,124	5.7		37.77	9,287		37.37
$	40.01	-	$	50.00	2,192	6.5		46.21	0		0
					107,455	5.1		31.23	17,360		28.81

As of December 31, 2012, unrecognized compensation expense related to options granted in 2010 was $16, for options granted during 2011 was $184 and for options granted in 2012 was $463.

During the first quarter of 2012, the Company granted stock options under its LTIP plan that are subject only to time vesting over a three-year period. In connection with a transition of key employees in the Company during the second quarter of 2012, stock options were granted under the Company's LTIP plan that are also subject only to time vesting over a three-year period. For the purposes of determining the fair value of stock option awards, the Company uses the Black-Scholes option pricing model and the assumptions set forth in the table below:

	June 30,		March 31,		Year Ended December 31,
	2012		2012		2011		2010		2009
Stock option awards	2,192		37,965		36,835		110,939		165,990
Dividend yield	2.69	%	3.09	%	5.00	%	5.10	%	3.90	%
Expected volatility	69.09	%	69.90	%	62.13	%	53.72	%	44.22	%
Risk-free interest rate	0.58	%	0.61	%	1.99	%	2.85	%	2.09	%
Expected term (years)	4.0		4.0		5.0		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 2012, 2011 and 2010, respectively, is as follows:

		Year Ended December 31,
		2012		2011		2010
2012 Stock option awards	$	167	$	0	$	0
2011 Stock option awards	$	164	$	139	$	0
2010 Stock option awards	$	193	$	224	$	209
2009 Stock option awards	$	18	$	113	$	112

		Weighted
		Average Grant
	Number of	Date Fair Value
	Shares	(per share)
Nonvested awards, December 31, 2011	169,863	$	20.66
Granted	42,754	$	39.43
Vested	(83,019)	$	12.99
Forfeited	(6,654)	$	27.67
Nonvested awards, December 31, 2012	122,944	$	31.98

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, 2012, unrecognized compensation expense related to these awards was $1,691, to be recognized over a weighted average remaining period of 1.80 years.

In 2012, the Company granted restricted stock units under the Company's LTIP plan. Nonvested restricted stock units granted under the Company's LTIP plan are shown below:

		Weighted
		Average Grant
	Number of	Date Fair Value
	Units	(per unit)
Nonvested awards, December 31, 2011	0	$	0.00
Granted	2,100	$	38.13
Vested	0	$	0.00
Forfeited	0	$	0.00
Nonvested awards, December 31, 2012	2,100	$	38.13

The fair value of the nonvested restricted stock units is based on the trading price of the Company's common stock on the date of grant. As of December 31, 2012, unrecognized compensation expense related to these awards was $51, to be recognized over a weighted average remaining period of 2.25 years.

		Weighted
		Average Grant
	Number of	Date Fair Value
	Shares	(per share)
Nonvested awards, December 31, 2011	62,250	$	7.72
Granted	0	$	0.00
Vested	(59,850)	$	7.72
Forfeited	(2,400)	$	7.72
Nonvested awards, December 31, 2012	0	$	0.00

As of December 31, 2012, these shares were fully vested and all related compensation expense was recognized.

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. 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 to adjust the number of shares. As of December 31, 2012, 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.