Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity

6. Stockholders’ Equity

Stock Repurchase Program

On October 27, 2011, the Company announced that its Board of Directors authorized a program to repurchase up to $200 million of its common stock over a four year period.  This plan replaces the Company’s prior share repurchase program which expired on October 30, 2011. During FY 2011, under this repurchase program, the Company repurchased 1,150,000 shares for $19.1 million. There were no such repurchases in FY 2010.

Public Offering

On June 9, 2009, the Company completed a public offering of common stock pursuant to a registration statement that had been declared effective by the Securities and Exchange Commission (“SEC”).  All 10,700,000 shares of common stock offered by the Company in the final prospectus were sold at $15.00 per share.  Net proceeds to the Company from the offering amounted to approximately $152.8 million.

2009 Equity Incentive Plan

On August 13, 2009, the Company's stockholders approved the Company's 2009 Equity Incentive Plan ("2009 Plan”). The 2009 Plan authorizes the granting of common stock options or other stock-based awards covering up to 3,000,000 shares of the Company’s common stock.  All employees, directors, consultants and advisors of the Company, including those of the Company's subsidiaries, are eligible to be granted non-qualified stock options and other stock-based awards (as defined) under the 2009 Plan, and employees are also eligible to be granted incentive stock options (as defined) under the 2009 Plan. No new awards may be granted under the Plan after August 13, 2019.

Stock Options

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

The fair value for these options and warrants for all years was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions:

Expected Volatility	30 - 50	%
Expected Dividend Yield	0	%
Expected Life (Term)	3 - 7 years
Risk-Free Interest Rate	3.00 - 4.75	%

The options that the Company granted under its plans expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant.

Summaries of the Company's stock options, warrants (other than warrants issued related to our 1.875% Convertible Notes and 2.50% Convertible Notes) and performance related options activity, and related information for FY 2011, FY 2010 and FY 2009 are as follows:

				Weighted-Average
	Options			Exercise Price
Outstanding January 1, 2009		3,895,138		$	4.29
Granted		35,000			13.77
Canceled		(8,000	)		16.96
Exercised		(828,059	)		3.84
Expired/Forfeited		-			-
Outstanding December 31, 2009		3,094,079		$	4.48
Granted		15,000			16.33
Canceled		-			-
Exercised		(499,700	)		4.29
Expired/Forfeited		(16,844	)		1.31
Outstanding December 31, 2010		2,592,535		$	4.61
Granted		30,000			20.44
Canceled		-			-
Exercised		(911,527	)		3.61
Expired/Forfeited		-			-
Outstanding December 31, 2011		1,711,008		$	5.42
Exercisable at December 31, 2011		1,711,008		$	5.42

The weighted average contractual term (in years) of options outstanding as of December 31, 2011, 2010, and 2009, were 3.09, 2.79, and 3.88 respectively. The weighted average contractual term (in years) of options exercisable as of December 31, 2011, 2010, and 2009, were 3.09, 2.78, and 3.87 respectively.

The total fair value of options vested during FY 2011 and FY 2010 was $0.3 million and $0.1 million, respectively.  The weighted average grant date fair value per share of options granted during FY 2011, FY 2010, and FY 2009 was $8.85, $7.30, and $9.91.

Cash received from option exercise under all share-based payment arrangements for FY 2011, FY 2010, and FY 2009 was $3.3 million, $2.1 million, and $3.2 million respectively. A tax benefit of approximately $4.9 million, $1.3 million and $3.6 million for FY 2011, FY 2010 and FY 2009, respectively, were share-based payment arrangements.

The aggregate intrinsic value is calculated as the difference between the market price of the Company’s common stock as of December 31, 2011 and the exercise price of the underlying options. At December 31, 2011, 2010, and 2009, the aggregate intrinsic value of options exercised was $11.6 million, $7.5 million, and $7.3 million, respectively. At December 31, 2011, 2010 and 2009 the aggregate intrinsic value of options outstanding was $18.6 million, $38.1 million, and $25.3 million, respectively.  In addition, at December 31, 2011, 2010, and 2009, the aggregate intrinsic value of options exercisable was $18.6 million, $38.1 million, and $25.3 million, respectively.  There were no unamortized options as of December 31, 2011.

Warrants

				Weighted-Average
	Warrants			Exercise Price
Outstanding January 1, 2009		286,900		$	16.06
Granted		-			-
Canceled		-			-
Exercised		-			-
Expired/Forfeited		-			-
Outstanding December 31, 2009		286,900		$	16.06
Granted		-			-
Canceled		-			-
Exercised		(33,000	)		8.72
Expired/Forfeited		-			-
Outstanding December 31, 2010		253,900		$	17.01
Granted		-			-
Canceled		-			-
Exercised		(56,650	)		8.72
Expired/Forfeited		-			-
Outstanding December 31, 2011		197,250		$	19.39
Exercisable at December 31, 2011		197,250		$	19.39

All warrants issued in connection with acquisitions are recorded at fair market value using the Black Scholes model and are recorded as part of purchase accounting. Certain warrants are exercised using the cashless method.

The Company values other warrants issued to non-employees at the commitment date at the fair market value of the instruments issued, a measure which is more readily available than the fair market value of services rendered, using the Black Scholes model. The fair market value of the instruments issued is expensed over the vesting period.

The weighted average contractual term (in years) of warrants outstanding and exercisable as of December 31, 2011, 2010 and 2009 were 5.48, 4.97 and 5.97, respectively.

Warrants exercised during FY 2011 and FY 2010 were exercised in cashless transactions.  No warrants were exercised during FY 2009.

Restricted stock

Compensation cost for restricted stock is measured as the excess, if any, of the quoted market price of the Company’s stock at the date the common stock is issued over the amount the employee must pay to acquire the stock (which is generally zero). The compensation cost, net of projected forfeitures, is recognized over the period between the issue date and the date any restrictions lapse, with compensation cost for grants with a graded vesting schedule recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. The restrictions do not affect voting and dividend rights.

The following tables summarize information about unvested restricted stock transactions:

	FY 2011					FY 2010					FY 2009
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Non-vested, January 1		1,442,610		$	15.34		1,697,334		$	16.77		1,513,983		$	19.15
Granted		1,845,403			21.04		340,964			14.48		684,478			12.50
Vested		(350,758	)		17.91		(593,393	)		18.93		(465,138	)		18.06
Forfeited/Canceled		-			-		(2,295	)		16.15		(35,989	)		19.11
Non-vested, December 31		2,937,255			18.61		1,442,610			15.34		1,697,334			16.77

The Company has awarded restricted shares of common stock to certain employees. The awards have restriction periods tied to employment and vest over a period of 1-5 years. The cost of the restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed ratably over the vesting period. During FY 2011, FY 2010 and FY 2009, the Company awarded 1,845,403, 340,964 and 684,478 restricted shares, respectively, with a vesting period of 2-5 years and a fair market value of approximately $38.8 million, $4.9 million and $8.6 million.

Compensation expense related to restricted stock grants for FY 2011, FY 2010 and FY 2009 was approximately $11.4 million, $11.3 million and $8.9 million, respectively. An additional amount of $15.6 million is expected to be expensed evenly over a period of approximately four years. During FY 2011, FY 2010 and FY 2009, the Company withheld shares valued at $3.2 million, $3.0 million, and $0.7, respectively, of its restricted common stock in connection with net share settlement of restricted stock grants and option exercises.

Shares Reserved for Issuance

At December 31, 2011, 64,266 common shares were reserved for issuance under the 2009 Plan.   There were no common shares available for issuance under the 2006, 2002, 2001, and 2000 Stock Option Plans.