7. Stockholders’ Equity

Stock Repurchase Program

In October 2011, the Company’s Board of Directors authorized a program to repurchase up to $200 million of the Company’s common stock over a period of approximately three years (the “2011 Program”). In February 2013 , the Company’s Board of Directors authorized another program to repurchase up to $300 million of the Company’s common stock over a three year period (the “February 2013 Program”). This program was in addition to the 2011 Program, which was fully expended as of February 27, 2013. In July 2013, the Company’s Board of Directors authorized a program to repurchase up to $300 million of the Company’s common stock over a period of approximately three years (“July 2013 Program” and together with the 2011 Program and the February 2013 Program, the “Repurchase Programs”) . The July 2013 Program was in addition to the February 2013 Program, which was fully expended on August 15, 2013. In February 2014, the Company’s Board of Directors authorized another program to repurchase up to $500 million of the Company’s common stock over a three year period (the “February 2014 Program”). The February 2014 Program was in addition to the July 2013 Program.

The following table illustrates the activity under the Repurchase Programs, in the aggregate, for FY2014, FY 2013, FY 2012 and FY 2011:


	# of shares repurchased as part of stock repurchase programs		cost of shares repurchased
FY 2014		4,994,578	$	193,434
FY 2013		15,812,566		436,419
FY 2012		7,185,257		125,341

Total, FY 2012 through FY 2014		27,992,401	$	755,194

As of December 31, 2014, $25.7 million and $500.0 million remained available for repurchase under the July 2013 Program and February 2014 Program, respectively.

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 3.0 million 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.

On August 15, 2012, the Company’s stockholders approved the Company’s Amended and Restated 2009 Plan (“Amended and Restated 2009 Plan”), which, among other items and matters, increased the shares available under the 2009 Plan by an additional 4.0 million shares to a total of 7.0 million shares issuable under the Amended and Restated 2009 Plan and extended the 2009 Plan termination date through August 15, 2022.

Shares Reserved for Issuance

At December 31, 2014, 2,327,704 common shares were reserved for issuance under the Amended and Restated 2009 Plan. At December 31, 2014 there were no common shares available for issuance under any other Company plan.

Stock Options and Warrants

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.

There was no compensation expense related to stock option grants or warrant grants during FY 2014 or FY 2013 and FY 2012, respectively.

Summaries of the Company’s stock options, warrants (other than warrants issued related to our 1.50% Convertible Notes and 2.50% Convertible Notes) and performance related options activity, and related information for FY 2014, FY 2013 and FY 2012 are as follows:


	Options			Weighted Average Exercise Price
Outstanding at January 1, 2012		1,711,008		$	5.42
Granted		—
Canceled		—
Exercised		(266,858	)		2.84
Expired/Forfeited		—

Outstanding at December 31, 2012		1,444,150		$	5.90
Granted		—
Canceled		—
Exercised		(131,073	)		2.70
Expired/Forfeited		—

Outstanding at December 31, 2013		1,313,077		$	6.22
Granted		—
Canceled		—
Exercised		(1,162,000	)		5.49
Expired/Forfeited		—

Outstanding at December 31, 2014		151,077		$	11.87

Exercisable at December 31, 2014		151,077		$	11.87

The weighted average contractual term (in years) of options outstanding and exercisable as of December 31, 2014, 2013 and 2012 were 1.43, 1.41, and 2.56 respectively.

No options vested during FY 2014, FY 2013 and FY 2012. There were no options granted during FY 2014, FY 2013 and FY 2012.

Cash received from option exercise under all share-based payment arrangements for FY2014, FY 2013 and FY 2012 was $10.1 million, $0.4 million and $0.8 million respectively. A tax benefit of approximately $10.7 million, $1.2 million and $1.5 million for FY 2014, FY 2013 and FY 2012, respectively, was for 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, 2014 and the exercise price of the underlying options. At December 31, 2014, 2013 and 2012, the aggregate intrinsic value of options exercised was $40.1 million, $4.8 million and $5.2 million, respectively. At December 31, 2014, 2013 and 2012 the aggregate intrinsic value of options outstanding and exercisable was $3.0 million, $44.0 million and $23.7 million, respectively. There were no unamortized options as of December 31, 2014.

Warrants


	Warrants			Weighted Average Exercise Price
Outstanding at January 1, 2012		197,250		$	19.39
Granted		—			—
Canceled		—			—
Exercised		—			—
Expired/Forfeited		(7,250	)		8.72

Outstanding at December 31, 2012		190,000		$	19.80
Granted		—			—
Canceled		—			—
Exercised		—			—
Expired/Forfeited		—			—

Outstanding at December 31, 2013		190,000		$	19.80
Granted		—			—
Canceled		—			—
Exercised		(170,000	)		21.35
Expired/Forfeited		—			—

Outstanding at December 31, 2014		20,000		$	6.64

Exercisable at December 31, 2014		20,000		$	6.64

All warrants issued in connection with acquisitions were 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, 2014, 2013 and 2012 were 3.76, 3.66 and 4.66, respectively.

In FY 2014 170,000 warrants were exercised. No warrants were exercised during FY 2013 and FY 2012.

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.

The following tables summarize information about unvested restricted stock transactions:


	FY 2014					FY 2013					FY 2012
	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		2,770,147		$	20.53		2,612,000		$	18.56		2,937,255		$	18.61
Granted		256,480			40.63		1,247,879			25.29		232,203			17.82
Vested		(278,305	)		20.04		(892,591	)		21.61		(546,947	)		18.49
Forfeited/Canceled		(48,590	)		25.81		(197,141	)		19.60		(10,511	)		19.62

Non-vested, December 31		2,699,732		$	22.40		2,770,147		$	20.53		2,612,000		$	18.56

The Company has awarded time-based restricted shares of common stock to certain employees. The awards have restriction periods tied to employment and vest over a maximum period of 5 years. The cost of the time-based 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 2014, FY 2013 and FY 2012, the Company awarded approximately 0.3 million, 1.2 million and 0.2 million restricted shares, respectively, with a fair market value of approximately $10.4 million, $31.6 million and $4.1 million, respectively.

The Company has awarded performance-based restricted shares of common stock to certain employees. The awards have restriction periods tied to certain performance measures. The cost of the performance-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed when the likelihood of those shares being earned is deemed probable.

Compensation expense related to restricted stock grants for FY 2014, FY 2013 and FY 2012 was approximately $18.5 million, $20.0 million and $11.5 million, respectively. An additional amount of $6.2 million is expected to be expensed evenly over a period of approximately three years. During FY 2014, FY 2013 and FY 2012, the Company withheld shares valued at $19.2 million, $3.7 million, and $1.2 million, respectively, of its restricted common stock in connection with net share settlement of restricted stock grants and option exercises.