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SHARE BASED COMPENSATION
12 Months Ended
Dec. 31, 2011
Notes To Consolidated Financial Statement Abstract  
SHARE-BASED COMPENSATION

16.       STOCK OPTION PLANS AND SHARE-BASED COMPENSATION

 

As of December 31, 2011, the Company has seven active Stock Option Plans (the 2006, 2004, 2002, 1998, 1996, 1995 and 1992 Plans or, collectively, the “Plans”). Of these seven Plans, only the 2006 Incentive Award Plan is eligible for the granting of future awards. As of December 31, 2011, 4,101,505 options were outstanding under these Plans. Except for the 2002 Stock Option Plan, which only includes non-qualified incentive options, the Plans allow the Company to designate options as qualified incentive or non-qualified on an as-needed basis. Stock option awards granted from these plans are granted at the fair market value on the date of grant. Qualified and non-qualified stock options vest over a period determined at the time the options are granted, ranging from one to five years, and generally have a maximum term of ten years. Certain options provide for accelerated vesting if there is a change in control (as defined in the Plans). When options are exercised, new shares of the Company's Class A common stock are issued. Options outstanding at December 31, 2011 vary in price from $11.28 to $39.04, with a weighted average exercise price of $31.31 as is set forth in the following chart:

    Weighted Weighted   Weighted Weighted
    Average Average   Average Average
 Range ofNumber Contractual Exercise Number Contractual Exercise
 Exercise PricesOutstanding Life Price Exercisable Life Price
               
 $11.28 - $18.33529,712 1.7 $ 17.38 494,745 1.3 $ 17.81
 $19.60 - $25.85330,104 4.0 $ 22.54 293,462 3.5 $ 22.60
 $27.46 - $27.464,000 1.3 $ 27.46 4,000 1.3 $ 27.46
 $28.75 - $28.8711,310 1.4 $ 28.76 11,310 1.4 $ 28.76
 $29.20 - $29.20794,348 1.6 $ 29.20 794,348 1.6 $ 29.20
 $29.30 - $32.56686,314 2.8 $ 31.59 654,275 2.6 $ 31.60
 $32.81 - $36.06142,963 2.4 $ 33.80 140,693 2.4 $ 33.80
 $36.29 - $39.041,602,754 2.7 $ 38.44 1,554,860 2.6 $ 38.51
  4,101,505 2.4 $ 31.31 3,947,693 2.3 $ 31.51

The intrinsic value of options outstanding and exercisable, respectively, at December 31, 2011 was $16,377,974 and $15,139,449.

 

The total value of the stock options awards is expensed ratably over the service period of the employees receiving the awards. As of December 31, 2011, total unrecognized compensation cost related to stock option awards, to be recognized as expense subsequent to December 31, 2011 was approximately $1.0 million and the related weighted-average period over which it is expected to be recognized is approximately 2.5 years.

 

A summary of stock options granted within the Plans and related information for 2011, 2010 and 2009 is as follows:

 

        Weighted
        Average
  Qualified Non-Qualified Total Price
          
 Balance at December 31, 2008 876,458  9,830,899  10,707,357 $27.98
          
 Granted -  182,017  182,017 $13.94
 Exercised (157,515)  (976,900)  (1,134,415) $14.21
 Terminated/expired (51,884)  (449,228)  (501,112) $30.70
 Balance at December 31, 2009 667,059  8,586,788  9,253,847 $29.24
          
 Granted -  153,295  153,295 $23.33
 Exercised (90,259)  (640,115)  (730,374) $22.35
 Terminated/expired (291,656)  (1,893,759)  (2,185,415) $28.83
 Balance at December 31, 2010 285,144  6,206,209  6,491,353 $30.01
          
 Granted -  79,933  79,933 $34.30
 Exercised (252,586)  (2,136,490)  (2,389,076) $27.70
 Terminated/expired (6,505)  (74,200)  (80,705) $36.82
 Balance at December 31, 2011 26,053  4,075,452  4,101,505 $31.31

The intrinsic value of options exercised during 2011 was $20,540,228.

 

A summary of outstanding and exercisable stock options that are fully vested and are expected to vest, based on historical forfeiture rates, as of December 31, 2011, is as follows:

     Weighted  
   WeightedAverage  
   AverageRemainingAggregate
  NumberExerciseContractual Intrinsic
  of SharesPriceTermValue
        
 Outstanding, net of expected forfeitures 3,840,103$ 31.54 2.4$ 14,513,223
 Exercisable, net of expected forfeitures 3,726,976$ 31.64 2.3$ 13,802,367

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:

 

  YEAR ENDED
  DECEMBER 31, 2011 DECEMBER 31, 2010 DECEMBER 31, 2009
       
 Expected dividend yield0.77% to 0.88% 1.02% to 1.06% 0.34% to 1.01%
 Expected stock price volatility0.33 0.33 0.45 to 0.46
 Risk-free interest rate2.47% to 2.81% 2.82% to 3.04% 2.18% to 2.76%
 Expected life of options7.0 Years 7.0 Years 7.0 Years

The expected dividend yield is based on expected annual dividends to be paid by the Company as a percentage of the market value of the Company's stock as of the date of grant. The Company determined that a blend of implied volatility and historical volatility is more reflective of market conditions and a better indicator of expected volatility than using purely historical volatility. The risk-free interest rate is based on the U.S. treasury security rate in effect as of the date of grant. The expected lives of options are based on historical data of the Company.

 

The weighted average fair value of stock options granted during 2011, 2010 and 2009 was $12.25, $8.28 and $6.44, respectively.

 

Restricted Stock Awards

 

The Company also grants restricted stock awards to certain employees. Restricted stock awards are valued at the closing market value of the Company's Class A common stock on the date of grant, and the total value of the award is expensed ratably over the service period of the employees receiving the grants. As of December 31, 2011, the total amount of unrecognized compensation cost related to nonvested restricted stock awards, to be recognized as expense subsequent to December 31, 2011, was approximately $31.1 million, and the related weighted-average period over which it is expected to be recognized is approximately 3.1 years.

 

A summary of restricted stock activity within the Company's share-based compensation plans and changes for 2011, 2010 and 2009 is as follows:

    Weighted-
    Average
    Grant-Date
 Nonvested Shares Shares Fair Value
      
 Nonvested at December 31, 20081,204,851 $ 23.38
      
 Granted 975,173 $ 11.28
 Vested (201,600) $ 25.35
 Forfeited (62,955) $ 20.08
      
 Nonvested at December 31, 2009 1,915,469 $ 17.12
      
 Granted 511,235 $ 22.69
 Vested (400,408) $ 19.44
 Forfeited (231,851) $ 19.07
      
 Nonvested at December 31, 2010 1,794,445 $ 17.94
      
 Granted 758,457 $ 31.48
 Vested (488,057) $ 19.14
 Forfeited (145,383) $ 22.91
      
 Nonvested at December 31, 2011 1,919,462 $ 22.61

The total fair value of restricted shares vested during 2011, 2010 and 2009 was approximately $9.3 million, $7.8 million and $5.1 million, respectively.

 

Stock Appreciation Rights

 

During 2009, the Company began granting cash-settled stock appreciation rights (“SARs”) to many of its employees. SARs generally vest over a graduated five-year period and expire seven years from the date of grant, unless such expiration occurs sooner due to the employee's termination of employment, as provided in the applicable SAR award agreement. SARs allow the holder to receive cash (less applicable tax withholding) upon the holder's exercise, equal to the excess, if any, of the market price of the Company's Class A common stock on the exercise date over the exercise price, multiplied by the number of shares relating to the SAR with respect to which the SAR is exercised.  The exercise price of the SAR is the fair market value of a share of the Company's Class A common stock relating to the SAR on the date of grant. The total value of the SAR is expensed over the service period of the employee receiving the grant, and a liability is recognized in the Company's consolidated balance sheets until settled. The fair value of SARs is required to be remeasured at the end of each reporting period until the award is settled, and changes in fair value must be recognized as compensation expense to the extent of vesting each reporting period based on the new fair value. As of December 31, 2011, the total measured amount of unrecognized compensation cost related to outstanding SARs, to be recognized as expense subsequent to December 31, 2011, based on the remeasurement at December 31, 2011, was approximately $23.2 million, and the related weighted average period over which it is expected to be recognized is approximately 2.7 years.

 

The fair value of each SAR was estimated on the date of the grant, and was remeasured at year-end, using the Black-Scholes option pricing model with the following assumptions:

  Remeasurement SARs Granted During
  as of the Year Ended
  December 31, 2011 December 31, 2011
     
 Expected dividend yield0.96% 0.87%
 Expected stock price volatility0.34 0.32
 Risk-free interest rate0.36% to 0.83% 3.12%
 Expected life of SARs3.2 to 5.1 years 7.0 years
     
  SARs Granted During SARs Granted During
  the Year Ended the Year Ended
  December 31, 2010 December 31, 2009
     
 Expected dividend yield0.86% to 1.06% 0.35% to 1.01%
 Expected stock price volatility0.32 to 0.33 0.38 to 0.46
 Risk-free interest rate1.91% to 3.07% 2.18% to 3.00%
 Expected life of SARs7.0 years 7.0 years

The weighted average fair value of SARs granted during 2011, 2010 and 2009, as of the respective grant dates, was $9.90, $8.20 and $5.36, respectively. The weighted average fair value of all SARs outstanding as of the remeasurement date of December 31, 2011 was $17.01.

 

A summary of SARs activity for the years ended December 31, 2011, 2010 and 2009 is as follows:

      Weighted   
    Weighted Average   
    Average Remaining Aggregate
  Number Exercise Contractual Intrinsic
  of SARs Price Term Value
           
 Balance at December 31, 2008 - $ -     
           
 Granted 2,039,558 $ 11.39     
 Exercised - $ -     
 Terminated/expired (123,402) $ 11.28     
           
 Balance at December 31, 2009 1,916,156 $ 11.40     
           
 Granted 1,487,988 $ 23.10     
 Exercised (128,458) $ 11.29     
 Terminated/expired (245,544) $ 13.34     
           
 Balance at December 31, 2010 3,030,142 $ 16.99     
           
 Granted 64,135 $ 27.56     
 Exercised (282,661) $ 15.53     
 Terminated/expired (488,556) $ 16.72     
           
 Balance at December 31, 2011 2,323,060 $ 17.52  4.7 $ 36,543,807
           

The intrinsic value of SARs exercised during the year ended December 31, 2011 was $5,761,881.

 

As of December 31, 2011, 88,687 SARs were exercisable, with a weighted average exercise price of $17.74, a weighted average remaining contractual term of 4.8 years and an aggregate intrinsic value of $1,375,870.

 

Total share-based compensation expense from continuing operations recognized during 2011, 2010 and 2009 was as follows (in thousands):

  YEARS ENDED DECEMBER 31,
  201120102009
        
 Stock options$875$1,405$4,807
 Restricted stock awards 11,889 7,871 8,163
 Stock appreciation rights 10,702 6,997 5,027
  Total share-based compensation expense$23,466$16,273$17,997