Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity

Stockholders' Equity

Note 15 - Stockholders' Equity:

Preferred Stock

In 1990, our stockholders authorized 6 million shares of preferred stock, par value $0.0001 per share. The preferred stock is issuable in such classes and series and with such dividend rates, redemption prices, preferences, and conversion and other rights as the Board may determine at the time of issuance. At December 31, 2011 and 2010, we did not have any preferred stock issued and outstanding.

Dividends

We did not pay any dividends to holders of our common stock in 2011, 2010 or 2009. We have never declared or paid cash dividends on our common stock. We currently intend to retain our future earnings and available cash to fund the growth of our business and do not expect to pay dividends in the foreseeable future. However, payment of dividends is within the discretion of our Board of Directors. In certain circumstances, our ability to pay dividends is restricted by the various customary covenants contained in the senior unsecured credit facilities with JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Bank National Association and PNC Bank National Association as Co-Syndication Agents, DnB NOR Bank ASA and SunTrust Bank as Co-Documentation Agents and J.P. Morgan Securities LLC as Sole Bookrunner and Lead Arranger. Refer to Note 12 – "Senior Credit Facilities" for further details.

($ amounts in thousands)

Comprehensive (Loss) Income	For the Years Ended December 31,
	2011			2010			2009
Net (loss) income	$	(26,145	)	$	92,731		$	76,928
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable securities, net of tax		(124	)		(160	)		201
Less: reclassification adjustment for net (gains) losses included     in net income, net of tax		-			(60	)		34
Comprehensive (loss) income	$	(26,269	)	$	92,511		$	77,163

The reconciliation of the unrealized gains and losses on available for sale securities for years ended December 31, 2011 and 2010 is as follows ($ amounts in thousands):

	Unrealized (Loss) / Gain on Available for Sale Securities
	Before-Tax Amount			Tax Benefit (Expense)			Net-of-Tax Amount
Balance, December 31, 2009	$	575		$	(218	)	$	357
Unrealized (loss) gain on marketable securities, net of tax		(258	)		98			(160	)
Less: reclassification adjustment for net (gains) losses included     in net income, net of tax		(97	)		37			(60	)
Balance, December 31, 2010	$	220		$	(83	)	$	137
Unrealized (loss) gain on marketable securities, net of tax		(188	)		64			(124	)
Less: reclassification adjustment for net (gains) losses included     in net income, net of tax		-			-			-
Balance, December 31, 2011	$	32		$	(19	)	$	13

Treasury Stock

In April 2004, our Board of Directors authorized the repurchase of up to $50.0 million of our common stock. The repurchases may be made, subject to compliance with applicable securities laws, from time to time in the open market or in privately negotiated transactions. Shares of common stock acquired through the repurchase program are and will be available for general corporate purposes. We had repurchased 849 thousand shares of our common stock for approximately $32.2 million pursuant to the April 2004 authorization. In September 2007, our Board of Directors approved an expansion of our share repurchase program allowing for the repurchase of up to $75.0 million of our common stock, inclusive of the $17.8 million remaining from the April 2004 authorization. The repurchases may be made, subject to compliance with applicable securities laws, from time to time in the open market or in privately negotiated transactions. Shares of common stock acquired through the repurchase program are and will be available for general corporate purposes. Werepurchased 1,643 thousand shares of our common stock for approximately $31.4 million pursuant to the expanded program in 2007. Wedid not repurchase any shares of common stock under this authorization in 2009, 2010 or 2011. The authorized amount remaining for stock repurchases under the repurchase program was $43.6 million, as of December 31, 2011. The repurchase program has no expiration date.

Stock Options

At December 31, 2011 exercisable options amounted to 1,398 thousand, 1,765 thousand at the end of 2010 and 2,648 thousand at the end of 2009. The weighted average exercise prices of the options for these periods were $34.75 for 2011, $32.97 for 2010 and $34.74 for 2009. Exercise price ranges and additional information regarding the 2,286 thousand options outstanding at December 31, 2011 are as follows (share amounts in thousands):

		Outstanding Options					Exercisable Options
		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life	Number of Options		Weighted Average Exercise Price
Exercise Price Range
$	9.49 to $11.45		125	$	10.94	7.0 years		111	$	10.99
$	11.59 to $17.54		463	$	13.04	7.0 years		53	$	13.12
$	17.99 to $26.38		418	$	21.37	5.1 years		412	$	21.32
$	27.17 to $37.67		728	$	31.83	7.0 years		270	$	31.75
$	41.60 to $60.85		552	$	53.11	2.4 years		552	$	53.11

In 2004, our stockholders approved the 2004 Performance Equity Plan (the "2004 Plan") and in 2005 approved the amendment and restatement of the 2004 Plan. The 2004 Plan provides for the granting of incentive and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units or other stock based awards to our employees or others. The 2004 Plan became effective on May 26, 2004 and will continue until May 26, 2014 unless terminated sooner. We have reserved up to 4,708 thousand shares of common stock for issuance of stock options and up to 363 thousand shares of common stock for issuance of restricted stock and restricted stock units under the 2004 plan as of December 31, 2011. Vesting and option terms are determined in each case by the Compensation and Management Development Committee of the Board. The maximum term of the stock options and the stock appreciation rights are ten years. The restricted stock and the restricted stock units generally vest over four years.

In 1998, our stockholders approved the 1997 Directors' Stock Option Plan (the "1997 Directors' Plan"), which was subsequently amended at the 2003 Annual Meeting of Stockholders and again at the 2007 Annual Meeting of Stockholders. The 1997 Directors' Plan became effective October 28, 1997 and will continue until December 31, 2017 unless earlier terminated. Options granted under the 1997 Directors' Plan become exercisable in full on the first anniversary of the date of grant, so long as the eligible director has not been removed "for cause" as a member of the Board on or prior to the first anniversary of the date of grant. The maximum term of an option under the 1997 Directors' Plan is ten years. Prior to the 2007 amendment and restatement, the 1997 Directors' Plan also provided for the granting of restricted stock units that vest over 4 years. Upon the amendment and restatement of the 1997 Directors' Plan approved by the stockholders in 2007, non-employee directors, effective January 1, 2008, receive an annual grant of restricted stock units equal to the fair market value of $100,000, which vest one year from the anniversary of the date of grant unless the director has been removed "for cause." The restricted stock units are not issued or otherwise distributed to the director until the director terminates service on the Board. As of December 31, 2011, Par has reserved 142 shares of common stock for issuance under the 1997 Directors' Plan.

Under all of our stock option plans, the stock option exercise price of all the options granted equaled the market price on the date of grant.

In October 2004, the Board adopted a stockholder rights plan designed to ensure that all of our stockholders receive fair and equal treatment in the event of an unsolicited attempt to acquire us. The adoption of the rights plan is intended to deter partial and "two step" tender offers or other coercive takeover tactics, and to prevent an acquirer from gaining control of us without offering a fair price to all of our stockholders. The rights plan was not adopted in response to any known offers for us and is similar to stockholder rights plans adopted by many other public companies.

To implement the rights plan, the Board declared a distribution of one preferred stock purchase right per share of common stock, payable to all stockholders of record as of November 8, 2004. The rights will be distributed as a non-taxable dividend and expire on October 27, 2014. The rights will be evidenced by the underlying Company common stock, and no separate preferred stock purchase rights certificates will presently be distributed. The rights to acquire preferred stock are not immediately exercisable and will become exercisable only if a person or group acquires or commences a tender offer for 15% or more of our common stock.

If a person or group acquires or commences a tender offer for 15% or more of our common stock, each holder of a right, except the acquirer, will be entitled, subject to our right to redeem or exchange the right, to exercise, at an exercise price of $225, the right for one one-thousandth of a share of our newly-created Series A Junior Participating Preferred Stock, or the number of shares of our common stock equal to the holder's number of rights multiplied by the exercise price and divided by 50% of the market price of our common stock on the date of the occurrence of such an event. The Board may terminate the rights plan at any time or redeem the rights, for $0.01 per right, at any time before a person or group acquires 15% or more of Par's common stock.