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Stock-Based Compensation Plans
6 Months Ended
Jun. 30, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation Plans

12.         STOCK-BASED COMPENSATION PLANS

 

On March 26, 2012, our board of directors approved an amendment to our Amended and Restated Incentive Compensation Plan (the “Incentive Plan”) increasing the number of shares authorized for issuance by 500,000 shares, to 2 million shares.  Pursuant to the Incentive Plan, we can grant restricted stock, restricted stock units, stock options, and performance awards to team members, officers, directors, and contractors at any time prior to March 26, 2022.  The shares available for future grants under the Incentive Plan totaled 341,709 as of June 30, 2012.

 

On March 26, 2012, the compensation committee of our board of directors approved an award of 310,000 restricted stock units and 190,000 shares of restricted stock to our Chief Executive Officer.  The 310,000 restricted stock units and 90,000 shares of restricted stock are eligible to vest over a ten year period beginning in 2012 based on the cumulative improvement in our annual adjusted economic profit, a non-GAAP financial measure.  The remaining 100,000 shares of restricted stock are eligible to vest in equal annual installments over a five year period beginning in 2022 based on the attainment of annual adjusted economic profit targets.

 

A summary of the restricted stock activity under the Incentive Plan for the six months ended June 30, 2012 and 2011 is presented below:

 

 

 

 

 

 

 

 

(In thousands)

 

Number of Shares

 

 

 

For the Six Months Ended June 30,

 

Restricted Stock

 

2012

 

 

2011

 

Outstanding Beginning Balance

 

48

 

 

112

 

Granted

 

199

 

 

9

 

Vested

 

(37

)

 

(63

)

Forfeited

 

(3

)

 

(3

)

Outstanding Ending Balance

 

207

 

 

55

 

 

The grant-date fair value per share is estimated to equal the market price of our common stock on the date of grant.  In addition to the 190,000 shares of restricted stock granted to our Chief Executive Officer in 2012, we grant time-based shares of restricted stock annually to team members based on attaining certain individual and company performance criteria as a part of our annual incentive compensation program.  Based on the terms of individual restricted stock grant agreements, these time-based shares generally vest over a period of three to five years, based on continuous employment.

 

A summary of the restricted stock unit activity under the Incentive Plan for the six months ended June 30, 2012 and 2011 is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands, except per share data)

 

Nonvested

 

 

Vested

 

 

Total

 

 

 

 

 Restricted Stock Units

 

Number of Restricted Stock Units

 

 

Weighted Average Grant-Date Fair Value Per Share

 

 

Number of Restricted Stock Units

 

 

Weighted Average Grant-Date Fair Value Per Share

 

 

Number of Restricted Stock Units

 

 

 

 

Outstanding as of December 31, 2011

 

 

348

 

 

$

24.06

 

 

 

428

 

 

$

22.14

 

 

 

776

 

 

 

 

Granted

 

 

313

 

 

 

106.32

 

 

 

-

 

 

 

-

 

 

 

313

 

 

 

(1

)

Vested

 

 

(143

)

 

 

21.48

 

 

 

143

 

 

 

21.48

 

 

 

-

 

 

 

(2

)

Forfeited

 

 

(8

)

 

 

15.80

 

 

 

-

 

 

 

-

 

 

 

(8

)

 

 

 

 

Outstanding as of June 30, 2012

 

 

510

 

 

$

75.43

 

 

 

571

 

 

$

21.97

 

 

 

1,081

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands, except per share data)

 

Nonvested

 

 

Vested

 

 

Total

 

 

 

 

 Restricted Stock Units

 

Number of Restricted Stock Units

 

 

Weighted Average Grant-Date Fair Value Per Share

 

 

Number of Restricted Stock Units

 

 

Weighted Average Grant-Date Fair Value Per Share

 

 

Number of Restricted Stock Units

 

 

 

 

Outstanding as of December 31, 2010

 

 

521

 

 

$

19.99

 

 

 

270

 

 

$

22.94

 

 

 

791

 

 

 

 

Granted

 

 

5

 

 

 

62.20

 

 

 

-

 

 

 

-

 

 

 

5

 

 

 

(3

)

Vested

 

 

(158

)

 

 

20.99

 

 

 

158

 

 

 

20.99

 

 

 

-

 

 

 

(4

)

Forfeited

 

 

(6

)

 

 

13.19

 

 

 

-

 

 

 

-

 

 

 

(6

)

 

 

 

 

Outstanding as of June 30, 2011

 

 

362

 

 

$

20.10

 

 

 

428

 

 

$

22.14

 

 

 

790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)     The distribution date of vested restricted stock units is February 18, 2019 for 3 restricted stock units.  For 310 restricted stock units, the vested restricted stock units will be distributed in equal installments on December 31, 2022, 2023, 2024, 2025 and 2026.

(2)     The distribution date of vested restricted stock units is February 22, 2014 for 60 restricted stock units, February 22, 2016 for 77 restricted stock units and February 22, 2017 for 6 restricted stock units.

(3)     The distribution date of vested restricted stock units is February 22, 2018.

(4)     The distribution date of vested restricted stock units is February 22, 2014 for 60 restricted stock units, February 22, 2016 for 90 restricted stock units and February 22, 2017 for 8 restricted stock units.

 

     Each restricted stock unit represents and has a value equal to one share of common stock.  The grant-date fair value per share is estimated to equal the market price of our common stock on the date of grant.  In addition to the 310,000 restricted stock units granted to our Chief Executive Officer in 2012, we grant performance-based restricted stock units to team members as part of our long-term incentive compensation program.  These restricted stock units will be earned over a five-year period based upon the compounded annual growth rate in our adjusted economic profit, a non-GAAP financial measure.

 

Stock compensation expense consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

For the Three Months Ended

June 30,

 

For the Six Months Ended

June 30,

 

 

2012

 

2011

 

2012

 

2011

 

Restricted stock

 

$

1,048

 

 

$

164

 

 

$

1,269

 

 

$

380

 

Restricted stock units

 

 

2,686

 

 

 

437

 

 

 

3,287

 

 

 

812

 

Total

 

$

3,734

 

 

$

601

 

 

$

4,556

 

 

$

1,192

 

 

While the restricted stock units and shares of restricted stock are generally expected to vest in equal, annual installments over the corresponding requisite service periods of the grants, the related stock-based compensation expense is not recognized on a straight-line basis over the same periods.  Each installment is accounted for as a separate award and as a result, the fair value of each installment is recognized as stock-based compensation expense on a straight-line basis over the related vesting period.  The following table details how the expenses associated with restricted stock and restricted stock units, which are expected to be recognized over a weighted average period of 3.3 years, will be recorded assuming performance targets are achieved in the periods currently estimated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

Year

 

Restricted Stock Units

 

 

Restricted Stock

 

 

Total Projected Expense

 

Remainder of 2012

 

$

5,638

 

 

$

2,144

 

 

$

7,782

 

2013

 

 

8,167

 

 

 

3,256

 

 

 

11,423

 

2014

 

 

5,646

 

 

 

2,465

 

 

 

8,111

 

2015

 

 

4,210

 

 

 

2,003

 

 

 

6,213

 

2016

 

 

3,093

 

 

 

1,703

 

 

 

4,796

 

Thereafter

 

 

6,368

 

 

 

8,521

 

 

 

14,889

 

Total

 

$

33,122

 

 

$

20,092

 

 

$

53,214