14. 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 326,221 as of December 31, 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 years ended December 31, 2012, 2011 and 2010 is presented below:


Restricted Stock	Number of Shares			Weighted Average Grant-Date Fair Value Per Share
Outstanding as of January 1, 2010		242,277		$	20.23
Granted		19,183			40.36
Vested		(143,084	)		21.79
Forfeited		(6,618	)		27.59
Outstanding as of December 31, 2010		111,758		$	21.09
Granted		8,908			70.40
Vested		(62,655	)		19.52
Forfeited		(9,750	)		25.88
Outstanding as of December 31, 2011		48,261		$	31.26
Granted		199,558			105.96
Vested		(37,266	)		24.23
Forfeited		(3,879	)		66.89
Outstanding as of December 31, 2012		206,674		$	103.99

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 years ended December 31, 2012, 2011 and 2010 is presented below:


	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 January 1, 2010		648,250		$	19.35		120,000	$	26.30		768,250
Granted		32,500			39.89		-		-		32,500		(1	)
Vested		(149,650	)		20.24		149,650		20.24		-		(2	)
Forfeited		(10,000	)		39.89		-		-		(10,000	)
Outstanding as of December 31, 2010		521,100		$	19.99		269,650	$	22.94		790,750
Granted		37,500			63.73		-		-		37,500		(3	)
Vested		(158,150	)		20.99		158,150		20.99		-		(4	)
Forfeited		(52,000	)		20.18		-		-		(52,000	)
Outstanding as of December 31, 2011		348,450		$	24.06		427,800	$	22.14		776,250
Granted		329,160			105.74		-		-		329,160		(5	)
Vested		(143,150	)		21.48		143,150		21.48		-		(6	)
Forfeited		(8,500	)		15.80		-		-		(8,500	)
Outstanding as of December 31, 2012		525,960		$	76.01		570,950	$	21.97		1,096,910

(1)	The distribution date of vested restricted stock units is February 22, 2017.

(2)	The distribution date of vested restricted stock units is February 22, 2014 for 60,000 restricted stock units and February 22, 2016 for 89,650 restricted stock units.

(3)	The distribution date of vested restricted stock units is February 22, 2018 for 5,000 restricted stock units and February 18, 2019 for 32,500 restricted stock units.

(4)	The distribution date of vested restricted stock units is February 22, 2014 for 60,000 restricted stock units and February 22, 2016 for 89,650 restricted stock units and February 22, 2017 for 8,500 restricted stock units.

(5)

The distribution date of vested restricted stock units is February 18, 2019 for 3,000 restricted stock units and February 19, 2020 for 16,160 restricted stock units. For 310,000 restricted stock units, the vested restricted stock units will be distributed in equal installments on December 31, 2022, 2023, 2024, 2025 and 2026.

(6)	The distribution date of vested restricted stock units is February 22, 2014 for 60,000 restricted stock units, February 22, 2016 for 76,650 restricted stock units and February 22, 2017 for 6,500 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.

Pursuant to our 1992 Stock Option Plan (the "1992 Plan"), we had reserved 8.0 million shares of our common stock for the future granting of options to officers and other team members. Pursuant to our Director Stock Option Plan (the “Director Plan”), we had reserved 200,000 shares of our common stock for future granting of options to members of our Board of Directors. The exercise price of the options is no less than the fair market value on the date of the grant. Options expire ten years from the date of grant. The 1992 Plan and the Director Plan were terminated as to future grants on May 13, 2004, with shareholder approval of the Incentive Plan. All options outstanding as of December 31, 2012 and 2011 are vested.

Additional stock option information relating to the 1992 Plan and the Director Plan is as follows:


(Dollars in millions, except per share data)	1992 Plan							Director Plan
	Number of Options			Weighted Average Exercise Per Share		Aggregate Intrinsic Value		Number of Options			Weighted Average Exercise Per Share		Aggregate Intrinsic Value
Outstanding as of January 1, 2010		608,564		$	9.75				100,000		$	17.25
Options exercised		(300,475	)		9.66	$	10.0		-			-	$	-
Options forfeited		(960	)		7.45				-			-
Outstanding as of December 31, 2010		307,129		$	9.84				100,000		$	17.25
Options exercised		(300,024	)		9.74	$	15.8		-			-	$	-
Options forfeited		(1,200	)		8.48				-			-
Outstanding as of December 31, 2011		5,905		$	15.37				100,000		$	17.25
Options exercised		(5,905	)		15.37	$	0.5		(30,000	)		17.25	$	2.5
Outstanding as of December 31, 2012		-		$	-				70,000		$	17.25

Exercisable as of December 31:
2010		307,129		$	9.84	$	16.3		100,000		$	17.25	$	4.6
2011		5,905		$	15.37	$	0.4		100,000		$	17.25	$	6.5
2012		-		$	-	$	-		70,000		$	17.25	$	5.9

At December 31, 2012, we had 70,000 options outstanding and exercisable under the Director Plan with an exercise price of $17.25 per share and a remaining contractual life of 1.2 years.

Stock-based compensation expense consists of the following:


(In millions)	For the Years Ended December 31,
	2012		2011		2010
Restricted stock	$	3.4	$	0.6	$	0.9
Restricted stock units		8.8		1.3		3.2
Total	$	12.2	$	1.9	$	4.1

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 3.4 years, will be recorded assuming performance targets are achieved in the periods currently estimated:



(In millions)
For the Years Ended December 31,	Restricted Stock Units		Restricted Stock		Total Projected Expense
2013	$	8.5	$	3.2	$	11.7
2014		5.5		2.3		7.8
2015		4.3		2.0		6.3
2016		3.7		1.8		5.5
2017		2.8		1.6		4.4
Thereafter		4.3		7.0		11.3
Total	$	29.1	$	17.9	$	47.0