SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2012

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

NOTE L – SHARE-BASED COMPENSATION

Stock Awards

As of December 31, 2012, the Company had outstanding stock options granted under the 2000 Non-Qualified Stock Option Plan and the 2002 Stock Option Plan and outstanding restricted stock units granted under the 2005 Ownership Incentive Plan (“the 2005 Plan”). The 2005 Plan superseded the Company’s 2000 Non-Qualified Stock Option Plan and 2002 Stock Option Plan with respect to future awards and, as amended, provides for the granting of 2.2 million shares, which may be awarded as incentive and nonqualified stock options, Stock Appreciation Rights (“SARs”), restricted stock, or restricted stock units. Any outstanding stock options under the 2000 or 2002 stock option plans which are forfeited or otherwise unexercised will be included in the shares available for grant under the 2005 Plan. As of December 31, 2012, the Company had not elected to treat any exercised options as employer SARs and no employee SARs had been granted. No stock options have been granted since 2004.

Restricted Stock Awards

A summary of the Company’s restricted stock award program is presented below:

	Units
Outstanding – January 1, 2012	1,157,238
Granted	394,900
Vested	(261,709)
Forfeited	(8,949)
Outstanding – December 31, 2012	1,281,480

The Compensation Committee of the Company’s Board of Directors granted restricted stock units under the 2005 Plan during the years ended December 31, 2012, 2011, and 2010 as follows:

		Weighted-Average
		Grant Date
	Units	Fair Value
2012	394,900	$        14.55
2011	334,700	$        22.49
2010	314,130	$        22.57

The fair value of restricted stock awards that vested in 2012, 2011, and 2010 was $4.3 million, $3.9 million, and $3.6 million, respectively. Unrecognized compensation cost related to restricted stock awards outstanding as of December 31, 2012 was $12.4 million, which is expected to be recognized over a weighted-average period of three years.

Stock Options

A summary of the Company’s stock option program is presented below:

			Weighted-
			Average
		Weighted-	Remaining	Intrinsic
	Shares	Average	Contractual	Value(2)
	Under Option(1)	Exercise Price	Term (Years)	(in thousands)
Outstanding – January 1, 2012	280,425	$       27.29
Granted	–
Exercised	–
Forfeited	(40,000)	26.61
Outstanding – December 31, 2012	240,425	$       27.40	0.7	–

(1) Options outstanding are vested and available to be exercised.

(2) The intrinsic value for each option represents the excess, if any, of the market value of the Company’s Common Stock on December 31, 2012 over the exercise price of the option.

The following table summarizes additional activity related to the Company’s stock option program for the years ended December 31:

	2012		2011		2010
			(in thousands)
Intrinsic value of options exercised	$	–	$	79	$	415
Cash proceeds of options exercised	$	–	$	763	$	1,828
Tax benefit of options exercised	$	–	$	30	$	83