Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity

Stockholders' Equity

(6) Stockholders' Equity

        In May 2006, the Company adopted the 2006 Equity Incentive Plan (the 2006 Plan), which was amended by Amendment No. 1 dated May 9, 2007. The primary purpose of the 2006 Plan is to encourage ownership in the Company by key personnel, whose long-term service is considered essential to the Company's continued success. The 2006 Plan provides for 6,000,000 shares of the Company's common stock that are reserved for issuance to employees, directors, or consultants. The maximum aggregate number of shares that may be issued under the 2006 Plan through the exercise of incentive stock options is 4,500,000. Pursuant to the Deferred Stock Unit Compensation Plan, a Sub Plan under the 2006 Plan, a participant may elect to defer settlement of their outstanding unvested awards until such time as elected by the participant.

        The Company grants NSUs annually to key personnel. The NSUs granted entitle the employee recipients to receive shares of common stock in the Company. The vesting of all NSUs is subject to achievement of certain performance targets. For NSUs granted prior to 2011, these awards vest in quarterly increments between the third and fourth anniversary of the grant. For NSUs granted in 2011, one-third of these awards will vest at the end of each of the three years after the performance goals are achieved.

        The Company also has long-term incentive award agreements under the 2006 Plan for issuance of SAR awards and RSU awards to the Company's current and future executive officers. These awards vest subject to certain long-term performance objectives and certain long-term service conditions. One-half of the SAR and RSU awards vested 80% on December 31, 2010 and 20% on December 31, 2011, and, provided that the conditions are met, one-half of the SAR and RSU awards vest 80% on December 31, 2015 and 20% on December 31, 2016. The awards that vested on December 31, 2011 were settled on February 29, 2012. The Company fully expensed these awards as of December 31, 2011. The Company recognizes expense only for those awards that management deems probable of achieving the performance and service objectives.

        In May 2010, the stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 50,000,000 to 125,000,000 shares.

        In June 2009, the Company approved a stock repurchase program to repurchase up to $50,000 of the Company's common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements and other factors. The program did not obligate the Company to acquire any particular amount of common stock. The purchases were funded from available working capital. During the year ended December 31, 2011, the Company repurchased approximately 245,000 shares for approximately $20,000, or an average price of $81.22 per share. During the year ended December 31, 2010, the Company repurchased approximately 230,000 shares for approximately $10,000, or an average price of $43.67 per share. During the year ended December 31, 2009, the Company repurchased approximately 900,000 shares for approximately $20,000, or an average price of $22.14 per share. As of December 31, 2011, the Company had repurchased the full amount authorized under this program.

        In June 2011, the Board of Directors of the Company adopted a new long-term incentive award under its 2006 Equity Incentive Plan (the "Level III Awards"). These awards will be available for issuance to current and future members of the Company's management team, including the Company's named executive officers. Each recipient will receive a specified maximum number of RSUs, each of which will represent the right to receive one share of the Company's common stock. These awards vest subject to certain long-term performance objectives and certain long-term service conditions. The awards will vest on December 31, 2014 only if the Company meets certain revenue and diluted earnings per share targets for the year ended December 31, 2014. No vesting of any Level III Award will occur if either of the threshold performance criteria is not met for the year ending December 31, 2014. To the extent financial performance is achieved above the threshold levels, the number of RSUs that will vest will increase up to the maximum number of units granted under the award. Under this new program, the Company granted a maximum amount of 275,000 RSUs during the year ended December 31, 2011. As of December 31, 2011, the Company did not believe that the achievement of the performance objectives for the Level III Awards was probable, and therefore the Company did not recognize compensation expense for these awards. If the performance objectives become probable, the Company will then begin recording an expense for the Level III Awards and would recognize a cumulative catch-up adjustment in the period they become probable. As of December 31, 2011, the cumulative amount would be $2,740 based on the maximum number of units if the performance objectives were probable.

        Subsequent to December 31, 2011, the Company approved a new stock repurchase program to repurchase up to $100,000 of the Company's common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors. The program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended at any time at the Company's discretion. The purchases will be funded from available working capital.

        On a quarterly basis, the Company grants fully-vested shares of its common stock to each of its outside directors. The fair value of such shares is expensed on the date of issuance.

        The table below summarizes stock compensation amounts recognized in the consolidated statements of income:

	Year Ended December 31,
	2011			2010			2009
Compensation expense recorded for:
NSUs	$	11,719		$	7,915		$	5,652
SARs		1,813			3,420			5,287
RSUs		305			677			994
Directors' shares		966			770			1,083
Total compensation expense		14,803			12,782			13,016
Income tax benefit recognized		(5,788	)		(5,127	)		(5,096	)
Net compensation expense	$	9,015		$	7,655		$	7,920

        The table below summarizes the total remaining unrecognized compensation cost related to nonvested awards and the weighted-average period over which the cost is expected to be recognized as of December 31, 2011:

	Unrecognized Compensation Cost		Weighted-Average Remaining Vesting Period (Years)
NSUs	$	18,813		1.4
SARs		6,384		4.2
RSUs		981		4.2
Total	$	26,178

        The unrecognized compensation cost excludes a maximum of $20,591 of compensation cost on the Level III Awards, as achievement of the performance conditions are not considered probable.

• Nonvested Stock Units Issued Under the 2006 Plan

	Number of Shares			Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2009		744,000		$	23.52
Granted		291,000			17.80
Vested		(288,000	)		10.42
Forfeited		(30,000	)		26.34
Nonvested at December 31, 2009		717,000		$	26.34
Granted		315,000			45.99
Vested		(208,000	)		22.83
Forfeited		(26,000	)		25.98
Nonvested at December 31, 2010		798,000		$	35.61
Granted		199,000			87.50
Vested		(263,000	)		40.31
Forfeited		(57,000	)		46.61
Nonvested at December 31, 2011		677,000		$	48.14

• Stock Appreciation Rights Issued Under the 2006 Plan

	Number of SARs			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2009		1,200,000		$	26.73		10.8	$	—
Granted		—			—
Exercised		—			—
Forfeited		—			—
Outstanding at December 31, 2009		1,200,000		$	26.73		9.8	$	8,608
Granted		—			—
Exercised		—			—
Forfeited		(75,000	)		26.73
Outstanding at December 31, 2010		1,125,000		$	26.73		8.7	$	59,636
Granted		—			—
Exercised		(365,000	)		26.73
Forfeited		—			—
Outstanding at December 31, 2011		760,000		$	26.73		8.8	$	37,118
Exercisable at December 31, 2011		115,000		$	26.73		5.4	$	5,617
Expected to vest and exercisable at December 31, 2011		704,000		$	26.73		8.7	$	34,381

        The maximum contractual term is 10 and 15 years from the date of grant for those SARs with final vesting dates of December 31, 2011 and December 31, 2016, respectively. The number of SARs expected to vest is based on the probability of achieving certain performance conditions and is also reduced by estimated forfeitures. The difference between the amount outstanding and the amount expected to vest and exercisable at December 31, 2011 was estimated forfeitures for estimated failure to meet the long-term service conditions. On February 29, 2012, 120,000 SARs that vested on December 31, 2011 became exercisable.

• Restricted Stock Units Issued Under the 2006 Plan

	Number of Shares			Weighted- Average Grant-Date Fair Value
Nonvested at January 1, 2009		159,000		$	26.73
Granted		—			—
Vested		—			—
Forfeited		—			—
Nonvested at December 31, 2009		159,000		$	26.73
Granted		—			—
Vested		(64,000	)		26.73
Forfeited		(10,000	)		26.73
Nonvested at December 31, 2010		85,000		$	26.73
Granted		275,000			82.09
Vested		(16,000	)		26.73
Forfeited		(25,000	)		82.09
Nonvested at December 31, 2011		319,000		$	70.15

        The amounts granted in 2011 are the maximum amount under the Level III Awards. The Company issued 16,000 shares that vested on December 31, 2011 on February 29, 2012.