Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity

Stockholders' Equity

(5) Stockholders' Equity

        In May 2006, the Company adopted the 2006 Equity Incentive Plan (the 2006 Plan), which was amended 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 Non-vested Stock Units (NSUs) annually to key personnel. The NSUs granted entitle the employee recipients to receive shares of common stock in the Company upon vesting of the NSUs. 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 2012 and 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 Stock Appreciation Right (SAR) awards and Restricted Stock Unit (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 considers achievement of the remaining performance conditions as probable and is recognizing such compensation cost over the service period.

        In June 2011, the Board of Directors of the Company adopted a 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 targets ranging between $1,825,000 and $2,500,000 and certain diluted earnings per share targets ranging between $7.00 and $9.60 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. The grant date fair value of these RSUs was $82.09 per share. As of December 31, 2012 and 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, 2012, the cumulative amount would be approximately $8,000 based on the maximum number of units if the performance objectives were probable.

        In May 2012, the Board of Directors of the Company adopted a long-term incentive award under its 2006 Equity Incentive Plan (2012 LTIP 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, 2015 only if the Company meets certain revenue targets ranging between $2,200,000 and $2,900,000 and certain diluted earnings per share targets ranging between $7.00 and $10.50 for the year ended December 31, 2015. No vesting of any 2012 LTIP Award will occur if either of the threshold performance criteria is not met for the year ending December 31, 2015. 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, during the twelve months ended December 31, 2012, the Company granted awards that contain a maximum amount of 352,000 RSUs. The grant date fair value of these RSUs was $56.12 per share. As of December 31, 2012, the Company did not believe that the achievement of the performance objectives of these 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 2012 LTIP Awards and would recognize a cumulative catch-up adjustment in the period they become probable. As of December 31, 2012, the cumulative amount would be approximately $3,000 based on the maximum number of units if the performance objectives were probable.

        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 February 2012, the Company approved a 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 did not obligate the Company to acquire any particular amount of common stock and the program could have been suspended at any time at the Company's discretion. During the six months ended June 30, 2012, the Company repurchased approximately 1,749,000 shares under this program, for approximately $100,000, or an average price of $57.16. As of June 30, 2012, the Company had repurchased the full amount authorized under this program. The purchases were funded from available working capital.

        In June 2012, the Company approved a stock repurchase program to repurchase up to $200,000 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. As of December 31, 2012, the Company had repurchased approximately 2,765,000 shares under this program, for approximately $120,700, or an average price of $43.66, leaving the remaining approved amount at $79,300.

        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 comprehensive income:

	Year Ended December 31,
	2012			2011			2010
Compensation expense recorded for:
NSUs	$	11,849		$	11,719		$	7,915
SARs		1,501			1,813			3,420
RSUs		231			305			677
Directors' shares		1,080			966			770
Total compensation expense		14,661			14,803			12,782
Income tax benefit recognized		(5,573	)		(5,788	)		(5,127	)
Net compensation expense	$	9,088		$	9,015		$	7,655

        The table below summarizes the total remaining unrecognized compensation cost related to nonvested awards that are considered probable of vesting as of December 31, 2012, and the weighted-average period over which the cost is expected to be recognized as of December 31, 2012:

	Unrecognized Compensation Cost		Weighted-Average Remaining Vesting Period (Years)
NSUs	$	6,780		0.6
SARs		4,883		3.2
RSUs		750		3.2
Total	$	12,413

        The unrecognized compensation cost excludes a maximum of $20,591 and $19,717 of compensation cost on the Level III Awards and 2012 LTIP Awards, respectively, 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, 2010		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
Granted		209,000			63.18
Vested		(297,000	)		35.90
Forfeited		(18,000	)		63.68
Cancelled*		(200,000	)		62.17
Nonvested at December 31, 2012		371,000		$	58.51

*

Nonvested Stock Units cancelled during the period represent awards granted whose performance criteria were not met.

• 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, 2010		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
Granted		—			—
Exercised		(15,000	)		26.73
Forfeited		—
Outstanding at December 31, 2012		745,000		$	26.73		7.9	$	10,087
Exercisable at December 31, 2012		220,000		$	26.73		4.4	$	2,979
Expected to vest and exercisable at December 31, 2012		707,945		$	26.73		7.8	$	9,586

        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, 2012 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, 2010		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
Granted		352,000			56.12
Vested		—			—
Forfeited		—			—
Nonvested at December 31, 2012		671,000		$	62.80

        The amounts granted in 2011 and 2012 are the maximum amount under the Level III Awards and 2012 LTIP Awards, respectively.