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Equity-Based Compensation
6 Months Ended
Jun. 30, 2011
Equity-Based Compensation  
Equity-Based Compensation

13.  EQUITY-BASED COMPENSATION

 

Equity-based payments to employees and directors, including grants of stock options, restricted stock units, and restricted stock, are recognized in the statements of operations based on the grant date fair value of the award.  The Company uses the straight-line method of attributing the value of stock-based compensation expense over the vesting periods.  Stock compensation expense recognized during the period is based on the value of the portion of equity-based awards that is ultimately expected to vest during the period.  Vesting requirements vary for directors, executives, and key employees with a range that typically equals three to four years.

 

The Gibraltar Industries, Inc. 2005 Equity Incentive Plan (the Plan) is an incentive compensation plan that allows the Company to grant equity-based incentive compensation awards to eligible participants to provide them an additional incentive to promote the business of the Company, to increase their proprietary interest in the success of the Company, and to encourage them to remain in the Company's employ.  Awards under the plan may be in the form of options, restricted shares, restricted units, performance shares, performance stock units, and rights.  The Plan provides for the issuance of up to 3,000,000 shares of common stock.  Of the total number of shares of common stock issuable under the Plan, the aggregate number of shares which may be issued in connection with grants of incentive stock options and rights cannot exceed 900,000 shares.  Vesting terms and award life are governed by the award document.

 

The following table provides the number of restricted stock units (that will convert to shares upon vesting) that were issued during the six months ended June 30 along with the weighted average grant date fair value of each award:

 

 

 

2011

 

2010

Awards

 

Number of

Awards

 

Weighted

Average

Grant Date

Fair Value

 

Number of

Awards

 

Weighted

Average

Grant Date

Fair Value

Restricted stock units

 

163,834

 

$

13.95

 

169,867

 

$

16.80

Restricted shares

 

6,000

 

$

13.63

 

6,000

 

$

12.74

 

On March 24, 2011, the Company's Chairman and Chief Executive Officer surrendered a portion of his 2010 restricted stock unit grant.  The unamortized portion of compensation expense related to these awards, totaling $885,000, was accelerated and recognized as compensation included in selling, general, and administrative expense for the six months ended June 30, 2011.

 

In September 2009, the Company awarded 905,000 performance stock units.  As of June 30, 2011, 868,000 of the originally awarded performance stock units remain outstanding after forfeitures and re-issuances.  The final number of performance stock units earned will be determined based on the Company's total stockholder returns relative to a peer group for three separate performance periods, consisting of the years ending December 31, 2009, 2010, and 2011.  The performance stock units earned will be converted to cash based on the trailing 90-day closing price of the Company's common stock as of the last day of the third performance period and will be paid in January 2012.  During the first two performance periods consisting of the years ended December 31, 2010 and 2009, participants earned 0% and 34% of target respectively, aggregating 100,300 performance stock units compared to the target of 589,834 awards.

 

The cost of the performance stock awards will be accrued over the vesting period which ends December 31, 2011.  As of June 30, 2011 and December 31, 2010, the value of the performance stock units accrued was based on a weighted average fair value of $4.31 and $7.92 per unit awarded, respectively.  The fair value per unit awarded was estimated using the actual performance stock units earned during the first two performance periods ended December 31, 2010 and 2009, an estimate of the number of units expected to be earned during the remaining performance period ending December 31, 2011, and the estimated trailing 90-day closing price of the Company's stock as of December 31, 2011 discounted to present value.  The following table summarizes the compensation expense recognized from the change in fair value and vesting of performance stock units awarded for the three and six months ended June 30 (in thousands):

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

 

2011

 

2010

 

2011

 

2010

Performance stock unit compensation expense

$

        217

$

(378)

$

(949)

$

(18)

 

The Management Stock Purchase Plan (MSPP) is an integral component of the Plan and provides participants the ability to defer a portion of their salary, their annual bonus under the Management Incentive Compensation Plan, and Directors' fees.  The deferral is converted to restricted stock units and credited to an account together with a company-match in restricted stock units equal to a percentage of the deferral amount.  The account is converted to cash at the trailing 200-day average closing price of the Company's stock and payable to the participants upon a termination of their service to the Company.  The matching portion vests only if the participant has reached their sixtieth (60th) birthday.  If a participant terminates their service to the Company prior to age sixty (60), the match is forfeited.  Upon termination, the account is converted to a cash account that accrues interest at 2% over the then current ten-year U.S. Treasury note rate.  The account is then paid out in five equal annual cash installments.

 

The fair value of restricted stock units held in the MSPP equals the trailing 200-day closing price of the Company's common stock as of the last day of the period.  During the six months ended June 30, 2011 and 2010, 154,507 and 143,870 restricted stock units, respectively, including the company-match, were credited to participant accounts.  At June 30, 2011 and December 31, 2010, the value of the restricted stock units in the MSPP was $11.18 and $11.03 per unit, respectively.  At June 30, 2011 and December 31, 2010, 523,468 and 457,343 restricted stock units, including the company-match, were credited to participant accounts including 64,581 and 84,635, respectively, of unvested restricted stock units.