Stock-Based Compensation Plans

12 Months Ended

Dec. 31, 2011

Stock-Based Compensation Plans

Stock-Based Compensation Plans

13.               Stock-Based Compensation Plans

The Company has one stock-based incentive plan, which incorporates and supersedes its two previous plans (see Note 1 — Accounting for Stock-Based Compensation). Participants are granted stock-based awards only if the applicable Company-wide or profit-center operating goals, or both, established by the Compensation and Leadership Development Committee of the Board of Directors at the beginning of the year, are met.

The fair value of each restricted stock unit award is estimated on the date of the award based on the closing market price of the underlying stock on the day preceding the date of the award. On January 30, 2012, 361,061 restricted stock units were awarded, including 8,550 awarded to the Company’s independent directors, at an estimated value of $33.23 per share, the closing price on January 27, 2012. The restrictions on these awards generally lapse one quarter on the date of the award and one quarter on each of the first, second and third anniversaries of the date of the award.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility is based on historical volatilities of the Company’s common stock measured monthly over a term that is equivalent to the expected life of the option. The expected terms of options are estimated based on the Company’s prior exercise experience and future expectations of the exercise and termination behavior of the grantees. The risk-free rate is based on the yield of United States Treasury zero-coupon bonds with maturities comparable to the expected life in effect at the time of grant. The dividend yield is based on the expected dividend rate on the grant date.

The assumptions used in the Black-Scholes option pricing model for options granted in 2011, 2010 and 2009, for both continuing and discontinued operations, were as follows:

Number		Risk-
of Options		Free
Granted	Grant	Interest		Dividend		Expected				Fair
(in thousands)	Date	Rate		Yield		Life	Volatility		Exercise Price	Value
1994 Plan
1,362	02/03/11	2.62	%	1.75	%	6.2 years	39.0	%	$29.66 to $32.63	$	10.33
148	02/02/10	2.93	%	1.62	%	6.5 years	36.0	%	$24.75	$	8.46
24	02/23/09	2.08	%	2.48	%	6.5 years	30.9	%	$16.10	$	4.06
29	02/04/09	2.17	%	1.88	%	6.5 years	30.9	%	$21.25	$	5.86
1995 Plan
30	02/15/11	2.92	%	1.76	%	6.6 years	38.0	%	$29.58	$	10.49

No options were granted under the 1995 Plan in 2010 or 2009.

The following table summarizes the Company’s stock option activity for the year ended December 31, 2011:

					Weighted-
			Weighted-		Average	Aggregate
			Average		Remaining	Intrinsic
	Shares		Exercise		Contractual	Value*
Non-Qualified Stock Options	(in thousands)		Price		Life	(in thousands)
Outstanding at January 1, 2011	1,124		$	34.19	2.6	$	1,891
Granted	1,392		$	29.66
Exercised	(9	)	$	24.87
Forfeited	(373	)	$	34.88
Outstanding at December 31, 2011	2,134		$	31.15	4.8	$	8,053
Outstanding and expected to vest at December 31, 2011	2,081		$	31.21	4.7	$	7,804
Exercisable at December 31, 2011	892		$	33.92	3.1	$	2,471

* The intrinsic value represents the amount by which the fair market value of the underlying common stock exceeds the exercise price of the option, using the closing price per share of $33.66 on December 31, 2011.

The total intrinsic value of options exercised during the three years ended December 31, 2011, 2010 and 2009, was $0.1 million, $1.4 million and $3.0 million, respectively.

A summary of the status of unvested options as of December 31, 2011, and changes during the year ended December 31, 2011, is presented below:

			Weighted-
			Average
	Shares		Grant-Date
Unvested Options	(in thousands)		Fair Value
Unvested at January 1, 2011	180		$	7.85
Granted	1,392		$	10.33
Vested	(325	)	$	9.84
Forfeiture	(5	)	$	9.25
Unvested at December 31, 2011	1,242		$	10.11

As of December 31, 2011, total unrecognized compensation cost of $17.7 million was related to unvested share-based compensation arrangements expected to be awarded under the 2011 Plan and granted under the 1994 Plan. This cost is expected to be recognized over a weighted-average period of 3.0 years. Options granted under the 1995 Plan are fully vested and the associated expense is fully recognized as of the date of grant.

The Company also maintains a Stock Bonus Plan whereby it awards shares to employees, who do not otherwise participate in one of the Company’s stock-based incentive plans. The number of shares awarded, as well as the period of service, are determined by the Compensation and Leadership Development Committee of the Board. In 2011, 2010 and 2009, the Company issued, and committed to issue, 12 thousand, 8 thousand and 10 thousand shares, respectively, which resulted in pre-tax compensation charges, for both continuing and discontinued operations, of $0.7 million, $0.4 million and $0.5 million for the years ended December 31, 2011, 2010 and 2009, respectively. These employees are also awarded cash bonuses, which are included in these charges, to compensate for their income taxes payable as a result of the stock bonuses. Shares have been issued under this Plan in the year following the year in which the employee reached the tenth anniversary of employment with the Company.