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Stock-Based Compensation Plans
12 Months Ended
Dec. 31, 2013
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, or strategic goals, 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 February 3, 2014, 342,950 restricted stock units were awarded, including 9,975 awarded to the Company’s independent directors, at an estimated value of $32.60 per share, the closing price on January 31, 2014. The restrictions on these awards generally lapse one quarter on each of the date of the award and the first, second and third anniversaries of the date of the award. Restrictions on awards to three executive officers of the Company lapse three quarters on the third anniversary of the date of the award and one quarter on the fourth anniversary of the date of the award.

 

The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2013:

 

 

 

 

 

 

 

Aggregate

 

 

 

 

 

Weighted-

 

Intrinsic

 

 

 

Shares

 

Average

 

Value *

 

Unvested Restricted Stock Units (RSUs)

 

(in thousands)

 

Price

 

(in thousands)

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2013

 

264

 

$

33.23

 

 

 

Awarded

 

359

 

31.96

 

 

 

Vested

 

(174

)

32.62

 

 

 

Forfeited

 

(1

)

32.47

 

 

 

Outstanding at December 31, 2013

 

448

 

$

32.48

 

$

16,447

 

Outstanding and expected to vest at December 31, 2013

 

436

 

$

32.45

 

$

16,021

 

 

*  The intrinsic value is calculated using the closing price per share of $36.73 as reported by the New York Stock Exchange on December 31, 2013.

 

The total intrinsic value of restricted stock units vested during the years ended December 31, 2013 and 2012, was $5.7 million and $3.1 million, respectively, based on the market value on the award date.

 

The fair value of each stock option award was 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 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1995 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30

 

02/15/11

 

2.92

%

1.76

%

6.6 years

 

38.0

%

$29.58

 

$

10.49

 

 

No stock options were granted under the 2011 Plan in 2012 or 2013.

 

The following table summarizes the Company’s stock option activity for the year ended December 31, 2013:

 

 

 

 

 

 

 

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, 2013

 

1,907

 

$

31.58

 

3.8

 

$

5,347

 

Exercised

 

(512

)

$

29.39

 

 

 

 

 

Forfeited

 

(374

)

$

40.65

 

 

 

 

 

Outstanding at December 31, 2013

 

1,021

 

$

29.35

 

4.0

 

$

7,539

 

Outstanding and expected to vest at December 31, 2013

 

1,003

 

$

29.35

 

4.0

 

$

7,404

 

Exercisable at December 31, 2013

 

573

 

$

29.14

 

3.9

 

$

4,352

 

 

* 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 $36.73 as reported by the New York Stock Exchange on December 31, 2013.

 

The total intrinsic value of stock options exercised during the three years ended December 31, 2013, 2012 and 2011, was $2.6 million, $1.1 million and $0.1 million, respectively.

 

A summary of the status of unvested stock options as of December 31, 2013, and changes during the year ended December 31, 2013, is presented below:

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

Shares

 

Grant-Date

 

Unvested Options

 

(in thousands)

 

Fair Value

 

 

 

 

 

 

 

Unvested at January 1, 2013

 

826

 

$

10.25

 

Vested

 

(377

)

$

10.17

 

Forfeited

 

(1

)

$

10.33

 

Unvested at December 31, 2013

 

448

 

$

10.31

 

 

As of December 31, 2013, total unrecognized compensation cost of $18.1 million was related to unvested stock-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 1.5 years. Stock 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, is determined by the Compensation and Leadership Development Committee of the Board. In 2013, 2012 and 2011, the Company issued, and committed to issue, 11 thousand, 9 thousand and 12 thousand shares, respectively, which resulted in pre-tax compensation charges of $0.7 million, $0.5 million and $0.7 million for the years ended December 31, 2013, 2012 and 2011, 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.