EQUITY INCENTIVE PLANS

As of July 1, 2012, under the 2006 Stock Incentive Plan ("2006 Plan"), the Company had 1,509,454 shares of common stock available for issuance pursuant to future awards that may be granted under the plan of which up to 681,054 shares were available for the issuance of awards other than stock options. During the twenty-six weeks ended July 1, 2012, the Company repurchased and retired 57,457 shares of fully vested employee equity awards.

Stock Options

The Company uses a Black-Scholes option valuation model to estimate the fair value of each option awarded. A summary of the activity of stock option awards issued and outstanding under Company Plans is as follows for the twenty-six weeks ended July 1, 2012:



Fiscal Year	Shares		Wtd. Avg. Exercise Price		Wtd. Avg. Remaining Contractual Term (years)	Aggregate Intrinsic Value
	(in thousands)					(in thousands)
Options outstanding at January 1, 2012	1,601		$	19.44	6.73	$	2,778
Options granted	—		—
Options exercised	(62	)	6.41
Options forfeited/canceled/expired	(51	)	22.47
Options outstanding at July 1, 2012	1,488		$	19.88	6.36	$	5,228
Options exercisable at July 1, 2012	1,017		$	18.38	5.53	$	4,828

No stock options were granted by the Company during the twenty-six weeks ended July 1, 2012. During the fiscal year ended January 1, 2012, the Company granted 554,350 stock options to its employees with an aggregate fair value of $5.4 million and a weighted average exercise price of $24.71. During the fiscal year ended January 1, 2012, 297,406 shares of common stock were issued to employees as a result of option exercises. For the twenty-six weeks ended July 1, 2012 and July 3, 2011, the amount of stock-based compensation expense related to stock options was $1.4 million and $1.8 million, respectively. As of July 1, 2012, the Company had $3.1 million of unrecognized compensation costs related to non-vested stock option awards that are expected to be recognized over a weighted average period of 2.3 years.

Restricted Stock

Shares of restricted stock become unrestricted shares of common stock upon vesting on a one-for-one basis. The cost of these awards is determined using the closing price of the Company’s common stock on the date of the grant and compensation expense is recognized over the vesting period. Generally, the restricted stock awards vest in equal increments over either a three or four year period. A summary of the activity of restricted stock outstanding is as follows for the twenty-six weeks ended July 1, 2012:



	Shares		Wtd. Avg. Grant Date Fair Value
	(in thousands)
Restricted stock outstanding at January 1, 2012	442		$	23.32
Granted	285		17.62
Vested	(108	)	24.60
Forfeited/canceled	(22	)	22.45
Restricted stock outstanding at July 1, 2012	597		$	20.62

During the twenty-six weeks ended July 1, 2012, the Company issued 285,000 restricted stock awards to its Directors and to certain senior employees. Of these awards, 205,000 are performance based awards which will be forfeited if the Company does not achieve certain targeted revenue in its fiscal year ending December 30, 2012. These performance based awards were canceled and new performance awards were granted on July 20, 2012 with revised performance targets. See Note 16 Subsequent Events for further discussion. During the fiscal year ended January 1, 2012, the Company issued 381,010 restricted stock awards to its Directors and certain senior employees. Of these awards, 205,000 were performance based awards for which the targeted revenue was achieved for the fiscal year ended January 1, 2012. For performance based awards granted prior to July 20, 2012, these grants vest over a three year period from the date of the award if the targeted revenue is achieved. The aggregate fair value of the awards issued during the twenty-six weeks ended July 1, 2012 and the fiscal year ended January 1, 2012, based on the closing price of the Company's common stock on the respective grant dates, was $5.0 million and $9.3 million, respectively.

During the fiscal year ended January 1, 2012, 94,530 shares of common stock were issued to employees as a result of the satisfaction of vesting requirements. For the twenty-six weeks ended July 1, 2012 and July 3, 2011, the Company recognized $2.1 million and $1.8 million, respectively, of compensation expense related to its restricted stock awards. As of July 1, 2012, the Company had $9.9 million of unrecognized compensation costs related to non-vested restricted stock awards that are expected to be recognized over a weighted average period of 2.5 years.

Employee Stock Purchase Plan

On July 9, 2011, the Company adopted The GEO Group Inc. 2011 Employee Stock Purchase Plan (the “Plan”), subject to obtaining shareholder approval. The Plan was approved by the Company’s Compensation Committee and its Board of Directors on May 4, 2011. The purpose of the Plan, which is qualified under Section 423 of the Internal Revenue Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions by the employees of GEO and designated subsidiaries of GEO in order to increase their identification with the Company’s goals and secure a proprietary interest in the Company’s success. These deductions are used to purchase shares of the Company’s Common Stock at a 5% discount from the then current market price.

The Plan, which was approved by the Company's shareholders on May 4, 2012, specifies that the share purchases for the pre-shareholder approval periods began on June 29, 2012. During the pre-shareholder approval periods, which ended on June 29, 2012, the Plan was considered to be compensatory due to an option feature contained in the Plan during that period. Stock-based compensation recorded during the pre-shareholder period was not significant. During the post-shareholder approval period the Plan no longer contains an option feature and therefore is considered to be non-compensatory. As such, no compensation expense will be recorded during the post-shareholder approval period. Share purchases for the post-shareholder approval offering periods will begin on the last day of each month. On June 29, 2012, 16,271 shares were issued out of the Company's treasury stock in connection with the pre-shareholder approval periods. The Company will offer up to 500,000 shares of its common stock for sale to eligible employees.