Note 14 — Common Stock

The Company's Certificate of Incorporation, as amended November 9, 2009, authorizes the Company to issue up to 80.0 million shares of common stock, par value $0.0001 per share, and 100,000 shares of one or more series of preferred stock, par value $0.0001 per share.

A reconciliation of the changes in common shares issued is as follows:


	Year ended December 31,
	2011		2010
Shares issued at the beginning of the year		36,753,891		24,168,292
Issued in sale of common stock		3,665,000		-
Issued upon conversion of preferred stock		4,871,719		2,084,776
Issued in payment of term loan principal		171,154		-
Issued in exchange of convertible notes		559,007		1,568,874
Issued in payment of debt issuance costs		-		4,042,241
Issued upon exercise of warrants		3,960,747		3,922,854
Issued as dividend payments on preferred stock		624,171		-
Issued as restricted stock award grants		1,287,731		826,575
Issued upon exercise of stock options		64,232		140,279

Shares issued at the end of the year		51,957,652		36,753,891

Stock-Based Incentive Plans

Stockholders approved long term incentive plans in 2010, 2007, 2005 and 2003 (the "2010" Plan, the "2007 Plan," the "2005 Plan" and the "2003 Plan," respectively) under which the Company may grant equity awards to officers, key employees, and non-employee directors in the form of stock options, restricted stock and certain other incentive awards. At December 31, 2011, the maximum number of shares that may be issued under the 2010 Plan, 2007 Plan, 2005 Plan and 2003 Plan are 6.0 million, 2.2 million, 1.9 million and 1.4 million, respectively. The Company had approximately 2.4 million shares remaining to be granted under the 2010 Plan and 0.1 million shares remaining to be granted under both the 2007 and 2005 Plans at December 31, 2011.

Stock Options

All stock options are granted with an exercise price equal to the market value of the Company's common stock on the date of grant. Options expire no later than ten years from the date of grant and generally vest within four years or less. Proceeds received from stock option exercises are credited to common stock and additional paid-in capital, as appropriate. The Company uses historical data to estimate pre-vesting option forfeitures. Estimates are adjusted when actual forfeitures differ from the estimate. Stock-based compensation expense is recorded for all equity awards expected to vest.

The fair value of stock-based awards at the date of grant is calculated using the Black-Scholes option pricing model. The risk free interest rate is based on the implied yield of US Treasury zero-coupon securities that correspond to the expected life of the option. Volatility is estimated based on historical and implied volatilities of the Company's stock and of identified companies considered to be representative peers of the Company. The expected life of awards granted represents the period of time the options are expected to remain outstanding. The Company uses the "simplified" method which is allowed for companies that cannot reasonably estimate the expected life of options based on historical share option exercise experience. The Company does not expect to pay dividends on common stock. Assumptions used in the Black-Scholes model for stock options granted include:


	Year ended December 31,
	2011		2010		2009
Risk-free interest rate		.94%-1.825%		.55% - 2.275%		1.29% - 2.32%
Expected volatility of common stock		67.7%-70.3%		61.4% -69.3%		68.8% - 71.7%
Expected life of options in years		3.50*-4.00		3.34* - 6.25		3.50* and 4.25
Dividend yield		0%		0%		0%
Vesting period in years		3.5-4.0		3.4 - 6.3		0.4 - 4.0

*	Grants were made to an optionee for whom the Company was able to reasonably estimate the expected life of the award.

The Black-Scholes option valuation model was developed to estimate the fair value of traded options that have no vesting restrictions and are fully-transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value calculation. The Company's options are not characteristic of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of options.

A summary of stock option activity for the year ended December 31, 2011 is as follows:


Options	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2011		1,605,135		$	3.90
Granted		1,005,235			8.47
Exercised		(64,232	)		1.90
Forfeited		(6,310	)		10.49
Expired		(10,138	)		17.41

Outstanding as of December 31,
2011		2,529,690		$	5.32		8.08	$	12,852,373

Vested or expected to vest at
December 31, 2011		2,483,605		$	3.42		8.05	$	12,571,840

Options exercisable as of
December 31, 2011		1,108,026		$	5.27		7.31	$	7,984,059

The weighted-average fair value of stock options at grant-date during the years ended December 31, 2011, 2010 and 2009 was $5.32, $1.02 and $1.07 per share, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2011, 2010 and 2009 was $0.2 million, $0.01 million and $0.1 million, respectively. The total fair value of stock options vesting during the years ended December 31, 2011, 2010 and 2009 was $0.5 million, $0.8 million and $0.4 million, respectively.

At December 31, 2011, the company had $3.2 million of measured but unrecognized compensation expense related to non-vested stock options. This cost is expected to be recognized over a weighted-average period of 2.2 years.

Restricted Stock

The Company grants employees either time-vesting or performance-based restricted shares compliant with applicable terms underlying Restricted Stock Agreements ("RSAs").

Time-vesting restricted shares vest after a stipulated period of time has elapsed subsequent the date of grant, generally four to five years. Certain time-vested shares have also been issued with a portion of the shares granted vesting immediately. Performance-based restricted shares are issued with performance criteria defined over a designated performance period and vests only when, and if, the outlined performance criteria is met. Grantees of restricted shares retain voting rights for the granted shares.

During the year ended December 31, 2011, the Company awarded 1,287,731 restricted stock awards to employees under the 2010 Plan. Approximately 90% of these awards were time-vesting and the remainder were performance-based.

A summary of restricted stock activity for the year ended December 31, 2011 is as follows:


Restricted Stock	Shares			Weighted- Average Fair Value - Date of Grant
Non-vested at January 1, 2011		860,794		$	2.22
Granted		1,287,731			8.79
Vested		(693,448	)		5.33
Forfeited		(9,219	)		8.18

Non-vested at December 31, 2011		1,445,858		$	6.64

The weighted-average fair value of restricted stock at grant-date during the years ended December 31, 2011, 2010 and 2009 was $8.79, $1.88 and $1.18 per share, respectively. The total fair value of restricted stock that vested during the years ended December 31, 2011, 2010 and 2009 was $7.2 million, $4.2 million, and $1.2 million, respectively.

At December 31, 2011, there was $6.9 million of unrecognized compensation expense related to non-vested restricted stock. The referenced unrecognized compensation expense is expected to be recognized over a weighted-average period of 1.5 years.

Share-Based Compensation Expense

Non-cash share-based compensation expense related to stock options and restricted stock grants was $7.4 million, $4.7 million and $1.7 million during the years ended December 31, 2011, 2010 and 2009, respectively.

Treasury Stock

The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders' equity. During the years ended December 31, 2011 and 2010, the Company purchased 57,303 shares and 195,442 shares, respectively, of the Company's common stock at market value as payment of income tax withholding owed by employees upon vesting of restricted shares. During the year ended December 31, 2011, JP Morgan Chase & Co. returned 701,102 shares of the Company's common stock that had been borrowed under the Share Lending Agreement. Shares previously issued as restricted stock awards to employees that were forfeited during 2011 and 2010 were also accounted for as treasury stock.

The Company currently does not have or intend to initiate a share repurchase program.