NOTE 13 – Share-Based Compensation:

In 1993, the Company adopted an Incentive Stock Option Plan (the "1993 Plan") under which options on 1,500,000 shares were reserved for grant. The 1993 Plan provided for the issuance of incentive stock options. This plan expired in February of 2003. In May, 2003, the stockholders of the Company approved the 2003 Incentive Stock and Awards Plan (the "2003 Plan"), authorizing the granting of incentive stock options, non-qualified stock options, stock-settled stock appreciation rights ("SARS"), restricted stock, performance stock and other share-based compensation. A total of 2,500,000 shares of common stock (subject to adjustment for expirations and cancellations of options outstanding from the 1993 Plan subsequent to its termination) have been reserved for issuance under the 2003 Plan. All awards under both plans have been granted at prices at least equal to the fair market value of the shares on the date of grant. Awards (all of which are exercisable at each respective year end) granted to date under both plans are exercisable in part or in full within five years of grant date with the exception of annual grants to outside directors which are exercisable in part or in full within ten years of grant date. Proceeds from the exercise of awards are credited to common stock to the extent of par value, and the balance is credited to additional paid-in capital. A summary of option transactions during the two years ended December 31, 2011 follows:


	No. of Shares			Weighted Average Exercise Price
Outstanding December 31, 2009		745,650		$	10.65
Granted		199,970			9.76
Exercised		(125,505	)		8.17
Lapsed		(105,875	)		14.41
Cancelled		(14,450	)		10.23

Outstanding December 31, 2010		699,790		$	10.29
Granted		211,631			11.43
Exercised		(117,846	)		8.97
Lapsed		(93,025	)		11.65
Cancelled		(29,050	)		10.84

Outstanding December 31, 2011		671,500		$	10.66

At December 31, 2011, options outstanding, all of which were fully vested and exercisable, had an intrinsic value of $1,161,000.

Options exercised during the years ended December 31, 2011 and 2010, had intrinsic values of $256,000 and $134,000, respectively.

The weighted average fair value of options granted for each of the years ended December 31, 2011 and 2010, was $2.97 and $2.25, respectively.

The following table summarizes information about stock options outstanding as of December 31, 2011:


Range of Exercise Price	Shares		Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price
$7.63 - $9.80		319,238	2.95	$	9.23
$11.02 - $12.84		339,762	3.28	$	11.81
$16.00		12,500	2.33	$	16.00

$7.63 - $16.00		671,500	3.10	$	10.66

A summary of stock-settled stock appreciation rights transactions during the two years ended December 31, 2011 follows:


	No. of Shares			Weighted Average Exercise Price
Outstanding December 31, 2009		297,030		$	12.08
Granted		35,980			9.80
Exercised		(43,630	)		8.47
Lapsed		(82,000	)		14.95
Cancelled		—			—

Outstanding December 31, 2010		207,380		$	11.30
Granted		127,144			11.24
Exercised		(2,100	)		9.16
Lapsed		(75,000	)		11.20
Cancelled		—			—

Outstanding December 31, 2011		257,424		$	11.32

At December 31, 2011 SARS outstanding, all of which were fully vested and exercisable, had an aggregate intrinsic value of $280,000.

There were 2,100 SARS exercised during the year ended December 31, 2011. SARS exercised during the year ended December 31, 2011 had an intrinsic value of $5,000. There were 43,630 SARS exercised during the year ended December 31, 2010. SARS exercised during the year ended December 31, 2010 had an intrinsic value of $87,000.

The weighted average fair value of SARS granted for each of the years ended December 31, 2011 and 2010 was $2.96 and $2.29, respectively.

The following table summarizes information about stock appreciation rights outstanding as of December 31, 2011:


Range of Exercise Price	SARS		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$9.16 - $9.80		55,280		2.39	$	9.58
$11.24 - $12.74		202,144		2.60	$	11.80

$9.16 - $12.74		257,424		2.55	$	11.32

At December 31, options and SARS available to issue were 1,419,700 for 2011 and 1,561,400 for 2010. Options and SARS have never been repriced by the Company in any year.

The following table summarizes significant assumptions utilized to determine the fair value of share-based compensation awards:


	SARS		Options
Exercise price
2011	$	11.24	$	11.10-$11.95
2010	$	9.80	$	9.41-$9.80

Market price
2011	$	11.24	$	11.10-$11.95
2010	$	9.80	$	9.41-$9.80

Risk free interest rate (1)
2011		2.3%		1.2%-3.2%
2010		2.2%		1.5%-3.6%

Expected award life (2)		5 years		5-10 years

Expected volatility (3)
2011		43.5%		35.5%-43.9%
2010		41.7%		35.3%-42.1%

Expected dividend yield (4)
2011		4.8%		4.5%-4.9%
2010		5.5%		5.5%-5.7%

(1)	The risk-free interest rate is based on the yield of a U.S. treasury bond with a similar maturity as the expected life of the awards.

(2)	The expected life in years for awards granted was based on the historical exercise patterns experienced by the Company when the award is made.

(3)	The determination of expected stock price volatility for awards granted in each of the two years ended December 31, was based on historical Superior common stock prices over a period commensurate with the expected life.

(4)	The dividend yield assumption is based on the history and expectation of the Company's dividend payouts.

For the years ended December 31, 2011 and 2010, the Company recognized $1,005,000 and $532,000, respectively, of pre-tax share-based compensation expense, recorded in selling and administrative expense in the consolidated statements of earnings. These expenses were offset by $145,000 and $38,000, respectively, of deferred tax benefits for non-qualified share–based compensation. As of December 31, 2011, the Company had no unrecognized compensation cost for share-based awards based upon the Company's standard vesting policies, which provide for immediate vesting at the date of grant.

During the years ended December 31, 2011 and 2010, the Company received $958,000 and $625,000, respectively, in cash from stock option exercises. Current tax benefits of $55,000 and $40,000, respectively, were recognized for these exercises. Additionally, during the years ended December 31, 2011 and 2010, the Company received 8,491 and 37,602 shares, respectively, of its common stock as payment for the issuance of 10,900 and 50,696 shares, respectively, of its common stock related to the exercise of stock option agreements.