Annual report pursuant to Section 13 and 15(d)

Stock Compensation

v2.4.0.6
Stock Compensation
12 Months Ended
Dec. 31, 2012
Stock Compensation

(6)  STOCK COMPENSATION

 

  (a)

Equity Incentive Plans

In January 1998, the Company’s Board of Directors adopted the Amended and Restated 1998 Stock Option, Deferred Stock and Restricted Stock Plan for the grant of incentive stock options (“ISOs”), non-qualified stock options and deferred and restricted stock (the “Equity Incentive Plan”). In June 2001, the stockholders approved an amendment to the plan to increase the number of shares of Class A Common Stock authorized for issuance under the plan to 8,215,154. In May 2003, stockholders approved an amendment to the plan to increase the number of shares of Class A Common Stock authorized for issuance under the plan to 11,215,154. Stock option awards are generally granted with an exercise price per share equal to the market price of a share of Class A Common Stock on the date of grant. Stock option awards generally become exercisable over a three-year graded vesting period and expire ten years from the date of grant.

On April 16, 2007, the Company’s Board of Directors adopted the 2007 Plan, which became effective upon approval by the Company’s stockholders on May 24, 2007. The Company’s Board of Directors terminated the Equity Incentive Plan as of May 24, 2007, with no granting of awards being permitted thereafter, although any awards then outstanding under the Equity Incentive Plan remain in force according to the terms of such terminated plan and the applicable award agreements. A total of 7,500,000 shares of Class A Common Stock are reserved for issuance under the 2007 Plan, which provides for grants of ISOs, non-qualified stock options, restricted stock and various other types of equity awards as described in the plan to the employees, consultants and directors of the Company and its subsidiaries. The 2007 Plan is administered by the Compensation Committee of the Company’s Board of Directors.

 

  (b)

Valuation Assumptions

There were no stock options granted under the Equity Incentive Plan or the 2007 Plan during 2012, 2011 or 2010. The total intrinsic value of options exercised during 2012, 2011 and 2010 was $1.9 million, $1.2 million and $20.9 million, respectively.

 

  (c)

Stock-Based Payment Awards

Stock options granted pursuant to the 1998 Stock Option, Deferred Stock and Restricted Stock Plan and the 2007 Incentive Award Plan (the “Equity Incentive Plans”) were as follows:

 

     SHARES       WEIGHTED AVERAGE
OPTION  EXERCISE PRICE  

Outstanding at December 31, 2009

     1,505,694         $        12.01        

Granted

            0        

Exercised

     (1,030,516     12.53        

Cancelled

     (23,870     4.10        
  

 

 

      

Outstanding at December 31, 2010

     451,308         11.26        

Granted

            0        

Exercised

     (137,197     9.46        

Cancelled

     (107,711     20.55        
  

 

 

      

Outstanding at December 31, 2011

     206,400         7.62        

Granted

            0        

Exercised

     (149,489     7.03        

Cancelled

     (4,215     6.95        
  

 

 

      

Outstanding at December 31, 2012

     52,696         $        9.34        
  

 

 

      

 

There was no unrecognized compensation cost related to stock option shares as of December 31, 2012 and 2011, respectively.

A summary of the status and changes of our nonvested shares related to our Equity Incentive Plans as of and for the period ended December 31, 2012 is presented below:

 

     SHARES       WEIGHTED
AVERAGE
GRANT-DATE FAIR
VALUE  

Nonvested at December 31, 2009

     2,158,644       $         17.86        

Granted

     139,000         30.38        

Vested

     (804,315     17.96        

Cancelled

            0        
  

 

 

      

Nonvested at December 31, 2010

     1,493,329         18.97        

Granted

     10,000         21.00        

Vested

     (735,337     18.95        

Cancelled

     (27,499     18.74        
  

 

 

      

Nonvested at December 31, 2011

     740,493         19.02        

Granted

     281,000         17.58        

Vested

     (704,160     18.58        

Cancelled

     (33,000     27.60        
  

 

 

      

Nonvested at December 31, 2012

     284,333       $         17.69        
  

 

 

      

As of December 31, 2012, a total of 4,868,881 shares remain available for grant as equity awards under the 2007 Plan.

There was $4.7 million and $11.3 million of unrecognized compensation cost related to nonvested common shares as of December 31, 2012 and 2011, respectively. That cost is expected to be recognized over a weighted average period of 3.7 years and 0.9 years, respectively. The total fair value of shares vested during the period ended December 31, 2012 and 2011 was $13.1 million and $13.9 million, respectively.

 

  (d)

Stock Purchase Plans

Effective July 1, 1998, the Company’s Board of Directors adopted the 1998 Employee Stock Purchase Plan (the “1998 ESPP”). The 1998 ESPP provides that a total of 2,781,415 shares of Class A Common Stock are reserved for issuance under the plan. The 1998 ESPP, which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended, was implemented utilizing six-month offerings with purchases occurring at six-month intervals. The 1998 ESPP administration was overseen by the Board of Directors. Employees were eligible to participate if they are employed by the Company for at least 20 hours per week and more than five months in any calendar year. The 1998 ESPP permitted eligible employees to purchase Class A Common Stock through payroll deductions, which may not exceed 15% of an employee’s compensation. The price of Class A Common Stock purchased under the 1998 ESPP was 85% of the lower of the fair market value of the Class A Common Stock at the beginning of each six-month offering period or on the applicable purchase date.

On April 16, 2007, the Company’s Board of Directors adopted the 2008 Employee Stock Purchase Plan (the “2008 ESPP”), and the Company’s stockholders approved the 2008 ESPP on May 24, 2007. The 2008 ESPP became effective on January 1, 2008, and the Company’s Board of Directors terminated the 1998 ESPP as of such date, with no additional granting of rights being permitted under the 1998 ESPP. The 2008 ESPP provides that a total of 3,000,000 shares of Class A Common Stock are reserved for issuance under the plan. This number of shares that may be made available for sale is subject to automatic increases on the first day of each fiscal year during the term of the 2008 ESPP as provided in the plan. The 2008 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended. The terms of the 2008 ESPP, which are substantially similar to those of the 1998 ESPP, permit eligible employees to purchase Class A Common Stock at six-month intervals through payroll deductions, which may not exceed 15% of an employee’s compensation. The price of Class A Common Stock purchased under the 2008 ESPP is 85% of the lower of the fair market value of the Class A Common Stock at the beginning of each six-month offering period or on the applicable purchase date. Employees may end their participation in an offering at any time during the offering period. The 2008 ESPP is administered by the Company’s Board of Directors.

During 2012, 2011 and 2010, 186,199 shares, 178,189 shares and 103,430 shares were issued under the 2008 ESPP for which the Company received approximately $2.4 million, $2.0 million and $2.1 million, respectively.