Annual report pursuant to Section 13 and 15(d)

Stock Compensation

v2.4.1.9
Stock Compensation
12 Months Ended
Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Compensation
(9) 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 Incentive Award Plan (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 2014, 2013 or 2012. There were no options exercised during 2014. The total intrinsic value of options exercised during 2013 and 2012 was $0.9 million and $1.9 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, 2011

     206,400       $ 7.62   

Granted

     —           —     

Exercised

     (149,489      7.03   

Cancelled

     (4,215      6.95   
  

 

 

    

Outstanding at December 31, 2012

  52,696      9.34   

Granted

  —        —     

Exercised

  (37,696   8.83   

Cancelled

  —        —     
  

 

 

    

Outstanding at December 31, 2013

  15,000      10.60   

Granted

  —        —     

Exercised

  —        —     

Cancelled

  (15,000   10.60   
  

 

 

    

Outstanding at December 31, 2014

  0    $ 0   
  

 

 

    

There was no unrecognized compensation cost related to stock option shares as of December 31, 2014 and 2013, respectively.

A summary of the status and changes of nonvested shares related to the Equity Incentive Plans as of and for the period ended December 31, 2014 is presented below:

 

     SHARES      WEIGHTED AVERAGE
GRANT-DATE FAIR
VALUE
 

Nonvested at December 31, 2011

     740,493       $ 19.02   

Granted

     281,000         17.58   

Vested/Released

     (704,160      18.58   

Cancelled

     (33,000      27.60   
  

 

 

    

Nonvested at December 31, 2012

  284,333      17.69   

Granted

  67,500      27.70   

Vested/Released

  (75,667   18.03   

Cancelled

  —        —     
  

 

 

    

Nonvested at December 31, 2013

  276,166      20.05   

Granted

  1,092,500      47.02   

Vested/Released

  (97,333   19.98   

Cancelled

  (7,500   18.75   
  

 

 

    

Nonvested at December 31, 2014

  1,263,833    $ 43.38   
  

 

 

    

As of December 31, 2014, a total of 3,716,381 shares remain available for grant as equity awards under the 2007 Plan.

The Company recognized compensation expense of $8.7 million, $2.4 million and $11.5 million and related income tax benefits (expense) of $1.4 million, $0.5 million, and $0.5 million for grants under its stock-based compensation plans in the consolidated statements of operations for the years ended December 31, 2014, 2013, and 2012, respectively. There was $48.7 million and $5.0 million of unrecognized compensation cost related to nonvested common shares as of December 31, 2014 and 2013, respectively. That cost is expected to be recognized over a weighted average period of 3.0 years and 2.7 years, respectively. The total fair value of shares vested during the period ended December 31, 2014 and 2013 was $1.9 million and $1.4 million, respectively.

 

  (d)

Stock Purchase Plans

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. The 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 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 2014, 2013 and 2012, 102,153 shares, 149,257 shares and 186,199 shares were issued under the 2008 ESPP for which the Company received approximately $3.4 million, $2.6 million and $2.4 million, respectively.