Share-based Compensation

Under the Amended and Restated 2005 Stock Incentive Plan (“Stock Incentive Plan”) which became effective in October 2005, the Company could grant stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), stock awards and performance based stock awards to employees and directors. The Stock Incentive Plan had reserved 3,421 shares of the Company's common stock for issuance. As of December 31, 2013, 139 options were outstanding under the Stock Incentive Plan. The Company no longer grants stock options or awards under this plan.

Under the Amended and Restated 2009 Omnibus Equity Plan (“Omnibus Equity Plan”) which was originally approved by the shareholders in May 2009 and reapproved by shareholders in May 2012 as amended and restated, the Company may grant stock options, SARs, RSUs, restricted stock, performance shares, leveraged restricted shares, and common shares to employees and directors. The maximum number of shares available for grant is 3,350, which may be treasury shares or unissued shares. As of December 31, 2013, 371 options, 97 restricted stock awards, 86 performance stock units, and 40 leveraged restricted share units were outstanding under the Omnibus Equity Plan.

The Company recognized share-based compensation expense of $9,989, $7,461 and $5,433 for the years ended December 31, 2013, 2012 and 2011, respectively. This expense is included in selling, general and administrative expenses in the consolidated statements of income. The Company also recognized related tax benefits of $6,673, $8,972 and $7,879 for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, total share-based compensation of $9,146 is expected to be recognized over the remaining weighted-average period of approximately 1.9 years assuming performance units are earned at their maximum payout potential.

Stock Options

The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options. The expected volatility and expected term of the options are based on historical information. The risk free rate is based on the U.S. Treasury yield in effect at the time of the grant. Weighted-average grant-date fair values of stock options and the assumptions used in estimating the fair values are as follows:



	Year Ended December 31,
	2013			2012			2011
Weighted-average grant-date fair value per share	$	41.52		$	35.69		$	24.33
Expected term (years)	6.25			6.25			6.25
Risk-free interest rate	1.00		%	1.15		%	2.43		%
Expected volatility	66.80		%	70.71		%	72.47		%

Under the terms of the Omnibus Equity Plan, stock options generally have a 4 year graded vesting period, an exercise price equal to the fair market value of a share of common stock on the date of grant, and a contractual term of 10 years. The following table summarizes the Company’s stock option activity:



	December 31, 2013
	Number of Shares		Weighted-average Exercise Price		Aggregate Intrinsic Value		Weighted- average Remaining Contractual Term
Outstanding at beginning of year	749		$	24.21
Granted	82		68.21
Exercised	(315	)	16.97
Forfeited	(6	)	43.17
Outstanding at end of year	510		$	35.54	$	30,676	6.5 years
Vested and expected to vest at end of year	504		$	35.27	$	30,446	6.5 years
Exercisable at end of year	236		$	21.61	$	17,460	5.1 years

As of December 31, 2013, total unrecognized compensation cost related to stock options expected to be recognized over the weighted-average period of approximately 2.3 years is $2,222.

The total intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was $21,199, $18,310 and $28,784, respectively. The total fair value of stock options vested during the years ended December 31, 2013, 2012 and 2011 was $2,673, $2,216 and $1,957, respectively.

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock unit awards generally vest ratably over a three-year period and are valued based on the Company's market price on the date of grant. The following table summarizes the Company’s unvested restricted stock and restricted stock unit awards activity:



	December 31, 2013
	Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested at beginning of year	132		$	36.60
Granted	49		69.72
Forfeited	(2	)	56.06
Vested	(82	)	26.61
Unvested at end of year	97		$	61.48

As of December 31, 2013, total unrecognized compensation cost related to unvested restricted stock and restricted stock unit awards expected to be recognized over the weighted-average period of approximately 1.8 years is $2,529.

The weighted-average grant-date fair value of restricted stock and restricted stock unit awards granted during the years ended December 31, 2013, 2012 and 2011 was $69.72, $60.80 and $36.75, respectively. The total fair value of restricted stock and restricted stock unit awards that vested during the years ended December 31, 2013, 2012 and 2011 was $5,782, $4,654 and $2,755, respectively.

Performance Units

Performance unit awards are earned over a three-year period. Based on the attainment of pre-determined performance condition targets as determined by the Compensation Committee of the Board of Directors, units earned may be in the range of between 0% and 200% for 2012 and 2013 awards and 0% to 150% for 2011 awards. The probability of units being earned is evaluated each reporting period, and the fair value of the awards is adjusted accordingly. The following table summarizes the Company’s performance unit awards activity:



	December 31, 2013
	Number of Shares		Weighted-Average Grant-Date Fair Value
Unvested at beginning of year	68		$	41.07
Granted	19		68.21
Forfeited	(1	)	36.45
Unvested at end of year	86		$	46.94

As of December 31, 2013, total unrecognized compensation cost related to performance unit awards expected to be recognized over the weighted-average period of approximately 1.7 years is $2,597 assuming performance units are earned at their maximum payout potential.

The weighted-average grant-date fair value of performance unit awards granted during the years ended December 31, 2013, 2012 and 2011 was $68.21, $55.93 and $36.45, respectively. The total fair value of performance unit awards that vested during the year ended December 31, 2012 was $9,386.

Leveraged Restricted Share Units

Leveraged restricted share unit awards vest based on the attainment of pre-determined market condition targets as determined by the Compensation Committee of the Board of Directors over a three-year performance period. Units earned may be in the range of between 50% and 150%. The Company valued the leverage restricted share unit awards based on market conditions using a Monte Carlo Simulation model. The following table summarizes the Company’s leveraged restricted share unit awards activity:



	December 31, 2013
	Number of Shares	Weighted-average Grant-Date Fair Value
Unvested at beginning of year	18	$	67.05
Granted	22	80.34
Unvested at end of year	40	$	74.36

As of December 31, 2013, total unrecognized compensation cost related to leveraged restricted share awards expected to be recognized over the weighted-average period of approximately 1.7 years is $1,798.

The weighted-average grant-date fair value of leveraged restricted share awards granted during the years ended December 31, 2013 and 2012 was $80.34 and $67.05, respectively.

Directors' Stock Grants

In 2013, 2012 and 2011, the Company granted the non-employee directors stock awards covering 4, 5 and 8 shares of common stock, respectively, which had fair market values of $393, $368 and $360, respectively. These stock awards were fully vested on the date of grant.