12.	Share Based Compensation

At the time three directors designated for nomination to our Board of Directors were elected in June 2011, it was determined a “change of control” occurred under the terms of our share-based incentive compensation plans. As a result, certain outstanding share-based incentive awards immediately vested and we recognized compensation expense for the accelerated vesting of these awards in 2011.

1996 Stock Incentive Plan - We award performance-based and service-based (time vested) share awards and grant qualified incentive and nonqualified stock options to our salaried officers, non-employee directors, and other key employees from our 1996 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan has 10,000,000 shares authorized for issuance with approximately 7,429,000 shares remaining at December 31, 2011. Granted stock options have a term of 10 years and typically vest one-third on the grant date and additional one-third on the first and second anniversary dates of the grant. Our independent non-employee directors receive annual grants of service-based share awards that vest following 12 months of service. In addition to the stock options, we grant service-based stock awards that typically vest over a period of three years from the date of grant provided that the recipient is still our employee at the time of vesting.

As of December 31, 2011, options to purchase 611,334 shares of common stock were outstanding and 347,191 service-based stock awards have been authorized, all awards granted prior to June 7, 2011 are vested and the remainder will vest if the employee recipients are employed for the requisite service periods.

The Stock Incentive Plan provides for grants of performance share units upon the attainment of certain established performance goals. The performance share units represent the right to receive common stock, on a one-for-one basis on their vesting dates. As of December 31, 2011, approximately 174,172 performance share units have been authorized, all awards granted prior to June 7, 2011 are vested and the remainder will vest upon the attainment of the performance goals. Under the performance share plan, a portion of the performance share award will be granted in service-based share awards at the grant date. These shares will be awarded to the plan participant if the participant is still an employee on the award date and are included in our service-based share awards.

Under our equity compensation program for our directors, continuing independent directors receive annual grants of service-based share awards. Newly elected directors receive a one-time initial award of 1,000 service-based share awards that vest 50% following 12 months of service and 50% following 24 months of service. These awards are included in our service-based share awards.

Non-Employee Directors Stock Option Plan - Our non-employee directors' stock option plan is no longer an active plan. As of December 31, 2011, this plan had 21,000 outstanding options. No new options will be issued out of this plan.

A summary of activity under our Stock Incentive Plan and the Non-Employee Directors Stock Option Plan during the year ended December 31, 2011 is presented below:

Options	Number			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Outstanding at January 1, 2011		675,575		$	24.02
Granted		-			-
Exercised		(12,677	)		6.55
Forfeited/expired		(30,564	)		21.07
Outstanding, fully vested and exercisable at December 31, 2011 (1)		632,334		$	24.51	5.77	$541

(1)	As explained above, all unvested stock options immediately vested and became immediately exercisable. All such options will remain exercisable for their respective remaining term, regardless of whether the awardees remain employees of Century.

Service-based share awards (1)
Outstanding at January 1, 2011	551,382
Granted	221,758
Vested (Awarded)	(416,719	)
Forfeited	(9,230	)
Outstanding at December 31, 2011	347,191

(1)	All of our service-based stock awards granted prior to June 7, 2011 vested as explained above. Awards will settle upon original vesting date or payment schedule for the respective awards.

Non-vested stock options:	Number			Weighted Average Fair Value
Non-vested options at January 1, 2011		303,141		$	4.92
Granted		-			-
Vested		(285,077	)		4.92
Forfeited		(18,064	)		4.94
Non-vested options at December 31, 2011		-		$	-

	Year ended December 31,
	2011		2010		2009
Weighted average per share fair value of:
Stock options grants	$	-	$	-	$	4.92
Service-based share grants		15.49		12.31		6.41
Total intrinsic value of option exercises		72		1		-
Share-based liabilities paid (1)		-		1,050		694
Total fair value of stock options vested during the period		1,403		112		1,369

(1)	Share based liabilities paid represent the fair value of shares issued on the vesting date to certain key employees under our performance share program.

Option Pricing Model –We estimate the fair value of each share-based award using the Black-Scholes model on the date of grant. We used the following assumptions to estimate the fair value of our share awards for 2011, 2010 and 2009.

	2011			2010			2009
Risk-free interest rate		0.10% – 1.11	%		0.31% – 1.52	%		1.36% – 2.36	%
Expected dividend yield	$	0.00		$	0.00		$	0.00
Expected volatility		50% – 134	%		107% – 108	%		102% – 126	%
Expected forfeiture rate		0% – 3	%		0% – 3	%		0% – 3	%
Expected term (years)		1.0 – 3.0			1.0 – 3.0			3.0 – 5.0

The following table summarizes the compensation cost recognized for the year ended December 31, 2011, 2010 and 2009, respectively, for all options, service-based share and performance-based share awards. No share-based compensation cost was capitalized during these periods and there were no significant modifications (other than the accelerated vesting described above) of any share-based awards in 2011, 2010 and 2009.

	Year ended December 31,
	2011		2010			2009
Share-based compensation expense reported:
Performance-based stock expense	$	5,549	$	5,586		$	6,453
Service-based stock expense (1)		692		(1,668	)		956
Stock option expense		328		669			1,180
Total share-based compensation expense before income tax		6,569		4,587			8,589
Income tax benefit		-		-			-
Total share-based compensation expense, net of income tax benefit	$	6,569	$	4,587		$	8,589

(1)	We recorded a net credit for service-based stock awards in 2010 due to adjustments to share-based expense for payroll taxes paid in cash during the year.

As of December 31, 2011, we had unrecognized compensation expense of $362 before taxes, related to service-based stock awards awarded after June 6, 2011. This expense will be recognized over a weighted average period of 0.50 years.

During 2011, employees and non-employee directors exercised 12,677 stock options; we received $83 in cash and did not recognize any tax benefits on these option exercises.

We issue new shares to satisfy the requirements of our share-based compensation plans. At this time, we do not plan to issue treasury shares to support our share-based compensation plans, but we may in the future.