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Stock-based Compensation | 3 Months Ended
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Mar. 31, 2013
Stock-based Compensation |
2. | Stock-based Compensation
The Company uses share-based payments to compensate employees and non-employee directors. The Company recognizes the cost of share-based payments under the fair-value-based method. Share-based awards consist of equity instruments in the form of stock options, restricted stock or restricted stock units and have included service and, in certain cases, performance conditions. The Company’s share-based awards have also included both cash-settled and share-settled performance unit awards. Cash-settled performance unit awards are accounted for as liability awards. Share-settled performance unit awards are accounted for as equity awards. The Company issues shares of common stock when vested stock options are exercised, when restricted stock is granted and when restricted stock units and share-settled performance unit awards vest. Stock Options. The Company estimates the grant date fair values of stock options using the Black-Scholes-Merton valuation model. Volatility assumptions are based on the historic volatility of the Company’s common stock over the most recent period equal to the expected term of the options as of the date the options are granted. The expected term assumptions are based on the Company’s experience with respect to employee stock option activity. Dividend yield assumptions are based on the expected dividends at the time the options are granted. The risk-free interest rate assumptions are determined by reference to United States Treasury yields. Weighted-average assumptions used to estimate the grant date fair values for stock options granted for the three month periods ended March 31, 2013 and 2012 follow:
|  | Three Months Ended March 31, |
|  | 2013 |  |  | 2012 |
Volatility |  |  | 46.19 | % |  |  | 48.72 | %
Expected term (in years) |  |  | 5.00 |  |  |  | 5.00 |
Dividend yield |  |  | 1.07 | % |  |  | 1.00 | %
Risk-free interest rate |  |  | 0.72 | % |  |  | 0.83 | %
Stock option activity from January 1, 2013 to March 31, 2013 follows:
|  | Underlying Shares |  |  | Weighted Average Exercise Price |
Outstanding at January 1, 2013 |  |  | 7,827,195 |  |  | $ | 20.35 |
Granted |  |  | 60,000 |  |  | $ | 18.63 |
Exercised |  |  | (1,150,000 | ) |  | $ | 16.19 |
Cancelled |  |  | — |  |  | $ | — |
Expired |  |  | — |  |  | $ | — |
Outstanding at March 31, 2013 |  |  | 6,737,195 |  |  | $ | 21.04 |
Exercisable at March 31, 2013 |  |  | 5,738,036 |  |  | $ | 21.49 |
Restricted Stock. For all restricted stock awards to date, shares of common stock were issued when the awards were made. Non-vested shares are subject to forfeiture for failure to fulfill service conditions and, in certain cases, performance conditions. Non-forfeitable dividends are paid on non-vested shares of restricted stock. The Company uses the straight-line method to recognize periodic compensation cost over the vesting period. Restricted stock activity from January 1, 2013 to March 31, 2013 follows:
|  | Shares |  |  | Weighted Average Grant Date Fair Value |
Non-vested restricted stock outstanding at January 1, 2013 |  |  | 1,279,146 |  |  | $ | 20.03 |
Granted |  |  | 18,000 |  |  | $ | 18.63 |
Vested |  |  | (56,668 | ) |  | $ | 22.20 |
Forfeited |  |  | (15,570 | ) |  | $ | 19.68 |
Non-vested restricted stock outstanding at March 31, 2013 |  |  | 1,224,908 |  |  | $ | 19.92 |
Restricted Stock Units. For all restricted stock unit awards made to date, shares of common stock are not issued until the units vest. Restricted stock units are subject to forfeiture for failure to fulfill service conditions. Non-forfeitable cash dividend equivalents are paid on non-vested restricted stock units. The Company uses the straight-line method to recognize periodic compensation cost over the vesting period. Restricted stock unit activity from January 1, 2013 to March 31, 2013 follows:
|  | Shares |  |  | Weighted Average Grant Date Fair Value |
Non-vested restricted stock units outstanding at January 1, 2013 |  |  | 17,670 |  |  | $ | 20.08 |
Granted |  |  | — |  |  | $ | — |
Vested |  |  | — |  |  | $ | — |
Forfeited |  |  | — |  |  | $ | — |
Non-vested restricted stock units outstanding at March 31, 2013 |  |  | 17,670 |  |  | $ | 20.08 |
Performance Unit Awards. In 2010, 2011 and 2012, the Company granted stock-settled performance unit awards to certain executive officers (the “Stock-Settled Performance Units”). The Stock-Settled Performance Units provide for the recipients to receive a grant of shares of stock upon the achievement of certain performance goals established by the Compensation Committee during the performance period. The performance period for the Stock-Settled Performance Units is the three year period commencing on April 1 of the year of grant, but can extend for an additional two years in certain circumstances. The performance goals for the Stock-Settled Performance Units are tied to the Company’s total shareholder return for the performance period as compared to total shareholder return for a peer group determined by the Compensation Committee. These goals are considered to be market conditions under the relevant accounting standards and the market conditions were factored into the determination of the fair value of the performance units. Generally, the recipients will receive a target number of shares if the Company’s total shareholder return is positive and, when compared to the peer group, is at the 50 th percentile and two times the target if at the 75 th percentile or higher. If the Company’s total shareholder return is positive, and, when compared to the peer group, is at the 25 th percentile, the recipients will only receive one-half of the target number of shares. The grant of shares when achievement is between the 25 th and 75 th percentile will be determined on a pro-rata basis. The target number of shares with respect to the 2010 Stock-Settled Performance Units was 178,750. The performance period for the 2010 Stock-Settled Performance Units ended on March 31, 2013 and the Company’s total shareholder return was at the 93 rd percentile. In April 2013, 357,500 shares were issued to settle the 2010 Stock-Settled Performance Units. The total target number of shares with respect to the Stock-Settled Performance Units is set forth below:
|  | 2012 Performance Unit Awards |  |  | 2011 Performance Unit Awards |  |  | 2010 Performance Unit Awards |
Target number of shares |  |  | 192,000 |  |  |  | 144,375 |  |  |  | 178,750 |
Because the Stock-Settled Performance Units are stock-settled awards, they are accounted for as equity awards and measured at fair value on the date of grant using a Monte Carlo simulation model. The fair value of the Stock-Settled Performance Units is set forth below (in thousands):
|  | 2012 Performance Unit Awards |  |  | 2011 Performance Unit Awards |  |  | 2010 Performance Unit Awards |
Fair value at date of grant |  | $ | 3,065 |  |  | $ | 5,569 |  |  | $ | 3,117 |
These fair value amounts are charged to expense on a straight-line basis over the performance period. Compensation expense associated with the Stock-Settled Performance Units is shown below (in thousands):
|  | 2012 Performance Unit Awards |  |  | 2011 Performance Unit Awards |  |  | 2010 Performance Unit Awards |
Three months ended March 31, 2013 |  | $ | 255 |  |  | $ | 464 |  |  | $ | 260 |
Three months ended March 31, 2012 |  |  | NA |  |  | $ | 464 |  |  | $ | 260 |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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