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Equity Compensation Plans and Equity | 12 Months Ended
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Dec. 31, 2011
Equity Compensation Plans and Equity |
Equity Compensation Plans and Equity |
8. Equity Compensation Plans and Equity Stock Option and Restricted Stock Plans We have several stock option and restricted stock plans. On April 1, 2010, the Board of Directors of the Company, and on May 14, 2010, our shareholders, approved the 2010 Stock Incentive Plan (the "2010 Plan"). The 2010 Plan replaced the 2000 Stock Incentive Plan, as amended (the "2000 Plan"), as the Company's active stock plan. The Company's employees, directors and consultants are eligible to receive awards under the 2010 Plan. The 2010 Plan permits the granting of a variety of awards, including both non-qualified and incentive stock options, share appreciation rights, restricted shares, restricted share units and dividend equivalent rights. The Company is authorized to issue up to 3,500,000 shares under the 2010 Plan. Option awards are generally granted with an exercise price equal to the closing price of the Company's stock on the trading day prior to the date of grant; those option awards generally vest over a 3 year period and have a 7 or 10-year term. Restricted share awards generally vest over 1-5 years. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2010 Plan. As of December 31, 2011, there are 900,034 options outstanding under this plan. The 2000 Plan was approved by the Board of Directors and shareholders in May 2000. The 2000 Plan provides for the grant to officers and key employees of stock awards, either in the form of options to purchase shares of our common stock or restricted stock awards. Stock awards granted pursuant to the 2000 Plan expire after seven years and generally vest over a two-year to five-year period following the grant date. In addition, the 2000 Plan provides for automatic annual grants of restricted stock to each member of our Board of Directors who is not an employee. As of December 31, 2011, there are 1,205,743 options outstanding under this plan. Equity-Based Compensation Expense, Stock Option and Restricted Stock Activity Equity-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee requisite service period. The following compensation expense was included as part of continuing operations in the Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009 (in thousands):
|  | Years ended December 31, |
--- | --- | --- | ---
|  | 2011 |  | 2010 |  | 2009 |
Equity-based compensation expense |  | $ | 12,807 |  | $ | 8,769 |  | $ | 7,113 |
During the year ended December 31, 2011, we discontinued our CIGS solar systems business and as a result the equity-based compensation expense related to each CIGS solar systems business employee has been classified as discontinued operations in determining the consolidated results of operations for the years ended December 31, 2011, 2010 and 2009. For the years ended December 31, 2011, 2010 and 2009 discontinued operations included compensation expense of $0.7 million, $0.9 million and $0.4 million, respectively. As a result of the sale of our Metrology segment to Bruker, equity-based compensation expense related to Metrology employees has been classified as discontinued operations in determining the consolidated results of operations for the years ended December 31, 2010 and 2009. For the year ended December 31, 2010, discontinued operations included compensation expense of $7.7 million that related to the acceleration of equity awards from employees that were terminated as a result of the sale of our Metrology segment to Bruker. For the year ended December 31, 2009, discontinued operations included compensation expense of $1.0 million. For the year ended December 31, 2009, total equity-based compensation expense included a charge of $0.7 million for the acceleration of equity awards associated with the retirement of our former CFO. As of December 31, 2011, the total unrecognized compensation cost related to nonvested stock awards and option awards expected to vest is $15.7 million and $12.8 million, respectively, and the related weighted average period over which it is expected that such unrecognized compensation costs will be recognized is approximately 3.0 years and 1.9 years for the nonvested stock awards and for option awards, respectively. The fair value of each option granted during the years ended December 31, 2011, 2010 and 2009, was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
|  | Year ended December 31, |
--- | --- | --- | ---
|  | 2011 |  | 2010 |  | 2009 |
Weighted-average expected stock-price volatility |  |  | 55% |  |  | 62% |  |  | 65% |
Weighted-average expected option life |  |  | 4 years |  |  | 5 years |  |  | 4 years |
Average risk-free interest rate |  |  | 1.40% |  |  | 1.92% |  |  | 1.79% |
Average dividend yield |  |  | 0% |  |  | 0% |  |  | 0% |
A summary of our restricted stock awards including restricted stock units as of December 31, 2011, is presented below:
|  | Shares (000's) |  | Weighted- Average Grant-Date Fair Value |
--- | --- | --- | --- | --- | ---
Nonvested at December 31, 2010 |  |  | 616 |  | $ | 19.06 |
Granted |  |  | 304 |  |  | 48.91 |
Vested |  |  | (199 | ) |  | 14.50 |
Forfeited (including cancelled awards) |  |  | (103 | ) |  | 28.72 |
Nonvested at December 31, 2011 |  |  | 618 |  | $ | 33.61 |
During the year ended December 31, 2011, we granted 304,356 shares of restricted common stock and restricted stock units to key employees, which vest over three or four year periods. Included in this grant were 9,826 shares of restricted common stock granted to the non-employee members of the Board of Directors in May, which vest over the lesser of one year or at the time of the next annual meeting. The vested shares include the impact of 67,256 shares of restricted stock which were cancelled in 2011 due to employees electing to receive fewer shares in lieu of paying withholding taxes. The total grant date fair value of shares that vested during 2011 was $9.7 million. A summary of our stock option plans as of and for the year ended December 31, 2011, is presented below:
|  | Shares (000s) |  | Weighted- Average Exercise Price |  | Aggregate Intrinsic Value (000s) |  | Weighted- Average Remaining Contractual Life (in years) |
--- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Outstanding at December 31, 2010 |  |  | 2,569 |  | $ | 19.71 |  |  |  |  |  |  |
Granted |  |  | 404 |  |  | 48.11 |  |  |  |  |  |  |
Exercised |  |  | (688 | ) |  | 15.57 |  |  |  |  |  |  |
Forfeited (including cancelled options) |  |  | (179 | ) |  | 30.72 |  |  |  |  |  |  |
Outstanding at December 31, 2011 |  |  | 2,106 |  | $ | 25.58 |  | $ | 8,274 |  |  | 6.0 |
Options exercisable at December 31, 2011 |  |  | 983 |  | $ | 17.92 |  | $ | 4,963 |  |  | 4.4 |
The weighted-average grant date fair value of stock options granted for the years ended December 31, 2011, 2010 and 2009 was $21.90, $18.41, and $5.35 per option, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2011, 2010 and 2009 was $22.8 million, $53.1 million and $7.3 million, respectively. The following table summarizes information about stock options outstanding at December 31, 2011:
|  | Options Outstanding |  | Options Exercisable |
--- | --- | --- | --- | --- | ---
Range of Exercise Prices |  | Number Outstanding at December 31, 2011 (000s) |  | Weighted- Average Remaining Contractual Life (in years) |  | Weighted- Average Exercise Price |  | Number Exercisable at December 31, 2011 (000s) |  | Weighted- Average Exercise Price |
$8.82-15.08 |  |  | 737 |  |  | 4.4 |  | $ | 10.98 |  |  | 412 |  | $ | 11.27 |
15.29-23.55 |  |  | 425 |  |  | 3.1 |  |  | 18.49 |  |  | 417 |  |  | 18.39 |
24.40-39.79 |  |  | 545 |  |  | 8.3 |  |  | 33.39 |  |  | 150 |  |  | 34.11 |
42.19-51.70 |  |  | 399 |  |  | 8.9 |  |  | 49.45 |  |  | 4 |  |  | 47.37 |
|  |  | 2,106 |  |  | 6.0 |  | $ | 25.58 |  |  | 983 |  | $ | 17.92 |
Shares Reserved for Future Issuance As of December 31, 2011, we have 3,961,178 shares reserved for future issuance upon exercise of stock options and grants of restricted stock. Issuance of Common Stock On October 28, 2009 the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the "Underwriters"), for the sale of 5,000,000 shares of our common stock. In addition, the Underwriters had an option, which they exercised in full, to purchase up to an additional 750,000 shares of our common stock on the same terms for 30 days from the date of the Underwriting Agreement, solely to cover over-allotments. On November 3, 2009, we completed this offering selling 5,750,000 shares for net proceeds totaling $130.1 million, net of transaction costs totaling $0.3 million. Preferred Stock Our Board of Directors has authority under our Certificate of Incorporation to issue shares of preferred stock with voting and economic rights to be determined by the Board of Directors. Treasury Stock On August 24, 2010, our Board of Directors authorized the repurchase of up to $200 million of our common stock. All funds for this repurchase program were exhausted as of August 19, 2011. Repurchases were made from time to time on the open market in accordance with applicable federal securities laws. During 2011, we purchased 4,160,228 shares for $162 million (including transaction costs) under the program at an average cost of $38.96 per share. During 2010, we purchased 1,118,600 shares for $38 million (including transaction costs) under the program at an average cost of $34.06 per share. This stock repurchase is included as treasury stock in the Consolidated Balance Sheet.

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- Definition Description of a share-based arrangement (such as stock options and restricted stock plans) with an each member of Board of Director who is not an employee, non-officer employees, officers and key employees and equity-based compensation, stock option and restricted stock activity disclosure. Disclosure also includes underwriting arrangement for issuance of common stock and information about the preferred stock. + References No definition available. + Details
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