11.	Stock-Based Compensation Plans

Our stock-based compensation program is a broad-based program designed to attract and retain employees while also aligning employees' interests with the interests of our shareholders. In addition, members of our Board of Directors participate in our stock-based compensation program in connection with their service on our board. During 2012, we had four active stock-based compensation plans.

We account for our stock-based compensation plans in accordance with the provisions of FASB ASC 718, Stock Compensation, which requires that a company measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The service period is the period of time that the grantee must provide services to us before the stock-based compensation is fully vested.

Under the 2006 Omnibus Incentive Plan, which terminates in May 2016, we are authorized to issue, among other things, stock options, shares of restricted and performance based stock to eligible employees and directors of up to 1,900,000 shares of common stock. Stock options forfeited under the previous stock option plans and equity awards under the incentive plan are eligible to be granted again under the 2006 Omnibus Incentive Plan with respect to stock options and equity awards so forfeited.

Stock-based compensation expense under our existing plans was $1,898,878 ($1,200,835, net of tax) or $0.05 per basic and diluted share, $1,634,903 ($1,013,640, net of tax) or $0.04 per basic and diluted share, and $1,108,267 ($683,000, net of tax) or $0.03 per basic and diluted share for the years ended December 31, 2012, 2011 and 2010, respectively.

Stock Option Grants

Under the 2004 Omnibus Stock Option Plan, which terminates in May 2014, we were authorized to issue options to purchase 500,000 shares of common stock. The options become exercisable over a three to five year period and expire at the end of ten years following the date of grant. At December 31, 2012, there were options outstanding to purchase an aggregate of 21,750 shares of common stock.

Under the 1996 Independent Directors' Stock Option Plan, which terminated in May 2006, we were authorized to issue options to purchase 50,000 shares of common stock and under the 2004 Independent Directors' Stock Option Plan, we were authorized to issue options to purchase an additional 50,000 shares of common stock. The options became exercisable one year after the date of grant and expired at the end of ten years following the date of grant. At December 31, 2012, there were options outstanding to purchase an aggregate of 7,400 shares of common stock.

At December 31, 2012, under all of our stock option plans, there were outstanding options to purchase an aggregate of 29,150 shares of common stock. There were no options outstanding to purchase shares of common stock granted under the 2006 Omnibus Incentive Plan.

The following is a summary of the changes in outstanding stock options for the years ended December 31, 2012 and 2011:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)


Outstanding at December 31, 2010		312,024		$	13.12		3.2
Expired		(49,324	)		15.74		-
Exercised		(201,800	)		12.70		-
Forfeited, other		(1,500	)		14.23		3.0
Outstanding at December 31, 2011		59,400			12.35		2.9
Expired		(2,000	)		14.43		-
Exercised		(28,250	)		12.36		-
Forfeited, other		-			-		-
Outstanding at December 31, 2012		29,150			12.20		1.9

Options exercisable at December 31, 2012		29,150		$	12.20		1.9

The aggregate intrinsic value of all outstanding stock options as of December 31, 2012 was $0.3 million. All outstanding stock options as of December 31, 2012 are fully vested and exercisable. The total intrinsic value of options exercised was $0.3 million and $1.1 million for the years ended December 31, 2012 and 2011, respectively. There were no stock options granted in 2012.

Restricted Stock and Performance Share Grants

As part of the 2006 Omnibus Incentive Plan, we have issued shares of restricted and performance-based stock to eligible employees and directors. Selected executives and other key personnel are granted performance awards whose vesting is contingent upon meeting various performance measures with a retention feature. This component of compensation is designed to encourage the long-term retention of key executives and to tie executive compensation directly to Company performance and the long-term enhancement of shareholder value. Performance-based shares are subject to a three year measuring period and the achievement of performance targets and, depending upon the achievement of such performance targets, they may become vested on the third anniversary of the date of grant. Each period we evaluate the probability of achieving the applicable targets and we adjust our accrual accordingly. Restricted shares granted to employees become fully vested upon the third anniversary of the date of grant; and for selected key executives certain additional restricted share grants vest 25% upon the attainment of age 60, 25% upon the attainment of age 63 and become fully vested upon the attainment of age 65. Restricted shares granted to directors become fully vested upon the first anniversary of the date of grant.

Prior to the time a restricted share becomes fully vested or a performance share is issued, the awardees cannot transfer, pledge, hypothecate or encumber such shares. Prior to the time a restricted share is fully vested, the awardees have all other rights of a stockholder, including the right to vote (but not receive dividends during the vesting period). Prior to the time a performance share is issued, the awardees shall have no rights as a stockholder. All shares and rights are subject to forfeiture if certain employment conditions are not met.

Under the 2006 Omnibus Incentive Plan, 1,900,000 shares are authorized to be issued. At December 31, 2012, under the plan, there were an aggregate of (a) 886,675 shares of restricted and performance-based stock grants issued, net of forfeitures, and (b) 1,013,325 shares of common stock available for future grants. For the year ended December 31, 2012, 205,300 restricted and performance-based shares were granted (163,550 restricted shares and 41,750 performance-based shares), and for the year ended December 31, 2011, 203,950 restricted and performance-based shares were granted (167,700 restricted shares and 36,250 performance-based shares).

In determining the grant date fair value, the stock price on the date of grant, as quoted on the New York Stock Exchange, was reduced by the present value of dividends expected to be paid on the shares issued and outstanding during the requisite service period, discounted at a risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the restriction or vesting period at the grant date. The fair value of the shares at the date of grant is amortized to expense ratably over the restriction period. Forfeitures on restricted stock grants are estimated at 5% for employees and 0% for executives and directors, respectively, based on evaluation of historical and expected future turnover.

As related to restricted and performance stock shares, we recorded compensation expense of $1,898,878 ($1,200,835, net of tax), $1,634,903 ($1,013,640, net of tax) and $1,108,267 ($683,000, net of tax), for the years ended December 31, 2012, 2011 and 2010, respectively. The unamortized compensation expense related to our restricted and performance-based shares was $4,995,907 and $3,593,000 at December 31, 2012 and 2011, respectively and is expected to be recognized over a weighted average period of 5.3 years and 0.4 years for employees and directors, respectively, as of December 31, 2012 and over a weighted average period of 4.9 years and 0.3 years for employees and directors, respectively, as of December 31, 2011.

Our restricted and performance-based share activity was as follows for the years ended December 31, 2012 and 2011:

	Shares			Weighted Average Grant Date Fair Value per Share
Balance at December 31, 2010		364,800		$	10.41
Granted		203,950			12.04
Vested		(72,575	)		6.93
Forfeited		(38,125	)		7.67
Balance at December 31, 2011		458,050			11.92
Granted		205,300			12.50
Vested		(110,900	)		14.03
Forfeited		(18,825	)		11.45
Balance at December 31, 2012		533,625		$	13.03

The weighted-average grant date fair value of restricted and performance-based shares outstanding as of December 31, 2012, 2011 and 2010 was $7 million (or $13.03 per share), $5.5 million (or $11.92 per share), and $3.9 million (or $10.41 per share), respectively.