12. STOCK-BASED COMPENSATION

The Company maintains a stock option plan under which incentive stock options and nonqualified stock options may be granted. On March 2, 2006, the Company's Board of Director's adopted, and stockholders later approved, the 2006 Stock Option Plan (the "2006 Plan"). The 2006 Plan replaced the expired 1995 Stock Option Plan which had 263,500 options remaining which were never issued. Under the 2006 Plan 750,000 shares were reserved for the issuance of stock options to directors, officers, key employees and others. The option exercise price under the 2006 Plan is the fair market value of the stock on the date the option is granted. The fair market value is determined by the average of the highest and lowest sales prices for a share of the Company's common stock, on its primary exchange, on the same date that the option is granted.

Outstanding incentive stock options at December 31, 2012, must be exercised within either five or ten years from the date of grant and vest in increments of 20% each year. Outstanding nonqualified stock options at December 31, 2012, must be exercised within either five or ten years from the date of grant.

During 2012, nonqualified options for 14,000 shares were issued under the 2006 Plan at an option exercise price of $11.54 per share and nonqualified options for 125,000 shares were issued under the 2006 Plan at an option exercise price of $10.90 per share. At December 31, 2012, 401,000 shares were available for granting future options.

In May 2012, the Company granted to certain key employees, 104,000 nonqualified stock options. The exercise price for these awards was fixed at the grant date and was equal to the fair market value of the stock on that date. The nonqualified stock options vest in increments of 20% each year. As of December 31, 2012, none of the options for shares have vested under this 104,000 share option grant.

In November 2010, the Company granted to certain key employees, 50,000 nonqualified stock options and 64,000 performance-based variable nonqualified stock options. The exercise price for these awards was fixed at the grant date and was equal to the fair market value of the stock on that date. The nonqualified stock options vest in increments of 20% each year. The performance-based nonqualified stock options were eligible to be earned in four quarterly installments and one annual installment with vesting to occur in increments of 20% each year for any options earned. In order to meet the performance criteria, certain quarterly and annual "operating ratio" results must have been achieved during 2011. During 2011, 4,442 performance-based variable nonqualified stock options were earned with vesting to begin during the third quarter of 2012. The remaining 59,558 performance-based variable nonqualified stock options expired as the related performance criteria was not met. As of December 31, 2012, 20,000 nonqualified stock options under this grant have vested and 889 performance-based variable nonqualified stock options under this grant have vested.

The total fair value of options vested during 2012, 2011 and 2010 was approximately $268,000, $162,000 and $118,000, respectively. Total pre-tax stock-based compensation expense, recognized in Salaries, wages and benefits was approximately $352,000 during 2012 and includes approximately $199,000 recognized as a result of the increased annual grant of 5,000 shares to each non-employee director during 2012. The Company recognized a total income tax benefit of approximately $139,000 related to stock-based compensation expense during 2012. The recognition of stock-based compensation expense decreased diluted and basic earnings per common share by approximately $0.02 during 2012. As of December 31, 2012, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $749,000 which is being amortized on a straight-line basis over the remaining vesting period. As a result, the Company expects to recognize approximately $195,000 in additional compensation expense related to unvested option awards during each of the years 2013 through 2014, $189,000 in additional compensation expense related to unvested option awards during 2015, $128,000 in additional compensation expense related to unvested option awards during 2016 and $42,000 in additional compensation expense related to unvested option awards during 2017.

Total pre-tax stock-based compensation expense, recognized in Salaries, wages and benefits was approximately $164,000 during 2011 and included approximately $98,000 recognized as a result of the annual grant of 2,000 shares to each non-employee director during the first quarter of 2011. The Company recognized a total income tax benefit of approximately $80,000 related to stock-based compensation expense during 2011. The recognition of stock-based compensation expense increased diluted and basic loss per common share by approximately $0.01 during 2011. As of December 31, 2011, the Company had stock-based compensation plans with total unvested stock-based compensation expense of approximately $272,000.

Total pre-tax stock-based compensation expense, recognized in Salaries, wages and benefits was approximately $123,000 during 2010 and included approximately $118,000 recognized as a result of the annual grant of 2,000 shares to each non-employee director during the first quarter of 2010. The Company recognized a total income tax benefit of approximately $74,000 related to stock-based compensation expense during 2010. The recognition of stock-based compensation expense increased diluted and basic loss per common share by approximately $0.01 during 2010. As of December 31, 2010, the Company had stock-based compensation plans with total unvested stock-based compensation expense, excluding stock-based compensation related to the performance-based variable nonqualified stock option grant, of approximately $312,000.

Transactions in stock options under these plans are summarized as follows:

	Shares Under Option			Weighted- Average Exercise Price

Outstanding—January 1, 2010:		186,500		$	21.02
Granted		130,000			11.60
Exercised		(1,000	)		3.84
Canceled		(64,000	)		22.45

Outstanding—December 31, 2010:		251,500		$	15.86
Granted		16,000			11.75
Exercised		(5,000	)		3.84
Canceled		(81,558	)		14.35

Outstanding—December 31, 2011:		180,942		$	16.50
Granted		139,000			10.96
Exercised		(6,000	)		9.04
Canceled		(78,500	)		22.64

Outstanding—December 31, 2012:		235,442		$	11.38

Options exercisable—December 31, 2012:		97,889		$	11.94

The fair value of the Company's employee stock options was estimated at the date of grant using a Black-Scholes-Merton ("BSM") option-pricing model using the following assumptions:

	2012			2011			2010

Dividend yield		0	%		0	%		0	%
Volatility range		57.88%—65.89	%		65.81	%		57.35%—64.31	%
Risk-free rate range		0.64%—1.09	%		1.79	%		1.80%—1.99	%
Expected life	4.2 years—6.5 years			4.3 years			4.3 years—6.5 years
Fair value of options (per share)	$	5.54—$6.06		$	6.14		$	6.34—$7.38

The Company does not anticipate paying any additional dividends in the foreseeable future. The estimated volatility is based on the historical volatility of our stock. The risk free rate for the periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected life of the options was calculated based on the historical exercise behavior.

Information related to the Company's option activity as of December 31, 2012, and changes during the year then ended is presented below:

	Shares Under Option			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value*
				(per share)		(in years)
Outstanding at January 1, 2012		180,942		$	16.50
Granted		139,000			10.96
Exercised		(6,000	)		9.04
Canceled/forfeited/expired		(78,500	)		22.64
Outstanding at December 31, 2012		235,442		$	11.38		6.9	$	25,560

Fully vested and exercisable at December 31, 2012		97,889		$	11.94		3.9	$	25,560

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*	The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The per share market value of our common stock, as determined by the closing price on December 31, 2012, was $10.23.

The weighted-average grant-date fair value of options granted during the years 2012, 2011 and 2010 was $5.96, $6.14 and $6.47 per share, respectively. The weighted-average grant-date fair value of options either canceled, forfeited, or expired during the years 2012, 2011 and 2010 was $8.88, $6.43 and $9.03 per share, respectively.

The total intrinsic value of options exercised during the years ended December 31, 2012, 2011 and 2010, was approximately $15,000, $33,000 and $2,000, respectively.

A summary of the status of the Company's nonvested options as of December 31, 2012 and changes during the year ended December 31, 2012, is presented below:

	Number of Options			Weighted- Average Grant Date Fair Value

Nonvested at January 1, 2012		44,442		$	6.34
Granted		139,000			5.96
Canceled/forfeited/expired		-			-
Vested		(45,889	)		5.83
Nonvested at December 31, 2012		137,553		$	6.13

The number, weighted average exercise price and weighted average remaining contractual life of options outstanding as of December 31, 2012 and the number and weighted average exercise price of options exercisable as of December 31, 2012 is as follows:

Exercise Price		Shares Under Outstanding Options		Weighted-Average Remaining Contractual Term		Shares Under Exercisable Options
				(in years)
$	3.84		4,000		1.2		4,000
$	10.90		21,000		4.4		21,000
$	10.90		104,000		9.4		-
$	11.22		54,442		7.9		20,889
$	11.54		12,000		4.2		12,000
$	11.75		12,000		3.2		12,000
$	14.32		14,000		2.2		14,000
$	14.98		14,000		0.2		14,000
			235,442		6.9		97,889

Cash received from option exercises totaled approximately $54,000, $19,000 and $4,000 during the years ended December 31, 2012, 2011 and 2010, respectively. The Company issues new shares upon option exercise.