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Share-Based Compensation Plans
 12 Months Ended
Dec. 31, 2012
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
Disclosure Of Compensation Related Costs Share Based Payments [Text Block]

7. Share-Based Compensation Plans

 

In October 1997, the Company adopted a Long-Term Incentive Plan (“Incentive Plan”). The Company reserved 2,500,000 Common Shares for issuance to officers and other key employees under the Incentive Plan. Under the Incentive Plan, as of December 31, 2012, the Company granted cumulative options to purchase 1,594,500 Common Shares to management with exercise prices equal to the fair market value of the Company’s Common Shares on the date of grant. The options issued cliff-vest from one to five years after the date of grant and have a contractual life of 10 years. In addition, the Company has also issued 1,553,125 restricted Common Shares under the Incentive Plan, of which 814,250 were time-based with either graded or cliff vesting using the straight-line method while the remaining 738,875 restricted Common Shares were performance-based. Restricted Common Shares awarded under the Incentive Plan entitle the shareholder to all the rights of Common Share ownership except that the shares may not be sold, transferred, pledged, exchanged, or otherwise disposed of during the vesting period. The Incentive Plan expired on June 30, 2007.

 

In May 2002, the Company adopted the Director Share Option Plan (“Director Option Plan”). The Company reserved 500,000 Common Shares for issuance under the Director Option Plan. Under the Director Option Plan, the Company granted cumulative options to purchase 86,000 Common Shares to directors of the Company with exercise prices equal to the fair market value of the Company’s Common Shares on the date of grant. The options granted cliff-vested one year after the date of grant and have a contractual life of 10 years. The Director Option Plan expired in May 2012.

 

In April 2006, the Company’s shareholders approved the Amended and Restated Long-Term Incentive Plan (the "2006 Plan"). There are 3,000,000 Common Shares reserved for awards under the 2006 Plan, of which the maximum number of Common Shares which may be issued subject to incentive stock options is 500,000. Under the 2006 Plan, as of December 31, 2012, the Company has issued 2,517,450 restricted Common Shares, of which 1,592,400 are time-based with cliff vesting using the straight-line method and 925,050 are performance-based.

 

In 2008, pursuant to the 2006 Plan, the Company granted time-based restricted Common Share and performance-based restricted Common Share awards. The time-based restricted Common Share awards cliff vest three years after the grant date. The performance-based restricted Common Share awards vest and are no longer subject to forfeiture upon the recipient remaining an employee of the Company for three years from date of grant and upon achieving certain net income per share targets established by the Company.

 

In 2009, pursuant to the 2006 Plan, the Company granted time-based restricted Common Share awards. These restricted Common Share awards cliff vest three years after the grant date.

 

In 2010, pursuant to the 2006 Plan, the Company granted time-based restricted Common Share and performance-based restricted Common Share awards. The time-based restricted Common Share awards cliff vest three years after the date of grant. The performance-based restricted Common Share awards vest and are no longer subject to forfeiture upon the recipient remaining an employee of the Company for three years from the date of grant and upon the Company attaining certain targets of performance measured against a peer group’s performance in terms of total return to shareholders.

 

In 2011 and 2012, pursuant to the 2006 Plan, the Company granted time-based restricted Common Share and performance-based restricted Common Share awards. The time-based restricted Common Share awards cliff vest three years after the date of grant. The performance-based restricted Common Share awards vest and are no longer subject to forfeiture upon the recipient remaining an employee of the Company for three years from the date of grant and, for one half of the annual awards, upon the Company attaining certain targets of performance measured against a peer group’s performance in terms of total shareholder return and, for the remaining half of the annual awards, upon achieving certain annual net income per share targets established by the Company during the performance period of the award.

 

In April 2005, the Company adopted the Directors’ Restricted Shares Plan (“Director Share Plan”). The Company reserved 500,000 Common Shares for issuance under the Director Share Plan. Under the Director Share Plan, the Company has cumulatively issued 354,964 restricted Common Shares. Certain shares issued under the Director Share Plan during 2009 cliff vest one year after the grant date; other shares issued during 2009 cliff vest six months after the date of grant. Shares issued under the Director Share Plan during 2010, 2011 and 2012 cliff vest one year after the date of grant.

 

Options

 

A summary of option activity under the plans noted above as of December 31, 2012, and changes during the year ended are presented below:

 

    Share
options		     Weighted-
average
exercise
price		     Weighted-
average
remaining
contractual
term		  
                   
Outstanding as of December 31, 2011     104,100     $ 12.76          
Expired     (45,100 )   $ 13.57          
Exercised     -     $ -          
Outstanding and exercisable as of December 31, 2012     59,000     $ 12.20       0.52  

 

There were no options granted during the years ended December 31, 2012, 2011 and 2010, and all outstanding options have vested.

 

The intrinsic value of options outstanding and exercisable is the difference between the fair market value of the Company’s Common Shares on the applicable date (“Measurement Value”) and the exercise price of those options that had an exercise price that was less than the Measurement Value. The intrinsic value of options exercised is the difference between the fair market value of the Company’s Common Shares on the date of exercise and the exercise price. There were no options exercised during the year ended December 31, 2012. The total intrinsic value of options exercised during the years ended December 31, 2011 and 2010 was $117 and $145, respectively.

 

As of December 31, 2012, 2011, and 2010 the aggregate intrinsic value of both outstanding and exercisable options was $0, $5, and $514, respectively.

 

Restricted Shares

 

The fair value of the non-vested time-based restricted Common Share awards was calculated using the market value of the shares on the date of issuance. The weighted-average grant-date fair value of time-based restricted Common Shares granted during the years ended December 31, 2012, 2011 and 2010 was $9.95, $15.79 and $6.92, respectively.

 

The fair value of the non-vested performance-based restricted Common Share awards with a performance condition requiring the Company to obtain certain earnings per share targets was estimated using the market value of the shares on the date of grant. The fair value of non-vested performance-based restricted Common Share awards with a performance condition requiring the Company to obtain a total shareholder return target relative to a group of peer companies was estimated using a Monte Carlo simulation model.

 

A summary of the status of the Company’s non-vested restricted Common Shares as of December 31, 2012 and the changes during the year then ended, are presented below:

 

    Time-based awards     Performance-based awards  
    Common
shares		     Weighted-
average grant-
date fair
value		     Common
shares		     Weighted-
average grant-
date fair
value		  
                         
Non-vested as of December 31, 2011     991,660     $ 7.11       419,100     $ 10.65  
Granted     375,980     $ 9.95       277,200     $ 10.87  
Vested     (443,646 )   $ 2.86       -     $ -  
Forfeited     (81,164 )   $ 10.29       (60,450 )   $ 10.20  
Non-vested as of December 31, 2012     842,830     $ 10.31       635,850     $ 10.78  

 

As of December 31, 2012, total unrecognized compensation cost related to non-vested time-based restricted Common Share awards granted was $3,341. That cost is expected to be recognized over a weighted-average period of 1.09 years. For the years ended December 31, 2012, 2011 and 2010, the total fair value of time-based restricted Common Share awards vested was $4,413, $3,743 and $1,823, respectively.

 

As of December 31, 2012, total unrecognized compensation cost related to non-vested performance-based restricted Common Share awards granted was $1,902. That cost is expected to be recognized over a weighted-average period of 1.18 years dependent upon the achievement of performance conditions. As noted above, the Company has issued and outstanding performance-based restricted Common Share awards that use different performance targets. The awards that use earnings per share as the performance target will not be expensed until it is probable that the Company will meet the underlying performance condition.

 

Cash received from option exercises under all share-based payment arrangements for the years ended December 31, 2012, 2011 and 2010 was $0, $168 and $220, respectively. There was no actual tax benefit realized for the tax deductions from the vesting of restricted Common Shares and option exercises of the share-based payment arrangements for the years ended December 31, 2012, 2011 and 2010.