Annual report pursuant to section 13 and 15(d)

Share-Based Compensation

v2.3.0.11
Share-Based Compensation
12 Months Ended
Dec. 31, 2011
Share-Based Compensation [Abstract]  
Share-Based Compensation
12. Share-based Compensation

2007 Stock Incentive Plan

In 2007, the Company adopted the 2007 Stock Incentive Plan providing for the issuance of a maximum of 2.0 million shares of common stock in connection with the grant of stock-based or stock-denominated awards. On May 27, 2011, the Company's stockholders approved the reservation of an additional 3.0 million shares to be issued under the 2007 Stock Incentive Plan.

As of December 31, 2011, 2.4 million common shares remained available for future grant under the 2007 Stock Incentive Plan.

Restricted Shares

During the year ended December 31, 2011 the Company granted restricted shares and stock options under the Plan. During the year ended December 31, 2010 the Company granted restricted shares both under the Plan and outside of it, and during the year ended December 31, 2009 the Company granted restricted shares and stock options under the Plan.

During the year ended December 31, 2011, the Company granted 0.7 million restricted shares, of which 0.1 million shares vested immediately with the remaining shares to be received at the end of a vesting period only if the participants remain employed by the Company through the vesting date and the number of shares earned will be based on the proportion of the length of service for a period of three years.

During the year ended December 31, 2010, the Company granted 3.4 million restricted shares. Of the total shares granted, 1.4 million entitle a holder to receive, at the end of a vesting period, a specified number of shares of the Company's common stock. The remaining 2.0 million shares granted entitle the holder to receive common stock when the shares vest based upon certain market conditions tied to the Company's stock price, or certain performance conditions including a change in control.

 

Restricted shares entitle the holder to receive, upon meeting certain vesting criteria, a specified number of shares of the Company's common stock. Stock-based compensation cost of restricted shares is measured by the market value of the Company's common stock on the date of grant. Compensation cost associated with certain restricted share grants also takes into account market conditions in its measurement. The following table summarizes restricted share activity for the years ended December 31, 2011 and 2010:

 

     Number of
shares
(In thousands)
    Weighted
average
grant
date fair
value
 

Unvested at January 1, 2010

     324      $ 2.86   

Granted

     3,440        2.50   

Vested

     (1,408     2.56   

Vested shares forgone to satisfy minimum statutory withholding

     (67     2.78   

Forfeitures

     (115     2.66   
  

 

 

   

Unvested at December 31, 2010

     2,174      $ 2.51   

Granted

     682        1.64   

Vested

     (168     1.90   

Vested shares forgone to satisfy minimum statutory withholding

     (51     2.19   

Forfeitures

     (1     2.58   
  

 

 

   

Unvested at December 31, 2011

     2,636      $ 1.88   
  

 

 

   

As of December 31, 2011, there was $6.6 million of pre-tax total unrecognized compensation cost related to non-vested restricted shares, which will be adjusted for future forfeitures. The Company expects to recognize such cost over a period of approximately 13 years.

Stock Options

There were no stock options granted during the years ended December 31, 2011 and 2010. During the year ended December 31, 2009, the Company granted less than 0.1 million stock options at an exercise price of $1.85 per share which was the market price on the date of grant.

Share-based compensation expense was determined based on the fair value of the options. The fair value of the options was calculated using the Black Scholes pricing model based on the following assumptions:

 

    

2009

Expected life

   2.5 years

Risk free interest rate

   1.38% -1.42%

Volatility

   35% - 37%

Dividend yield

   0%

There was no stock option activity for the years ended December 31, 2011 and 2010.

 

Stock-based compensation expense

The following table presents the total stock-based compensation expense, which is included in selling, general and administrative expenses, related to all of the Company's equity for the years ended December 31, 2011, 2010 and 2009 (in thousands):

 

     2011     2010     2009  

Restricted share expense

   $ 1,185   $ 5,853 **    $ 700   

Stock option expense

     —          —          53   
  

 

 

   

 

 

   

 

 

 

Total stock-based compensation expense

   $ 1,185      $ 5,853      $ 753   
  

 

 

   

 

 

   

 

 

 

* Includes $0.2 million expense for a tax gross-up liability associated with certain restricted share grants.
** Includes $2.1 million expense for a tax gross-up liability associated with certain restricted share grants.

Common Share Repurchase Program

In November of 2010, the Company's Board of Directors authorized a share repurchase program of up to $2.0 million of outstanding common shares. The repurchase program will be funded by our available cash balance.

Stock repurchases may be made through open market transactions, negotiated purchases or otherwise, at times and in such amounts as our management deems to be appropriate. The timing and actual number of shares repurchased will depend on a variety of factors, including price, financing and regulatory requirements, as well as other market conditions. The program does not require us to repurchase any specific number of shares or to complete the program within a specific period of time.

During the years ended December 31, 2011 and 2010, the Company repurchased less than 0.2 million and less than 0.1 million shares at an average price of $2.18 and $2.46 per share at a cost of approximately $0.3 million and $0.1 million, respectively.