Share-Based and Cash-Based Incentive Compensation
|12 Months Ended|
Dec. 31, 2012
|Share-Based and Cash-Based Incentive Compensation||
11. Share-Based and Cash-Based Incentive Compensation
As allowed by the Plan, in 2012, 2011 and 2010, the Company granted RSUs to certain of its employees. In 2012 and in prior years, restricted stock was granted to the Company’s non-employee directors under the Directors Compensation Plan. In addition to share-based compensation, the Company granted its employees cash-based incentive awards in 2012, 2011 and 2010.
At December 31, 2012, there were 1,393,602 shares of common stock available for award under the Plan and 546,829 shares of common stock available for award under the Directors Compensation Plan.
Under the Company’s share-based payment plans, restricted shares were issued in 2012, 2011 and 2010 primarily to the Company’s non-employee directors. Restricted shares are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restriction period. The holders of restricted shares generally have the same rights as a shareholder of the Company with respect to such shares, including the right to vote and receive dividends or other distributions paid with respect to the shares. The fair value of restricted stock was estimated by using the Company’s closing price on the grant date.
A summary of share activity related to restricted stock is as follows:
Subject to the satisfaction of service conditions, the restricted shares outstanding as of December 31, 2012 will vest as follows:
Restricted stock fair value at grant date and vested date: The grant date fair value of restricted stock granted during 2012, 2011 and 2010 was $0.4 million, $0.5 million and $0.4 million, respectively. The fair value of the restricted stock that vested during 2012, 2011 and 2010 was $0.5 million, $7.9 million and $8.1 million, respectively, based on the closing prices on the dates of vesting.
Restricted Stock Units
During 2012, 2011 and 2010, the Company awarded to certain employees RSUs that were 100% contingent upon meeting specified performance requirements. The specific performance requirements were partially achieved in 2012 and were fully achieved in 2011 and 2010. Vesting occurs upon completion of the specified vesting period applicable to each award. Subsequent to the determination of the performance achievement and prior to vesting, the RSUs awards earn dividend equivalents at the same rate as dividends paid on our common stock. RSUs awarded are subject to forfeiture until vested and cannot be sold, transferred or disposed of during the restricted period. The methodology and assumptions used to estimate fair value for RSUs grants are described in Note 10.
A summary of share activity related to RSUs is as follows:
Subject to the satisfaction of service conditions, the RSUs outstanding as of December 31, 2012 will vest as follows:
RSUs fair value at grant date and vested date: During 2012, 2011 and 2010, the grant date fair value of RSUs granted was $14.3 million, $14.4 million and $12.0 million, respectively. The fair value of the RSUs that vested during 2012 was $20.0 million based on the opening price on the first day of trading after the vesting date, as vesting occurred on a weekend.
A summary of compensation expense under share-based payment arrangements and the related tax benefit is as follows (in thousands):
As of December 31, 2012, unrecognized share-based compensation expense related to our issued restricted shares and RSUs was $0.5 million and $11.4 million, respectively. Unrecognized compensation expense will be recognized through April 2015 for restricted shares and November 2014 for RSUs.
Cash-based Incentive Compensation
As defined by the Plan, annual incentive awards payable in cash may be granted to eligible employees. These awards are performance-based awards consisting of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria. Generally, the performance period is the calendar year and determination and payment is made in cash in the first quarter of the following year.
Share-Based Compensation and Cash-Based Incentive Compensation Expense
A summary of incentive compensation expense is as follows (in thousands):
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
Reference 1: http://www.xbrl.org/2003/role/presentationRef