Page 109 - New8814 GP 2011_AR-fnl

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Corporate Activities
In November 2010, the Company issued $90 million of 5.75% Convertible Senior Notes due 2015. The notes represent
senior, unsecured obligations of the Company, with interest payable on May 1 and November 1 of each year. The notes may
be converted into shares of the Company’s common stock and cash in lieu of fractional shares of the common stock based on
a conversion rate initially equal to 69.7788 shares of the common stock per $1,000 principal amount of Notes, which is equal
to an initial conversion price of $14.33 per share. The conversion rate is subject to adjustment upon the occurrence of
specified events. The Company may redeem for cash all but not less than all, of the Notes at any time on and after November
1, 2013, if the last reported sale price of the Company’s common stock equals or exceeds 140% of the applicable conversion
price for a specified time period, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and
unpaid interest. Default by the Company with respect to any loan in excess of $10.0 million constitutes an event of default
under the convertible senior notes, which could result in the convertible senior notes being declared due and payable.
Capitalized Interest
The Company had no capitalized interest for years ended December 31, 2011, 2010 and 2009.
Restricted Net Assets
At December 31, 2011, there were approximately $528.6 million of net assets at the Company’s subsidiaries that were
not available to be transferred to the parent company in the form of dividends, loans, or advances due to restrictions
contained in the credit facilities of these subsidiaries.
11. STOCK-BASED COMPENSATION
The Company has 2007 and 2009 Equity Incentive Plans which reserve a combined total of 3.5 million shares of
common stock for issuance pursuant to the terms of the plans. The plans provide for the granting of shares of stock, including
options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, non-vested stock
and non-vested stock unit awards to eligible employees, non-employee directors and consultants. The Company measures
share-based compensation grants at fair value on the grant date, adjusted for estimated forfeitures. The Company records
noncash compensation expense related to equity awards in its financial statements over the requisite service period on a
straight-line basis. All of the Company’s existing share-based compensation awards have been determined to be equity
awards.
Grants under the 2007 and 2009 Equity Incentive Plans may include:
Options
– Stock options may be granted that are currently exercisable, that become exercisable in installments, or
that are not exercisable until a fixed future date. Certain options that have been issued are exercisable during their
term regardless of termination of employment while other options have been issued that terminate at a designated
time following the date employment is terminated. Options issued to date may be exercised immediately and/or at
future vesting dates, and must be exercised no later than five to eight years after the grant date or they will expire.
Stock Awards
– Stock awards may be granted to directors and employees with ownership of the common stock
vesting immediately or over a period determined by the Compensation Committee and stated in the award. Stock
awards granted to date vested in some cases immediately and at other times over a period determined by the
Compensation Committee and were restricted as to sales for a specified period. Compensation expense was
recognized upon the grant award date if fully vested, or over the requisite vesting period.
Deferred Stock Units
– Deferred stock units (“DSU”) may be granted to directors and employees with ownership of
the common stock vesting immediately or over a period determined by the Compensation Committee and stated in
the award. As determined by the Compensation Committee, deferred stock units granted to date vest over a specific
period with underlying shares of common stock issuable in a period beyond the vesting date. Compensation expense
was recognized upon the grant award date if fully vested, or over the requisite vesting period.