Lumber Liquidators 2012 Annual Report Download - page 56

Lumber Liquidators Holdings, Inc.
Notes to Consolidated Financial Statements—(Continued)
(amounts in thousands, except share data and per share amounts)
The following have been excluded from the computation of Weighted Average Common Shares Outstanding—Diluted
because the effect would be anti-dilutive:
As of December 31,
2012 2011 2010
Stock Options ............................................. 16,969 845,414 287,857
Restricted Stock Awards ..................................... 4,261 9,414 —
Stock Repurchase Program
On February 22, 2012, the Company’s Board of Directors (“Board”) authorized the repurchase of up to $50,000 of the
Company’s common stock, and on November 15, 2012, authorized the repurchase of up to an additional $50,000. The
Company’s stock repurchase program allows it to repurchase its common stock from time to time on the open market or in
privately negotiated transactions. During the year ended December 31, 2012, the Company repurchased 1,648,777 shares of
its common stock on the open market at an average price of $29.74 per share for an aggregate cost of $49,068. The Company
has not purchased any stock through privately negotiated transactions. At December 31, 2012, the Company had $50,932
remaining under Board authorization.
NOTE 8. STOCK-BASED COMPENSATION
Stock-based compensation expense included in SG&A expenses consisted of:
Year Ended December 31,
2012 2011 2010
Stock Options, Restricted Stock Awards and Stock Appreciation Rights .................... $3,997 $4,005 $2,962
Regional Manager Plan ........................................................... — — 129
Total .......................................................................... $3,997 $4,005 $3,091
Overview
On May 6, 2011, the Company’s stockholders approved the Lumber Liquidators Holdings, Inc. 2011 Equity
Compensation Plan (the “2011 Plan”), which succeeded the Lumber Liquidators Holdings, Inc. 2007 Equity Compensation
Plan (the “2007 Plan”). The 2011 Plan is an equity incentive plan for employees, non-employee directors and other service
providers from which the Company may grant stock options, restricted stock awards, stock appreciation rights (“SARs”) and
other equity awards. The total number of shares of common stock authorized for issuance under the 2011 Plan is 5.3 million.
As of December 31, 2012, 1.7 million shares of common stock were available for future grants. Stock options granted under
the 2011 Plan expire no later than ten years from the date of grant and the exercise price shall not be less than the fair market
value of the shares on the date of grant. Vesting periods are assigned to stock options and restricted stock awards on a grant
by grant basis at the discretion of the Board of Directors. The Company issues new shares of common stock upon exercise of
stock options and vesting of restricted stock awards.
The Company also maintains the Lumber Liquidators Holdings, Inc. Outside Directors Deferral Plan (the “Deferral
Plan”) under which each of the Company’s non-employee directors has the opportunity to elect annually to defer certain fees
until his departure from the Board of Directors. A non-employee director may elect to defer up to 100% of his fees and have
such fees invested in deferred stock units. Deferred stock units must be settled in common stock upon the director’s departure
from the Board. There were 47,334 and 32,960 deferred stock units outstanding at December 31, 2012 and 2011,
respectively.
The Regional Manager Plan
The Company maintained a stock unit plan for regional store management, the 2006 Stock Unit Plan for Regional
Managers (the “2006 Regional Plan”). In 2006, certain Regional Managers were granted a total of 85,000 stock units vesting
50