STOCK BASED COMPENSATION

12 Months Ended

Aug. 31, 2011

STOCK BASED COMPENSATION [Abstract]

STOCK BASED COMPENSATION

NOTE 8 - STOCK BASED COMPENSATION

The three types of equity awards offered by the Company are stock options ("options"), restricted stock awards ("RSA's") and restricted stock units ("RSU's").  Compensation related to options is accounted for by applying the valuation technique based on the Black-Scholes model. Compensation related to RSA's and RSU's is based on the fair market value at the time of grant with the application of an estimated forfeiture rate.  The Company recognizes the compensation cost related to these awards over the requisite service period of five years, graded ratably at the rate of 20% per year over the five-year period.  The Company utilizes "modified grant-date accounting" for true-ups due to actual forfeitures at the vesting dates.  The Company records as additional paid-in capital the tax savings resulting from tax deductions in excess of expense for stock-based compensation or a reduction in paid-in capital from the tax deficiency resulting from stock-based compensation in excess of the related tax deduction, based on the Tax Law Ordering method.  In addition, the Company reflects the tax saving (deficiency) resulting from the taxation of stock-based compensation as a financing cash flow in its consolidated statement of cash flows, rather than as operating cash flows.

RSA's have the same cash dividend and voting rights as other common stock and are considered to be currently issued and outstanding shares of common stock.  RSU's are not issued nor outstanding until vested and do not have the cash dividend and voting rights of common stock.  However, the Company has paid dividend equivalents to the employees with unvested RSU's equal to the dividend they would have received had the shares of common stock underlying the RSU's been actually issued and outstanding.  The providing of dividend equivalents on RSU's is subject to the annual review and final determination by the board of directors at their discretion.  Payments of dividend equivalents to employees are recorded as compensation expense.

The Company has adopted four stock option and equity participation plans for the benefit of its eligible employees, consultants and non-employee directors.  The 1997 Stock Option Plan of PriceSmart, Inc. authorizes 700,000 shares of the Company's common stock for issuance.  The Compensation Committee of the Board of Directors administers the 1997 Plan with respect to options granted to employees or consultants of the Company, and the full Board of Directors administers the Plan with respect to director options.  The Company no longer grants options under the 1997 Plan.  The 1998, 2001 and 2002 Equity Participation Plans of PriceSmart, Inc., as amended, authorize 2,350,000 shares of the Company's common stock for issuance.  Options granted under all four plans typically vest over five years and expire in six years.  The 1998, 2001 and 2002 plans also allow restricted stock awards and restricted stock units, which typically vest over five years.  As of August 31, 2011, 2010 and 2009, an aggregate of 260,344, 353,813 and 504,572 shares, respectively, were available for future grants under the 1998, 2001 and 2002 Equity Participation Plans.

The following table summarizes the components of the stock-based compensation expense for the twelve-month periods ended August 31, 2011, 2010 and 2009 (in thousands), which are included in general and administrative expense and warehouse club operations in the consolidated statements of income:

		Twelve Months Ended
		August 31,
		2011	2010		2009
Restricted stock awards	$	3,780	$	3,670	$	3,145
Restricted stock units		202		68		93
Options granted to directors		55		40		60
Stock-based compensation expense	$	4,037	$	3,778	$	3,298

The following table summarizes various concepts related to stock-based compensation as of and for the twelve-months ended August 31, 2011, 2010 and 2009:

	Twelve Months Ended
	August 31,
	2011		2010			2009
Remaining unrecognized compensation cost (in thousands)	$	8,319	$	8,598		$	7,789
Weighted average period of time over which this cost will be recognized (years)		3.2		3.0			3.2
Excess tax benefit (deficiency) on stock-based compensation (in thousands)	$	752	$	(57	)	$	(16	)

The Company began issuing restricted stock awards in fiscal year 2006 and restricted stock units in fiscal year 2008.  The restricted stock awards and units vest over a five-year period and the unvested portion of the award is forfeited if the employee or non-employee director leaves the Company before the vesting period is completed. Restricted stock awards and units activity for the twelve-months ended August 31, 2011, 2010 and 2009 was as follows:

	Twelve Months Ended
	August 31,
	2011			2010			2009
Grants outstanding at beginning of period		558,821			618,250			748,860
Granted		95,700			151,930			104,510
Forfeited		(8,231	)		(4,971	)		(32,836	)
Vested		(209,679	)		(206,388	)		(202,284	)
Grants outstanding at end of period		436,611			558,821			618,250

The following table summarizes the fair value for restricted stock awards and units for twelve-months of fiscal years 2011, 2010 and 2009:

	Twelve Months Ended August 31,
	2011		2010			2009
Restricted stock awards and units granted - weighted average grant date fair value	$	41.25	$	23.36	$	18.43
Restricted stock awards and units vested - weighted average grant date fair value	$	16.72	$	16.58	$	16.21
Restricted stock awards and units vested - weighted average vesting date fair value	$	40.92	$	21.24	$	16.31
Restricted stock awards and units forfeited - weighted average grant date fair value	$	23.58	$	18.69	$	15.06

The total fair market value of restricted stock awards and units vested during the years ended August 31, 2011, 2010 and 2009 was approximately $8.3 million, $4.2 million and $3.3 million, respectively.

The table below reflects repurchases of shares by the Company at the stock price at vesting dates to cover the employees' minimum statutory tax withholding requirements related to the vesting of restricted stock awards.  The Company expects to continue this practice going forward.   

	Twelve Months Ended August 31,
	2011		2010		2009
Repurchased shares		69,146		70,679		69,062
Repurchased amount (in thousands)	$	2,711	$	1,434	$	1,128

As of August 31, 2011 and 2010, the Company had 30,800 and 35,200 stock options outstanding under its stock plans, respectively.  Stock-based compensation for options represented 1.4% of the total stock-based compensation for fiscal year 2011.  Due to the substantial shift from the use of stock options to restricted stock awards and units, the Company believes stock option activity is no longer significant and that any further disclosure on options is not necessary.