Stock Incentive Plan

6 Months Ended

Aug. 26, 2011

Stock Incentive Plan

Stock Incentive Plan

8.  STOCK INCENTIVE PLAN

Performance Units

In Q1 2012, we awarded a target of 485,845 performance units to our executive officers. These performance units are earned after a three-year performance period, from 2012 through 2014, based on our total shareholder return relative to a comparison group of companies. The number of units that may be earned can range from 0% to 200% of the target amount, therefore the maximum number of performance units that can be issued under the award is 971,690. For this award, a dividend equivalent is calculated based on the actual number of units earned at the end of the performance period, equal to the dividends that would have been payable on the earned units had they been held during the entire performance period as Class A Common Stock. At the end of the performance period, the dividend equivalents are paid in the form of cash or Class A Common Stock at the discretion of the Board of Directors. The award will be forfeited if a participant leaves our company for reasons other than retirement, disability or death or if the participant engages in any competition with us, as defined in the plan and determined by the Administrative Committee in its discretion. If a change in control occurs at least six months following the award date, the target award will be deemed to be earned and a pro rata number of units will be vested and paid based upon the length of time within the performance period which has elapsed prior to the effective date of the change in control. The fair value of the performance units awarded was calculated on the grant date using the Monte Carlo simulation model with the following assumptions:

	2012 Awards	2011 Awards	2010 Awards
Three-year risk-free interest rate (1)	1.4%	1.7%	1.3%
Expected term	3 years	3 years	3 years
Estimated volatility (2)	50.9%	49.2%	41.3%
Weighted-average grant-date fair value per unit	$ 16.57	$ 9.14	$ 7.20

(1)	Based on the U.S. government bond benchmark on the grant date.
(2)	Represents the historical price volatility of the Company's common stock for the three-year period preceding the grant date.

The total performance units expense and associated tax benefit for all outstanding awards for the three and six months ended August 26, 2011 and August 27, 2010 are as follows:

	Three Months Ended		Six Months Ended
	August 26,	August 27,	August 26,	August 27,
Performance Units	2011	2010	2011	2010
Expense	$ 1.2	$ 0.7	$ 6.1	$ 4.1
Tax benefit	0.5	0.2	2.4	1.5

The performance units activity for the six months ended August 26, 2011 is as follows:

		Weighted-Average
		Grant Date
Maximum Number of Nonvested Units	Total	Fair Value per Unit (2)
Nonvested as of February 25, 2011	3,024,000	4.22
Granted	971,690	8.29
Nonvested as of August 26, 2011 (1)	3,995,690	5.21

(1)	Total nonvested units include 390,500 units, which represents the 25% portion of the awards granted in 2011 and 2010 which are not subject to performance conditions.
(2)	The fair value per unit presented in this table assumes the awards are at maximum.

As of August 26, 2011, there is $5.8 of remaining unrecognized compensation cost related to nonvested performance units. That cost is expected to be recognized over a remaining weighted-average period of 2.0 years.

Restricted Stock and Restricted Stock Units

For the six months ended August 26, 2011, we awarded 269,805 restricted stock units ("RSUs"), of which 252,655 were to our executive officers in Q1 2012. These RSUs have restrictions on transfer which lapse approximately three years after the date of grant, at which time RSUs are issued as unrestricted shares of Class A Common Stock. These awards are subject to forfeiture if a participant leaves our company for reasons other than retirement, disability, death or termination by us without cause prior to the vesting date.

The total restricted stock and RSUs expense and associated tax benefit for all outstanding awards for the three and six months ended August 26, 2011 and August 27, 2010 are as follows:

	Three Months Ended		Six Months Ended
	August 26,	August 27,	August 26,	August 27,
Restricted Stock and RSU's	2011	2010	2011	2010
Expense	$ 0.4	$ 0.3	$ 1.8	$ 0.6
Tax benefit	0.2	0.2	0.7	0.3

The restricted stock and RSUs activity for the six months ended August 26, 2011 is as follows:

				Weighted-Average
		Restricted		Grant Date
	Restricted	Stock		Fair Value
Nonvested Shares/Units	Shares	Units	Total	per Share/Unit
Nonvested as of February 25, 2011	3,566	496,151	499,717	7.71
Granted	—	269,805	269,805	10.86
Vested	(3,566)	(14,000)	(17,566)	12.26
Forfeited	—	(8,500)	(8,500)	8.22
Nonvested as of August 26, 2011	—	743,456	743,456	8.73

As of August 26, 2011, there is $3.3 of remaining unrecognized compensation cost related to nonvested RSUs. That cost is expected to be recognized over a weighted-average period of 2.5 years.

	Six Months Ended
	August 26,	August 27,
Grant Date Fair Value per Share/Unit	2011	2010
Weighted-average grant date fair value per unit of RSUs granted during the six months ended August 26, 2011 and August 27, 2010	$ 10.86	$ 6.96