Share-Based Compensation

3 Months Ended

May 02, 2020

Share-based Payment Arrangement [Abstract]

(7)

Share-Based Compensation

Equity Incentive Plan

Pursuant to the Company's 2002 Equity Incentive Plan (the “Plan”), the Company’s board of directors may grant stock options, restricted shares, and restricted stock units to officers, directors, key employees and professional service providers. The Plan, as amended, allows for the issuance of up to a total of 7.6 million shares under the Plan. As of May 2, 2020, approximately 3.2 million stock options, restricted shares, or restricted stock units were available for grant.

Common Stock Options

All stock options have a term not greater than ten years. Stock options vest and become exercisable in whole or in part, in accordance with vesting conditions set by the Company’s board of directors. Options granted to date generally vest over four years from the date of grant.

Stock option activity during the thirteen weeks ended May 2, 2020 was as follows:



	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Balance as of February 1, 2020	231,525		$	30.92	4.1
Forfeited	(993	)	39.30
Exercised	(2,136	)	30.62
Balance as of May 2, 2020	228,396		30.89		4.1
Exercisable as of May 2, 2020	228,396		$	31.07	4.1

The fair value of each option award granted to employees, including outside directors, is estimated on the date of grant using the Black-Scholes option-pricing model. There were no stock options granted during the thirteen weeks ended May 2, 2020.

Restricted Stock Units and Performance-Based Restricted Stock Units

All restricted stock units ("RSU") and performance-based restricted stock units ("PSU") vest in accordance with vesting conditions set by the compensation committee of the Company’s board of directors. RSUs granted to date have vesting periods ranging from less than one year to five years from the date of grant. PSUs granted to date have vesting periods ranging from one year to five years from the date of grant, including grants that have a cumulative three year performance period, subject to satisfaction of the applicable performance goals established for the respective grant. The Company periodically assesses the probability of achievement of the performance criteria and adjusts the amount of compensation expense accordingly. Compensation is recognized over the vesting period and adjusted for the probability of achievement of the performance criteria.

RSU and PSU activity during the thirteen weeks ended May 2, 2020 was as follows:



	Restricted Stock Units				Performance-Based Restricted Stock Units
	Number		Weighted-Average Grant Date Fair Value		Number		Weighted-Average Grant Date Fair Value
Non-vested balance as of February 1, 2020	250,352		$	79.37	357,166		$	66.96
Granted	97,603		90.87		110,837		94.88
Vested	(77,149	)	55.68		(127,622	)	39.89
Forfeited	(8,358	)	85.39		(14,974	)	67.60
Non-vested balance as of May 2, 2020	262,448		$	90.42	325,407		$	87.06

In connection with the vesting of RSUs and PSUs during the thirteen weeks ended May 2, 2020, the Company withheld 46,532 shares with an aggregate value of $3.3 million in satisfaction of minimum tax withholding obligations due upon vesting.

In connection with the vesting of RSUs and PSUs during the thirteen weeks ended May 4, 2019, the Company withheld 79,256 shares with an aggregate value of $9.9 million in satisfaction of minimum tax withholding obligations due upon vesting.

As of May 2, 2020, there was $19.4 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements (including stock options, RSUs and PSUs) granted under the Plan. The cost is expected to be recognized over a weighted average vesting period of 3.1 years.

Share Repurchase Program

On March 20, 2018, the Company's board of directors approved a share repurchase program authorizing the repurchase of up to $100 million of the Company's common stock through March 31, 2021, on the open market, in privately negotiated transactions, or otherwise. In fiscal 2019, the Company purchased 337,552 shares under this program at an aggregate cost of approximately $36.9 million, or an average price of $109.27 per share. During the thirteen weeks ended May 2, 2020, the Company purchased 137,023 shares under this program at an aggregate cost of approximately $12.7 million, or an average price of $92.42 per share. Since approval of the share repurchase program in March 2018, the Company has purchased approximately 500,000 shares for an aggregate cost of approximately $50 million. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be modified or discontinued at any time.