16.	SHARE-BASED PLANS

The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted stock options, restricted stock and stock performance awards.

ASC 718, Compensation – Stock Compensation, and ASC 505, Equity, require companies to recognize compensation expense in an amount equal to the fair value of all share-based payments granted to employees over the requisite service period for each award. In certain limited circumstances, the Company's incentive compensation plan provides for accelerated vesting of the awards, such as in the event of a change in control, qualified retirement, death or disability. The Company has a policy of issuing treasury shares in satisfaction of share-based awards.

Share-based compensation expense of $5.6 million, $6.1 million and $4.7 million was recognized in 2011, 2010 and 2009, respectively, as a component of selling and administrative expenses. The following table details the share-based compensation expense by plan and the total related income tax benefit for 2011, 2010 and 2009:


($ thousands)	2011			2010		2009
Expense for share-based compensation plans:
Stock options	$	513	$	824	$	947
Stock performance awards		471		1,243		623
Restricted stock grants		4,649		4,077		3,103
Total share-based compensation expense		5,633		6,144		4,673
Less: Income tax benefit		2,107		2,082		1,479
Total share-based compensation expense, net of income tax benefit	$	3,526	$	4,062	$	3,194

The Company issued 559,401, 546,300 and 568,681 shares of common stock in 2011, 2010 and 2009, respectively, for restricted stock grants, stock options exercised and stock performance awards issued to employees and common and restricted stock grants issued to directors. There were no significant modifications to any share-based awards in 2011, 2010 or 2009.

Stock Options

Stock options are granted to employees at exercise prices equal to the quoted market price of the Company's stock at the date of grant. Stock options generally vest over four years and have a term of 10 years. Compensation cost for all stock options is recognized over the requisite service period for each award. No dividends are paid on unexercised options. Expense for stock options is recognized on a straight-line basis separately for each vesting portion of the stock option award.

The Company granted 111,500, 143,000 and 212,400 stock options during 2011, 2010 and 2009, respectively. Fair values of options granted in 2011, 2010 and 2009 were estimated using the Black-Scholes option-pricing model based on the following assumptions:

	2011		2010		2009
Dividend yield		2.19%		2.0%		7.1%
Expected volatility		62.9%		59.8%		55.3%
Risk-free interest rate		2.5%		2.9%		2.9%
Expected term (in years)		7		7		8

Dividend yields are based on historical dividend yields. Expected volatilities are based on historical volatilities of the Company's common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the options. The expected term of options represents the weighted-average period of time that options granted are expected to be outstanding, giving consideration to vesting schedules and the Company's historical exercise patterns.

Summarized information about stock options outstanding and exercisable at January 28, 2012 is as follows:


	Outstanding				Exercisable
Exercise Price Range	Number of Options	Weighted- Average Remaining Life (Years)	Weighted- Average Exercise Price		Number of Options	Weighted- Average Exercise Price
$3.33 – $8.65	194,039	6	$	4.91	97,014	$	5.57
$8.66 – $13.97	223,409	3		10.96	175,159		11.15
$13.98 – $19.29	952,011	4		15.76	819,011		15.95
$19.30 – $24.61	173,905	4		21.34	173,905		21.34
$24.62 – $29.93	3,000	5		24.97	3,000		24.97
$29.94 – $35.25	116,246	5		34.95	116,246		34.95
	1,662,610	4	$	15.79	1,384,335	$	16.91

The weighted-average remaining contractual term of stock options outstanding and currently exercisable at January 28, 2012 was 4.1 years and 3.2 years, respectively. The aggregate intrinsic value of stock options outstanding and currently exercisable at January 28, 2012 was $0.9 million and $0.4 million, respectively. Intrinsic value for stock options is calculated based on the exercise price of the underlying awards as compared to the quoted price of the Company's common stock as of the reporting date.

The following table summarizes stock option activity for 2011 under the current and prior plans:


	Number of Options			Weighted-Average Exercise Price
Outstanding at January 29, 2011		1,835,142		$	15.42
Granted		111,500			12.28
Exercised		(116,311	)		7.93
Forfeited		(167,721	)		14.89
Canceled or expired		–			–
Outstanding at January 28, 2012		1,662,610		$	15.79
Exercisable at January 28, 2012		1,384,335		$	16.91

The intrinsic value of stock options exercised was $0.4 million, $1.1 million and $0.3 million for 2011, 2010 and 2009 respectively. The amount of cash received from the exercise of stock options was $0.9 million, $0.9 million and $0.1 million for 2011, 2010 and 2009, respectively. In addition, 349, 7,124 and 7,956 shares were tendered by employees in satisfaction of the exercise price of stock options during 2011, 2010 and 2009, respectively. The tax impact associated with stock options exercised was less than $0.1 million for 2011, $0.2 million for 2010 and less than $0.1 million for 2009.

The following table summarizes nonvested stock option activity for 2011 under the current and prior plans:


	Number of Nonvested Options			Weighted-Average Grant Date Fair Value
Nonvested at January 29, 2011		381,741		$	5.37
Granted		111,500			6.83
Vested		(124,441	)		7.26
Forfeited		(90,525	)		5.07
Nonvested at January 28, 2012		278,275		$	5.26

The weighted-average grant date fair value of stock options granted for 2011, 2010 and 2009 was $6.83, $7.48 and $1.57, respectively. The total grant date fair value of stock options vested during 2011, 2010 and 2009 was $0.9 million, $1.3 million and $2.2 million, respectively. As of January 28, 2012, the total remaining unrecognized compensation cost related to nonvested stock options amounted to $0.7 million, which will be amortized over the weighted-average remaining requisite service period of 2.9 years.

Restricted Stock

Under the Company's incentive compensation plans, restricted stock of the Company may be granted at no cost to certain officers, key employees and directors. Plan participants are entitled to cash dividends and voting rights for their respective shares. Restrictions limit the sale or transfer of these shares during the requisite service period, which generally ranges from one to eight years. Expense for restricted stock grants is recognized on a straight-line basis separately for each vesting portion of the stock award based upon fair value of the award on the date of grant. The fair value of the restricted stock grants is the quoted market price for the Company's common stock on the date of grant.

The following table summarizes restricted stock activity for the year ended January 28, 2012:


	Number of Nonvested Restricted Shares			Weighted-Average Grant Date Fair Value
Nonvested at January 29, 2011		1,502,244		$	11.50
Granted		656,350			13.78
Vested		(121,947	)		27.48
Forfeited		(186,350	)		11.81
Nonvested at January 28, 2012		1,850,297		$	11.09

For the years ended January 28, 2012, January 29, 2011 and January 30, 2010, restricted shares granted were 656,350, 565,864 and 601,175, respectively. Restricted shares forfeited during 2011, 2010 and 2009 were 186,350, 100,719 and 60,442, respectively. The weighted-average fair value of restricted stock awards granted for the years ended January 28, 2012, January 29, 2011, and January 30, 2010, was $13.78, $13.97 and $3.40, respectively. The total grant date fair value of restricted stock awards vested during the years ended January 28, 2012, January 29, 2011 and January 30, 2010, was $3.4 million, $4.4 million and $0.7 million, respectively. As of January 28, 2012, the total remaining unrecognized compensation cost related to nonvested restricted stock grants amounted to $10.4 million, which will be amortized over the weighted-average remaining requisite service period of 1.7 years.

The Company recognized $1.0 million in 2011 of excess tax benefits related to restricted stock vesting and dividends, which was reflected as an increase to additional paid-in capital. During 2010 and 2009, the Company recognized $0.3 million and $0.1 million, respectively, of excess tax deficiencies related to restricted stock vesting and dividends, which was reflected as a decrease to additional paid-in capital.

Restricted Stock Units for Non-Employee Directors

Equity-based grants may be made to non-employee directors in the form of cash-equivalent restricted stock units ("RSUs") at no cost to the non-employee director. The RSUs are subject to a vesting requirement (usually one-year), earn dividend equivalent units and are payable in cash on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then-current fair value of the Company's common stock. Dividend equivalents are paid on outstanding RSUs at the same rate as dividends on the Company's common stock, are automatically re-invested in additional RSUs and vest immediately as of the payment date for the dividend. Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs, as remeasured at the end of each period. Expense for the dividend equivalents is recognized at fair value immediately. Gains and losses resulting from changes in the fair value of the RSUs subsequent to the vesting period and through the settlement date are reported in the Company's consolidated statements of earnings.

The following table summarizes restricted stock unit activity for the year ended January 28, 2012:


		Outstanding						Accrued(1)		Nonvested RSUs
		Number of Vested RSUs		Number of Nonvested RSUs		Total Number of RSUs		Total Number of RSUs		Weighted-Average Grant Date Fair Value
January 29, 2011		145,457		61,000		206,457		186,124		$	16.63
Granted (2)		4,734		67,918		72,652		50,660			10.38
Vested		62,943		(62,943	)	–		20,333			16.40
Settled		(47,796	)	–		(47,796	)	(47,796	)		–
January 28, 2012		165,338		65,975		231,313		209,321		$	10.41
(1)	Accrued RSUs include all fully vested awards and a pro-rata portion of nonvested awards based on the elapsed portion of the vesting period.
(2)	Granted RSUs include 6,677 RSUs resulting from dividend equivalents paid on outstanding RSUs, of which 4,734 related to outstanding vested RSUs and 1,943 related to outstanding nonvested RSUs.

Information about RSUs granted, vested and settled during 2011, 2010 and 2009 is as follows:


($ thousands, except per unit amounts)		2011		2010		2009
Weighted-average grant date fair value of RSUs granted(1)		$	10.31	$	16.46	$	7.70
Fair value of RSUs vested			601		534		278
RSUs settled			47,796		–		–
(1)	Includes dividend equivalents granted on outstanding RSUs, which vest immediately.

The following table details the RSU compensation expense and the total related income tax benefit for 2011, 2010 and 2009:


($ thousands)	2011			2010			2009
Compensation expense	$	159		$	798		$	1,145
Income tax benefit		(62	)		(310	)		(445	)
Compensation expense, net of income tax benefit	$	97		$	488		$	700

The aggregate intrinsic value of RSUs outstanding and currently vested at January 28, 2012, is $2.2 million and $1.6 million, respectively. Aggregate intrinsic value for RSUs is calculated based on the average of the high and low prices of the Company's common stock as of the reporting date. As of January 28, 2012 and January 29, 2011, the liabilities associated with the accrued RSUs totaled $2.0 million and $2.4 million, respectively.

Stock Performance Awards

Under the Company's incentive compensation plans, common stock may be awarded at the end of the performance period at no cost to certain officers and key employees if certain financial goals are met. Under the plan, employees are granted stock performance awards at a target number of shares, which cliff-vest generally over a three-year service period. At the end of the three-year period, the employee will be given an amount of shares between 0% and 150% of the targeted award, depending on the achievement of specified financial goals for the three-year period. A portion of the award may be paid in cash and, accordingly, would be reflected as a liability.

Expense for stock performance awards is recognized based upon the fair value of the awards on the date of grant and the anticipated number of shares to be awarded on a straight-line basis over the three-year service period. The fair value of the stock performance awards is the quoted market price for the Company's common stock on the date of grant. The Company had nonvested outstanding stock performance awards for 285,750 shares at a target level as of January 28, 2012, which may result in the issuance of up to 428,625 shares at the end of the service periods.

The following table summarizes stock performance activity for the year ended January 28, 2012:


	Number of Nonvested Stock Performance Awards at Target Level			Number of Nonvested Stock Performance Awards at Maximum Level			Weighted-Average Grant Date Fair Value
Nonvested at January 29, 2011		520,375			780,563		$	6.60
Granted		152,750			229,125			15.20
Vested		(323,500	)		(485,250	)		3.07
Expired		–			–			–
Forfeited		(63,875	)		(95,813	)		9.47
Nonvested at January 28, 2012		285,750			428,625		$	14.56

The weighted-average grant-date fair value of stock performance awards granted for 2011, 2010 and 2009 was $15.20, $13.99 and $3.07, respectively. Stock performance awards of 323,500 vested in 2011 and no awards vested in 2010 or 2009. As of January 28, 2012, the total remaining unrecognized compensation cost related to nonvested stock performance awards was $0.4 million based on the anticipated number of shares to be awarded.