Share-Based Compensation Plans

The Company’s stock-based compensation plans, as of January 30, 2016, are described below. The Company recognizes compensation expense for share-based payments based on the fair value of the awards as required by the Compensation – Stock Compensation Topic of the Codification.

Stock Incentive Plans

The Company has two stock incentive plans. Under the 2009 Plan, effective as of June 22, 2011, the Company may grant options, restricted shares, performance awards and other stock-based awards to its employees, consultants and directors for up to 2.5 million shares of common stock. Under the 2005 Equity Incentive Plan (the “2005 Plan”), effective as of June 23, 2005, the Company was permitted to grant options, restricted shares and other stock-based awards to its employees and consultants as well as directors for up to 2.5 million shares of common stock. There will be no future awards under the 2005 Equity Incentive Plan. Under both plans, the exercise price of each option equals the market price of the Company’s stock on the date of grant, and an option’s maximum term is 10 years. Options granted under both plans primarily vest 25% per year over four years.

For Fiscal 2016, 2015 and 2014, the Company did not recognize any stock option related share-based compensation for its stock incentive plans as all such amounts were fully recognized in earlier periods. The Company did not capitalize any share-based compensation cost.

The Compensation—Stock Compensation Topic of the Codification requires that the cash flows resulting from tax benefits for tax deductions in excess of the compensation cost recognized for those options (excess tax benefit) be classified as financing cash flows. Accordingly, the Company classified excess tax benefits of $0.2 million, $3.1 million and $3.8 million as financing cash inflows rather than as operating cash inflows on its Consolidated Statement of Cash Flows for Fiscal 2016, 2015 and 2014, respectively.

The Company did not grant any stock options in Fiscal 2016, 2015 or 2014.

Note 12

Share-Based Compensation Plans, Continued

A summary of stock option activity and changes for Fiscal 2016, 2015 and 2014 is presented below:



	Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)⁽¹⁾
Outstanding, February 3, 2013	263,155		$	27.43
Granted	—		—
Exercised	(130,051	)	23.33
Forfeited	(2,250	)	17.50
Outstanding, February 1, 2014	130,854		$	31.67
Granted	—		—
Exercised	(68,616	)	26.49
Forfeited	—		—
Outstanding, January 31, 2015	62,238		$	37.38
Granted	—		—
Exercised	(35,542	)	36.81
Forfeited	0		—
Outstanding, January 30, 2016	26,696		$	38.13	0.7343	$	748
Exercisable, January 30, 2016	26,696		$	38.13	0.7343	$	748

(1) Based upon the difference between the closing market price of the Company’s common stock on the last trading day of the year and the grant price of in-the-money options.

The total intrinsic value, which represents the difference between the underlying stock’s market price and the option’s exercise price, of options exercised during Fiscal 2016, 2015 and 2014 was $0.9 million, $3.4 million and $6.1 million, respectively.

As of January 30, 2016, the Company does not have any nonvested options under its stock incentive plans.

As of January 30, 2016, there was no unrecognized compensation costs related to stock options under the 2009 Plan. Cash received from option exercises under all share-based payment arrangements for Fiscal 2016, 2015 and 2014 was $1.3 million, $1.8 million and $3.0 million, respectively.

Restricted Stock Incentive Plans

Director Restricted Stock

The 2009 Plan permits grants to non-employee directors on such terms as the Board of Directors may approve. Restricted stock awards were made to independent directors on the date of the annual meeting of shareholders in each of Fiscal 2016, 2015 and 2014. The shares granted in each award vested on the first anniversary of the grant date, subject to the director's continued service through that date. The Board of Directors also approved a grant of 365 additional shares in Fiscal 2014 to a newly elected director on the annual meeting date in Fiscal 2014 on the same terms as the Fiscal 2014

Note 12

Share-Based Compensation Plans, Continued

grant to all independent directors. In all cases, the director is restricted from selling, transferring,

pledging or assigning the shares for three years from the grant date unless he or she earlier leaves the board. The Fiscal 2016, 2015 and 2014 grants were valued at $97,500, $97,500 and $80,000, respectively, per director based on the average closing price of the stock for the first five trading days of the month in which they were granted and vested on the first anniversary of the grant date. For Fiscal 2016, 2015 and 2014, the Company issued 12,978 shares, 11,592 shares and 9,280 shares, respectively, of director restricted stock.

In addition, the 2009 Plan permits an outside director to elect irrevocably to receive all or a specified portion of his annual retainers for board membership and any committee chairmanship for the following fiscal year in a number of shares of restricted stock (the "Retainer Stock"). Shares of the Retainer Stock are granted as of the first business day of the fiscal year as to which the election is effective, subject to forfeiture to the extent not earned upon the outside director's ceasing to serve as a director or committee chairman during such fiscal year. Once the shares are earned, the director is restricted from selling, transferring, pledging or assigning the shares for an additional three years. For Fiscal 2016, 2015 and 2014, the Company issued 6,791 shares, 4,804 shares and 4,790 shares, respectively, of Retainer Stock.

For Fiscal 2016, 2015 and 2014, the Company recognized $1.4 million, $1.1 million and $1.0 million, respectively, of director restricted stock related share-based compensation in selling and administrative expenses in the accompanying Consolidated Statements of Operations.

Employee Restricted Stock

Under the 2009 Plan, the Company issued 219,404 shares, 185,416 shares and 199,392 shares of employee restricted stock in Fiscal 2016, 2015 and 2014, respectively. Shares of employee restricted stock issued in Fiscal 2016, 2015 and 2014 primarily vest 25% per year over four years, provided that on such date the grantee has remained continuously employed by the Company since the date of grant. The fair value of employee restricted stock is charged against income as compensation cost over the vesting period. Compensation cost recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for these shares was $12.4 million, $12.3 million and $11.3 million for Fiscal 2016, 2015 and 2014, respectively.

Note 12

Share-Based Compensation Plans, Continued

A summary of the status of the Company’s nonvested shares of its employee restricted stock as of January 30, 2016 is presented below:



Nonvested Restricted Shares	Shares		Weighted-Average Grant-Date Fair Value
Nonvested at February 2, 2013	692,782		$	40.59
Granted	199,392		65.11
Vested	(199,428	)	34.31
Withheld for federal taxes	(105,193	)	34.42
Forfeited	(6,279	)	46.48
Nonvested at February 1, 2014	581,274		52.21
Granted	185,416		80.85
Vested	(177,694	)	44.77
Withheld for federal taxes	(88,003	)	45.27
Forfeited	(13,999	)	65.71
Nonvested at January 31, 2015	486,994		66.70
Granted	219,404		66.43
Vested	(141,795	)	60.08
Withheld for federal taxes	(65,783	)	60.62
Forfeited	(27,221	)	69.31
Nonvested at January 30, 2016	471,599		$	69.26

As of January 30, 2016, there was $25.2 million of total unrecognized compensation costs related to nonvested share-based compensation arrangements for restricted stock discussed above. That cost is expected to be recognized over a weighted average period of 1.76 years.

Employee Stock Purchase Plan

The Company ended the ESPP in Fiscal 2016. The shares issued under the ESPP for Fiscal 2016 will be the last shares issued. Under the ESPP, the Company was authorized to issue up to 1.0 million shares of common stock to qualifying full-time employees whose total annual base salary was less than $90,000. The Company’s board of directors amended the Company’s ESPP effective October 1, 2005 to provide that participants may acquire shares under the ESPP at a 5% discount from fair market value on the last day of the ESPP year rather than a 15% discount prior to the amendment. Employees can choose each year to have up to 15% of their annual base earnings or $9,500, whichever is lower, withheld to purchase the Company’s common stock. Under the Compensation – Stock Compensation Topic of the Codification, shares issued under the ESPP as amended are non-compensatory. Under the ESPP, the Company sold 2,470 shares, 2,688 shares and 3,146 shares to employees in Fiscal 2016, 2015 and 2014, respectively.