Share-Based Compensation Plans

The Company’s stock-based compensation plans, as of January 28, 2017, 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 2.6 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 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 2017, 2016 and 2015, 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 $0.3 million, $0.2 million and $3.1 million as financing cash inflows rather than as operating cash inflows on its Consolidated Statement of Cash Flows for Fiscal 2017, 2016 and 2015, respectively.

The Company did not grant any stock options in Fiscal 2017, 2016 or 2015.

Note 12

Share-Based Compensation Plans, Continued

A summary of stock option activity and changes for Fiscal 2017, 2016 and 2015 is presented below:



	Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)⁽¹⁾
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	—		—
Outstanding, January 30, 2016	26,696		$	38.13
Granted	—		—
Exercised	(26,696	)	38.13
Forfeited	—		—
Outstanding, January 28, 2017	—		$	—	—	$	—
Exercisable, January 28, 2017	—		$	—	—	$	—

(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 2017, 2016 and 2015 was $0.7 million, $0.9 million and $3.4 million, respectively.

As of January 28, 2017, the Company does not have any nonvested options under its stock incentive plans.

As of January 28, 2017, 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 2017, 2016 and 2015 was $1.0 million, $1.3 million and $1.8 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 2017, 2016 and 2015. 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 760 additional shares in Fiscal 2017 to two newly elected directors on the annual meeting date in Fiscal 2017 on the same terms as the Fiscal 2017 grant to all

Note 12

Share-Based Compensation Plans, Continued

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 2017, 2016 and 2015 grants were valued at $97,500 for each year, 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 2017, 2016 and 2015, the Company issued 13,734 shares, 12,978 shares and 11,592 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 2017, 2016 and 2015, the Company issued 8,758 shares, 6,791 shares and 4,804 shares, respectively, of Retainer Stock.

For Fiscal 2017, 2016 and 2015, the Company recognized $1.4 million, $1.4 million and $1.1 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 236,364 shares, 219,404 shares and 185,416 shares of employee restricted stock in Fiscal 2017, 2016 and 2015, respectively. Shares of employee restricted stock issued in Fiscal 2017, 2016 and 2015 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. In addition, the Company issued 2,523 restricted stock units to certain employees at no cost that vest over three years. 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 $12.1 million, $12.4 million and $12.3 million for Fiscal 2017, 2016 and 2015, 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 28, 2017 is presented below:



Nonvested Restricted Shares	Shares		Weighted-Average Grant-Date Fair Value
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
Granted	236,364		65.99
Vested	(125,347	)	67.23
Withheld for federal taxes	(55,563	)	67.52
Forfeited	(43,051	)	70.60
Nonvested at January 28, 2017	484,002		$	68.27

As of January 28, 2017, there was $25.7 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 1.79 years.

Employee Stock Purchase Plan

The Company ended the ESPP in Fiscal 2016. The shares issued under the ESPP for Fiscal 2016 were the last shares issued under the ESPP. 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. Under the ESPP, the Company sold 2,470 shares and 2,688 shares to employees in Fiscal 2016 and 2015, respectively.