3.	Stock-Based Compensation

As approved by the Company's shareholders, the Company established the Amended and Restated 2001 Equity Incentive Plan (the "2001 Equity Incentive Plan") and the Second Amended and Restated 2008 Equity Incentive Plan (the "2008 Equity Incentive Plan" and collectively with the 2001 Equity Incentive Plan, the "Equity Incentive Plans") to reward, retain and attract key personnel. The Equity Incentive Plans provide for grants of nonqualified or incentive stock options, stock appreciation rights ("SARs"), performance shares or units, stock units and stock grants. To fund the 2001 and 2008 Equity Incentive Plans, 12,375,000 and 4,550,000 shares of the Company's common stock were reserved for issuance upon exercise of awards, respectively.

The following table summarizes stock-based compensation expense by type of grant for the thirteen weeks ended May 4, 2013 and April 28, 2012 (in thousands):

	Thirteen Weeks Ended
	May 4, 2013			April 28, 2012
Stock options and SARs	$	330		$	867
Non-vested stock		1,051			628
Performance shares		598			(170	)
Total compensation expense		1,979			1,325
Related tax benefit		(744	)		(498	)
	$	1,235		$	827

As of May 4, 2013, the Company had unrecognized compensation cost of $23.4 million related to stock-based compensation awards granted. That cost is expected to be recognized over a weighted average period of 2.8 years.

Stock Options and SARs

The Company historically granted shares of stock options and SARs to its employees and members of management. The right to exercise stock options and SARs generally vests over four years from the date of grant, with 25% vesting at the end of each of the first four years following the date of grant. Stock options and SARs are settled by issuance of common stock. Stock options issued prior to January 29, 2005 will generally expire, if not exercised, within ten years from the date of the grant, while stock options and SARs granted after that date generally expire, if not exercised, within seven years from the date of grant. No SARs were granted during the thirteen weeks ended May 4, 2013 or April 28, 2012.

The following table summarizes information about stock options and SARs outstanding under the Equity Incentive Plans as of May 4, 2013 and changes during the thirteen weeks ended May 4, 2013:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at February 2, 2013		1,877,415			16.69
Exercised		(544,473	)		17.13
Forfeited		(37,835	)		17.16
Outstanding at May 4, 2013		1,295,107			16.49		3.2	$	14,348

Vested or expected to vest at May 4, 2013		1,221,212			16.45		3.1		13,585

Exercisable at May 4, 2013		925,632		$	16.19		2.6	$	10,533

The following table summarizes information about non-vested stock option awards and SARs outstanding as of May 4, 2013 and changes during the thirteen weeks ended May 4, 2013:

Stock Options/SARs	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested at February 2, 2013		790,164		$	7.31
Vested		(383,139	)		6.63
Forfeited		(37,550	)		7.94
Non-vested at May 4, 2013		369,475			7.94

The aggregate intrinsic value of stock options and SARs, defined as the amount by which the market price of the underlying stock on the date of exercise exceeds the exercise price of the award, exercised during the thirteen weeks ended May 4, 2013 and April 28, 2012 was $5.2 million and $1.0 million, respectively.

Non-vested Stock

The Company grants shares of non-vested stock to its employees, members of management and independent directors. The non-vested stock converts one for one to common stock at the end of the vesting period at no cost to the recipient to whom it is awarded. The vesting period of the non-vested stock ranges from one to four years from the date of grant.

The following table summarizes information about non-vested stock granted by the Company as of May 4, 2013 and changes during the thirteen weeks ended May 4, 2013:

Non-vested Stock	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at February 2, 2013		642,409		$	16.21
Granted		255,120			25.79
Vested		(117,787	)		15.98
Forfeited		(25,400	)		16.18
Outstanding at May 4, 2013		754,342		$	19.49

The aggregate intrinsic value of non-vested stock that vested during the current year was $3.2 million. The payment of the employees' tax liability for a portion of the vested shares was satisfied by withholding shares with a fair value equal to the tax liability. As a result, the actual number of shares issued was 78,871.

Performance Shares

The Company grants performance shares to members of senior management, at no cost to the recipient, as a means of rewarding them for the Company's long-term performance based on shareholder return performance measures. The actual number of shares that could be issued ranges from zero to a maximum of two times the number of granted shares outstanding as reflected in the table below. The actual number of shares issued is determined by the Company's shareholder return performance relative to a specific group of companies over a three-year performance cycle. Compensation expense, which is recorded ratably over the vesting period, is based on the fair value at grant date and the anticipated number of shares of the Company's common stock, which is determined on a Monte Carlo probability model. Grant recipients do not have any shareholder rights until the granted shares have been issued.

The following table summarizes information about the performance shares that remain outstanding as of May 4, 2013:

	Target Shares	Target Shares	Target Shares	Target Shares	Target Shares	Weighted Average
	Outstanding	Granted	Vested	Forfeited	Outstanding	Grant Date
Period	at	During	During	During	at	Fair Value
Granted	February 2, 2013	Current Year	Current Year	Current Year	May 4, 2013	Per Share

2011	39,800	-	(1,150)	(3,850)	34,800	25.00
2012	238,100	-	(3,300)	(10,000)	224,800	18.04
2013	-	158,400	-	-	158,400	33.81
Total	277,900	158,400	(4,450)	(13,850)	418,000

During the current year, 104,490 shares, with an aggregate intrinsic value of $2.7 million, vested related to the 2010 performance share grant. The payment of the recipients' tax liability of approximately $0.9 million for vested shares was satisfied by withholding shares with a fair value equal to the tax liability. As a result, the actual number of shares issued was 75,176.