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 each period (in thousands):



	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	November 2, 2013			October 27, 2012			November 2, 2013			October 27, 2012
Stock options and SARs	$	470		$	765		$	1,266		$	2,305
Non-vested stock	1,207			774			3,179			2,229
Performance shares	878			484			2,135			925
Total compensation expense	2,555			2,023			6,580			5,459
Related tax benefit	(985		)	(761		)	(2,474		)	(2,053		)
	$	1,570		$	1,262		$	4,106		$	3,406

As of November 2, 2013, the Company had unrecognized compensation cost of $18.7 million related to stock-based compensation awards granted. That cost is expected to be recognized over a weighted average period of 2.4 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 will generally expire, if not exercised, within seven years from the date of grant. No stock options or SARs were granted during the thirty-nine weeks ended November 2, 2013 or October 27, 2012.

The following table summarizes information about stock options and SARs outstanding under the Equity Incentive Plans as of November 2, 2013 and changes during the thirty-nine weeks ended November 2, 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	(653,523	)	16.89
Forfeited	(76,860	)	17.23
Outstanding at November 2, 2013	1,147,032		$	16.54	2.7	$	4,706

Vested or expected to vest at November 2, 2013	1,080,857		$	16.49	2.7	$	4,497

Exercisable at November 2, 2013	816,157		$	16.23	2.2	$	3,661

The following table summarizes information about non-vested stock option awards and SARs outstanding as of November 2, 2013 and changes during the thirty-nine weeks ended November 2, 2013:



Stock Options/SARs	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at February 2, 2013	790,164		$	7.31
Vested	(391,089	)	6.63
Forfeited	(68,200	)	7.98
Non-vested at November 2, 2013	330,875		$	7.98

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 thirty-nine weeks ended November 2, 2013 and October 27, 2012 was $5.8 million and $5.7 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 November 2, 2013 and changes during the thirty-nine weeks ended November 2, 2013:



Non-vested Stock	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at February 2, 2013	642,409		$	16.21
Granted	330,373		24.97
Vested	(181,113	)	16.47
Forfeited	(94,830	)	16.08
Outstanding at November 2, 2013	696,839		$	20.31

The aggregate intrinsic value of non-vested stock that vested during the current year was $4.6 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 139,083.

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 November 2, 2013:



Period Granted	Target Shares Outstanding at February 2, 2013	Target Shares Granted During Current Year	Target Shares Vested During Current Year		Target Shares Forfeited During Current Year		Target Shares Outstanding at November 2, 2013	Weighted Average Grant Date Fair Value Per Share
2011	39,800	—	(1,150	)	(5,775	)	32,875	$	25.00
2012	238,100	—	(3,300	)	(25,000	)	209,800	18.04
2013	—	158,400	—		—		158,400	33.81
Total	277,900	158,400	(4,450	)	(30,775	)	401,075

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.