Shareholders Equity

12 Months Ended

Jan. 28, 2012

Shareholders Equity

Shareholders Equity

Note 7. Shareholders Equity

• Common Stock

        We had 60 million shares of $1.00 par value per share common stock authorized for issuance as of January 28, 2012 and January 29, 2011. We had 16.5 million shares of common stock issued and outstanding as of each of January 28, 2012 and January 29, 2011.

• Long-Term Stock Incentive Plan

        As of January 28, 2012 approximately 1.1 million share awards were available for issuance under our Long-Term Stock Incentive Plan (the "Long-Term Stock Incentive Plan"). The plan allows us to grant stock-based awards to employees and non-employee directors in the form of stock options, stock appreciation rights, restricted shares and/or restricted share units. Shares granted or that may be granted pursuant to outstanding options under our previous stock incentive plans, our 1992 Stock Option Plan and our 1997 Stock Option Plan, continue to be governed under those plans and the individual agreements with respect to provisions relating to exercise, termination and forfeiture. No additional grants are available under the previous plans. Since December 2003 and through fiscal 2011, performance- and service-based restricted stock awards have been the primary vehicle in our stock-based compensation strategy, although we are not prohibited from granting other types of share-based compensation awards.

        Restricted shares granted in recent years generally vest three or four years from the date of grant if the employee is still employed by us on that date. At the time that the shares are issued, the shareholder is entitled to the same dividend and voting rights as other holders of our common stock unless the shares are subsequently forfeited. The employee is restricted from transferring or selling the restricted shares and generally forfeits the shares upon the termination of employment prior to the end of the vesting period. The specific provisions of the awards, including exercisability and term of the award, are evidenced by agreements with the employee as determined by our compensation committee or Board of Directors, as applicable.

        The table below summarizes the restricted stock award activity (in shares) during fiscal 2011, fiscal 2010 and fiscal 2009:

	Fiscal 2011				Fiscal 2010				Fiscal 2009
	Number of Shares			Weighted-average grant date fair value	Number of Shares			Weighted-average grant date fair value	Number of Shares			Weighted-average grant date fair value
Restricted stock outstanding at beginning of fiscal year		780,500		$16		810,500		$15		353,657		$24
Restricted stock granted		40,000		$23		90,000		$22		597,870		$11
Restricted stock vested, including restricted stock repurchased from employees for employees' tax liability		(273,000	)	$22		(50,000	)	$22		(88,692	)	$25
Restricted stock forfeited		(50,000	)	$17		(70,000	)	$18		(52,335	)	$19
Restricted stock outstanding at end of fiscal year		497,500		$12		780,500		$16		810,500		$15

        In addition, we grant restricted stock awards to our non-employee directors for a portion of each non-employee director's compensation. The non-employee directors must complete certain service requirements; otherwise, the restricted shares are subject to forfeiture. On the date of issuance, the non-employee directors are entitled to the same dividend and voting rights as other holders of our common stock. The non-employee directors are restricted from transferring or selling the restricted shares prior to the end of the vesting period. As of January 28, 2012, less than 0.1 million of such awards were outstanding and unvested.

        As of January 28, 2012, there was approximately $2.3 million of unrecognized compensation expense related to the 0.5 million unvested share-based restricted stock awards which have been granted, but have not vested. That expense is expected to be recognized through April 2013. The following table summarizes information about the unvested shares as of January 28, 2012.

Restricted Stock Grant	Number of Shares		Average Market Price on Date of Grant	Vesting Date
Fiscal 2009 Restricted Stock Awards		437,500	$11	April 2013
Fiscal 2010 Restricted Stock Awards		20,000	$22	April 2013
Fiscal 2011 Restricted Stock Awards		40,000	$23	April 2013
		497,500

        Prior to and including the December 2003 grants under our previous stock incentive plans, we typically granted stock options to employees at certain times as determined by our Board of Directors or our compensation committee. Stock options were typically granted with an exercise price equal to the stock's fair market value on the date of grant. The previously granted stock options, including those still outstanding, had ten-year terms and vested and became exercisable in increments of 20% on each anniversary from the date of grant. The last stock options granted by us vested in fiscal 2008 resulting in all options outstanding also being exercisable subsequent to that date. The total intrinsic value for stock options exercised during fiscal 2011, fiscal 2010 and fiscal 2009 was $0.7 million and $0.2 million and $0.1 million, respectively, while the aggregate intrinsic value for options outstanding and exercisable as of January 28, 2012 was approximately $1.8 million.

        A summary of the stock option activity during fiscal 2011, fiscal 2010 and fiscal 2009 is presented below:

	Fiscal 2011				Fiscal 2010				Fiscal 2009
	Shares			Weighted Average Exercise Price	Shares			Weighted Average Exercise Price	Shares			Weighted Average Exercise Price
Stock options outstanding and exercisable, beginning of fiscal year		151,120		$26		191,105		$25		203,245		$25
Stock options exercised		(68,620	)	$25		(16,005	)	$12		(1,800	)	$11
Stock options forfeited		(4,000	)	$26		(23,980	)	$27		(10,340	)	$21
Stock options outstanding and exercisable, end of fiscal year		78,500		$27		151,120		$26		191,105		$25

        The following table summarizes information about our stock options outstanding, all of which are exercisable, as of January 28, 2012.

Date of Option Grant	Number of Options Outstanding and Exercisable	Exercise Price	Grant-Date Fair Value	Expiration Date
July 15, 2002	12,200	$11.73	$  3.25		July 15, 2012
August 18, 2003	36,750	$26.44	$11.57		Aug. 18, 2013
December 16, 2003	29,550	$32.75	$14.17		Dec. 16, 2013
	78,500

• Employee Stock Purchase Plan

        There were approximately 0.5 million shares of common stock authorized for issuance under our Employee Stock Purchase Plan ("ESPP") as of January 28, 2012. The ESPP allows qualified employees to purchase shares of our common stock on a quarterly basis, based on certain limitations, through payroll deductions. The shares purchased pursuant to the ESPP are not subject to any vesting or other restrictions. On the last day of each calendar quarter, the accumulated payroll deductions are applied toward the purchase of our common stock at a price equal to 85% of the closing market price on that date. Stock compensation expense related to the employee stock purchase plan recognized was approximately $0.1 million in each of fiscal 2011, fiscal 2010 and fiscal 2009.

• Preferred Stock

        We had 30 million shares of $1.00 par value preferred stock authorized for issuance as of January 28, 2012. No shares were issued or outstanding as of January 28, 2012 or January 29, 2011.