Shareholders' Equity

12 Months Ended

Feb. 02, 2013

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 February 2, 2013 and January 28, 2012. We had 16.6 million and 16.5 million shares of common stock issued and outstanding as of February 2, 2013 and January 28, 2012, respectively.

• Long-Term Stock Incentive Plan

        As of February 2, 2013, 1.1 million share awards were available for issuance under our Long-Term Stock Incentive Plan (the "Long-Term Stock Incentive Plan"). The Long-Term Stock Incentive 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 pursuant to outstanding options under our predecessor 1997 Stock Option Plan continue to be governed under that plan and the individual agreements with respect to provisions relating to exercise, termination and forfeiture. No additional grants are available under any predecessor plans. Subsequent to December 2003, performance- and service-based restricted shares and restricted share units 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 share awards recently granted generally vest three or four years from the date of grant if (1) the performance threshold, if any, was met and (2) the employee is still employed by us on the vesting date. At the time that the restricted 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 awards 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 share activity (in shares) during fiscal 2012, fiscal 2011 and fiscal 2010:

	Fiscal 2012					Fiscal 2011					Fiscal 2010
	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 shares outstanding at beginning of fiscal year		497,500		$	12		780,500		$	16		810,500		$	15
Restricted shares granted		—			—		40,000		$	23		90,000		$	22
Restricted shares vested, including restricted shares repurchased from employees for employees' tax liability		—			—		(273,000	)	$	22		(50,000	)	$	22
Restricted shares forfeited		(10,000	)	$	23		(50,000	)	$	17		(70,000	)	$	18
Restricted shares outstanding at end of fiscal year		487,500		$	12		497,500		$	12		780,500		$	16

        In addition to the restricted shares included in the table above, on March 19, 2012, we granted certain officers and other key employees the opportunity to earn 0.1 million performance share unit awards, in the aggregate. Each performance share unit award provided the recipient with the opportunity to earn restricted share units contingent upon our achievement of certain performance objectives during the fiscal 2012 performance period. The 0.1 million restricted share units earned by recipients will vest in March 2016, subject to the employee still being an employee on that date, and will be settled in shares of our common stock at that time. The awards generally will be forfeited if the recipient is not continuously employed by us through the vesting date. Additionally, the employee is not allowed to transfer or sell the restricted share units prior to the vesting date. Beginning with the dividend payment in the second quarter of fiscal 2013, through the earlier of the settlement in March 2016 or forfeiture of the restricted share units, recipients who are employed by us will be paid non-forfeitable dividend equivalents in cash in respect of the shares of our common stock represented by the individual's earned restricted share units.

        The following table summarizes information about the unvested restricted shares and restricted share units as of February 2, 2013.

Grant	Number of Shares		Average Market Price on Date of Grant		Vesting Date
Fiscal 2009 Restricted Share Awards		437,500	$	11	April 2013
Fiscal 2010 Restricted Share Awards		20,000	$	22	April 2013
Fiscal 2011 Restricted Share Awards		30,000	$	23	April 2013
		487,500
Fiscal 2012 Restricted Share Unit Awards		59,129	$	47	March 2016
Total Unvested Restricted Share and Share Unit Awards		546,629

        As of February 2, 2013, there was $2.6 million, in the aggregate, of unrecognized compensation expense related to the unvested share-based restricted share awards and the unvested restricted share units, which have been granted, but have not yet vested. This expense is expected to be recognized from February 3, 2013 through April 2016.

        In addition, we grant restricted share or restricted share unit 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 February 2, 2013, less than 0.1 million of such awards were outstanding and unvested.

        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 2012, fiscal 2011 and fiscal 2010 was $1.3 million, $0.7 million and $0.2 million, respectively.

        A summary of the stock option activity during fiscal 2012, 2011 and fiscal 2010 is presented below:

	Fiscal 2012					Fiscal 2011					Fiscal 2010
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Stock options outstanding and exercisable, beginning of fiscal year		78,500		$	27		151,120		$	26		191,105		$	25
Stock options exercised		(54,900	)	$	26		(68,620	)	$	25		(16,005	)	$	12
Stock options forfeited		(2,500	)	$	33		(4,000	)	$	26		(23,980	)	$	27
Stock options outstanding and exercisable, end of fiscal year		21,100		$	28		78,500		$	27		151,120		$	26

        The stock options outstanding and exercisable as of February 2, 2013 have exercise prices ranging from $26.44 to $32.75 and expire during fiscal 2013. The aggregate intrinsic value of the stock options outstanding and exercisable as of February 2, 2013 was $0.4 million.

• Employee Stock Purchase Plan

        There were 0.5 million shares of common stock authorized for issuance under our Employee Stock Purchase Plan ("ESPP") as of February 2, 2013. 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 $0.1 million in each of fiscal 2012, fiscal 2011 and fiscal 2010.

• Preferred Stock

        We had 30 million shares of $1.00 par value preferred stock authorized for issuance as of February 2, 2013 and January 28, 2012. No preferred shares were issued or outstanding as of February 2, 2013 or January 28, 2012.