STOCK-BASED COMPENSATION

The Company grants stock-based awards under its 2006 Stock Incentive Plan (the “2006 Plan”). The 2006 Plan replaced certain other prior stock option plans. These other plans terminated upon the 2006 Plan’s initial stockholder approval in June 2006. Shares issued as a result of stock-based compensation transactions generally have been funded with the issuance of new shares of the Company’s common stock.

The Company may grant the following types of incentive awards under the 2006 Plan: (i) non-qualified stock options (“NQs”); (ii) incentive stock options (“ISOs”); (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units (“RSUs”); (vi) performance shares; (vii) performance share units (“PSUs”); and (viii) other stock-based awards. Each award granted under the 2006 Plan is subject to an award agreement that incorporates, as applicable, the exercise price, the term of the award, the periods of restriction, the number of shares to which the award pertains, performance periods and performance measures, and such other terms and conditions as the plan committee determines.

Through January 29, 2017, the Company has granted under the 2006 Plan (i) service-based NQs, RSUs and restricted stock; (ii) contingently issuable PSUs; and (iii) RSUs that are intended to satisfy the performance-based condition for deductibility under Section 162(m) of the Internal Revenue Code. According to the terms of the 2006 Plan, for purposes of determining the number of shares available for grant, each share underlying a stock option award reduces the number available by one share and each share underlying a restricted stock award, RSU or PSU reduces the number available by two shares. The per share exercise price of options granted under the 2006 Plan cannot be less than the closing price of the common stock on the date of grant.

Total shares available for grant at January 29, 2017 amounted to 7.0 million shares.

Net income for 2016, 2015 and 2014 included $38.2 million, $42.0 million and $48.7 million, respectively, of pre-tax expense related to stock-based compensation, with recognized income tax benefits of $11.5 million, $10.7 million and $12.7 million, respectively.

The Company receives a tax deduction for certain transactions associated with its stock plan awards. The actual income tax benefits realized from these transactions were $6.6 million, $10.2 million and $20.1 million in 2016, 2015 and 2014, respectively. Of those amounts, $0.9 million, $5.5 million and $11.0 million, respectively, were reported as excess tax benefits. Excess tax benefits arise when the actual tax benefit resulting from a stock plan award transaction exceeds the tax benefit associated with the grant date fair value of the related stock award.

Stock Options

Stock options currently outstanding are generally exercisable in four equal annual installments commencing one year after the date of grant. The vesting of such options outstanding is also generally accelerated upon retirement (as defined in the 2006 Plan). Such options are granted with a 10-year term.

The Company estimates the fair value of stock options granted at the date of grant using the Black-Scholes-Merton model. The estimated fair value of the options, net of estimated forfeitures, is expensed over the options’ vesting periods.

The following summarizes the assumptions used to estimate the fair value of service-based stock options granted during 2016, 2015 and 2014:



	2016			2015			2014
Weighted average risk-free interest rate	1.45		%	1.54		%	2.15		%
Weighted average expected option term (in years)	6.25			6.25			6.25
Weighted average Company volatility	34.54		%	36.26		%	44.12		%
Expected annual dividends per share	$	0.15		$	0.15		$	0.15
Weighted average grant date fair value per option	$	35.62		$	40.20		$	56.21

The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected option term. The expected option term represents the weighted average period of time that options granted are expected to be outstanding, based on vesting schedules and the contractual term of the options. Company volatility is based on the historical volatility of the Company’s common stock over a period of time corresponding to the expected option term. Expected dividends are based on the Company’s common stock cash dividend rate at the date of grant.

The Company has continued to utilize the simplified method to estimate the expected term for its “plain vanilla” stock options granted due to a lack of relevant historical data resulting, in part, from changes in the pool of employees receiving option grants, mainly due to acquisitions. The Company will continue to evaluate the appropriateness of utilizing such method.

Service-based stock option activity for the year was as follows:



(In thousands, except years and per option data)	Options	Weighted Average Exercise Price Per Option		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at January 31, 2016	1,443	$	70.79	5.3	$	26,643
Granted	237	99.59
Exercised	201	66.05
Cancelled	13	108.65
Outstanding at January 29, 2017	1,466	$	75.74	5.3	$	34,996
Exercisable at January 29, 2017	1,009	$	61.90	3.9	$	34,996

As of January 29, 2017, any service-based stock options that were outstanding but not yet exercisable had an intrinsic value of zero.

The aggregate grant date fair value of service-based options granted during 2016, 2015 and 2014 was $8.4 million, $7.0 million and $7.9 million, respectively.

The aggregate grant date fair value of service-based options that vested during 2016, 2015 and 2014 was $6.9 million, $7.2 million and $9.8 million, respectively.

The aggregate intrinsic value of service-based options exercised was $6.9 million, $8.4 million and $15.6 million in 2016, 2015 and 2014, respectively.

At January 29, 2017, there was $12.1 million of unrecognized pre-tax compensation expense, net of estimated forfeitures, related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.6 years.

Restricted Stock Units

RSUs granted to employees in 2016 generally vest in four equal annual installments commencing one year after the date of grant. Outstanding RSUs granted to employees prior to 2016 generally vest in three annual installments of 25%, 25% and 50% commencing two years after the date of grant. Service-based RSUs granted to non-employee directors vest in full one year after the date of grant. The underlying RSU award agreements (excluding agreements for non-employee director awards) generally provide for accelerated vesting upon the award recipient’s retirement (as defined in the 2006 Plan). The fair value of RSUs is equal to the closing price of the Company’s common stock on the date of grant and is expensed, net of estimated forfeitures, over the RSUs’ vesting periods.

RSU activity for the year was as follows:



(In thousands, except per RSU data)	RSUs	Weighted Average Grant Date Fair Value Per RSU
Non-vested at January 31, 2016	653	$	111.61
Granted	394	98.29
Vested	159	108.88
Cancelled	76	108.61
Non-vested at January 29, 2017	812	$	105.96

The aggregate grant date fair value of RSUs granted during 2016, 2015 and 2014 was $38.8 million, $31.7 million and $29.3 million, respectively. The aggregate grant date fair value of RSUs vested during 2016, 2015 and 2014 was $17.3 million, $18.1 million and $18.5 million, respectively.

At January 29, 2017, there was $45.1 million of unrecognized pre-tax compensation expense, net of estimated forfeitures, related to non-vested RSUs, which is expected to be recognized over a weighted average period of 1.7 years.

Performance Share Units

The Company granted contingently issuable PSUs to certain of the Company’s senior executives during 2013 and 2014 subject to the achievement of an earnings per share goal for the two-year performance period beginning with the year of grant and a service period of one year beyond the certification of performance. For the awards granted in 2014, the two-year performance period has ended and the holders did not earn any shares based on earnings per share growth over the performance period. For the awards granted in 2013, the holders earned an aggregate of 26,000 shares, which were paid out in 2016. For such awards, the Company recorded expense ratably over each applicable vesting period based on fair value and the Company’s expectations of the probable number of shares to be issued. The fair value of these contingently issuable PSUs was equal to the closing price of the Company’s common stock on the date of grant, reduced for the present value of any dividends expected to be paid on the Company’s common stock during the performance cycle, as these contingently issuable PSUs did not accrue dividends prior to the completion of the performance cycle.

In addition, the Company granted contingently issuable PSUs to certain of the Company’s executives during 2013 and to certain of the Company’s senior executives during 2015 and 2016 subject to a three-year performance period. For such awards, the final number of shares to be earned, if any, is contingent upon the Company’s achievement of goals for the applicable performance period, of which 50% is based upon the Company’s absolute stock price growth during the applicable performance period and 50% is based upon the Company’s total shareholder return during the applicable performance period relative to other companies included in the S&P 500 as of the date of grant. For the awards granted in 2013, the performance period ended on May 5, 2016 and the holders did not earn any shares, as the Company did not achieve either of the threshold performance levels required for payout. The Company records expense ratably over the applicable vesting period, net of estimated forfeitures, regardless of whether the market condition is satisfied because the awards are subject to market conditions. The fair value of the awards granted in 2016 and 2015 was established for each grant on the grant date using the Monte Carlo simulation model, which was based on the following assumptions:



	2016			2015
Risk-free interest rate	1.04		%	0.90		%
Expected Company volatility	28.33		%	29.10		%
Expected annual dividends per share	$	0.15		$	0.15
Weighted average grant date fair value per PSU	$	87.16		$	101.23

Certain of the awards granted in 2016 are subject to a holding period of one year after the vesting date. For such awards, the grant date fair value was discounted 12.99% for the restriction of liquidity.

PSU activity for the year was as follows:



(In thousands, except per PSU data)	PSUs	Weighted Average Grant Date Fair Value Per PSU
Non-vested at January 31, 2016	493	$	121.41
Granted	79	87.16
Vested	26	114.77
Cancelled	421	124.01
Non-vested at January 29, 2017	125	$	92.32

The aggregate grant date fair value of PSUs granted during 2016, 2015 and 2014 was $6.9 million, $4.6 million and $10.4 million, respectively. The aggregate grant date fair value of PSUs vested during 2016 and 2015 was $3.0 million and $4.8 million, respectively. No PSUs vested during 2014. PSUs in the above table and the aggregate grant date fair value amounts reflect (i) PSUs subject to market conditions at the target level, which is consistent with how expense will be recorded, regardless of the numbers of shares actually earned; and (ii) PSUs that are not subject to market conditions at the maximum level.

At January 29, 2017, there was $7.1 million of unrecognized pre-tax compensation expense, net of estimated forfeitures, related to non-vested PSUs, which is expected to be recognized over a weighted average period of 2.0 years.