Stock-Based Benefit Plans

We grant stock options, restricted stock, and various types of restricted stock units to our employees and our nonemployee directors under our stock incentive plans. We have two active stock incentive plans, one for employees (including officers) and one for nonemployee directors. Our active stock incentive plans provide for the granting of incentive stock options (solely to employees) and nonqualified stock options with a term of up to 10 years at a price not less than the market price of the stock at the date of grant. Our active stock incentive plans also provide for the issuance of stock appreciation rights and restricted and unrestricted stock awards and stock units, which may be performance-based. At October 31, 2014, 2013, and 2012, we had 8,821,000; 4,397,000; and 5,489,000 shares, respectively, available for grant under our stock incentive plans.

We have two additional stock incentive plans for employees, officers, and directors that are inactive except for outstanding stock option awards at October 31, 2014. No additional options may be granted under these plans. Stock options granted under these plans were made with a term of up to 10 years at a price not less than the market price of the stock at the date of grant and generally vested over a four-year period for employees and a two-year period for nonemployee directors.

The following table provides information regarding the amount of total stock-based compensation expense recognized by us for fiscal 2014, 2013, and 2012 (amounts in thousands):



	2014		2013		2012
Total stock-based compensation expense recognized	$	21,656	$	19,041	$	15,575
Income tax benefit recognized	$	8,322	$	7,378	$	5,711

At October 31, 2014, 2013, and 2012, the aggregate unamortized value of outstanding stock-based compensation awards was approximately $24.0 million, $19.9 million, and $14.2 million, respectively.

Information about our more significant stock-based compensation programs is outlined below.

Stock Options:

Stock options granted to employees generally vest over a four-year period, although certain grants may vest over a longer or shorter period, and stock options granted to nonemployee directors generally vest over a two-year period. Shares issued upon the exercise of a stock option are either from shares held in treasury or newly issued shares.

The fair value of each option award is estimated on the date of grant using a lattice-based option valuation model that uses assumptions noted in the following table. The lattice-based option valuation model incorporates ranges of assumptions for inputs, which are disclosed in the table below. Expected volatilities were based on implied volatilities from traded options on our stock, historical volatility of our stock, and other factors. The expected lives of options granted were derived from the historical exercise patterns and anticipated future patterns and represent the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behaviors. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The following table summarizes the weighted-average assumptions and fair value used for stock option grants in each of the fiscal years ended October 31, 2014, 2013, and 2012:



	2014	2013	2012
Expected volatility	36.44% - 44.71%	44.04% - 48.13%	44.20% - 50.24%
Weighted-average volatility	42.71%	46.70%	46.99%
Risk-free interest rate	1.45% - 2.71%	0.64% - 1.56%	0.78% - 1.77%
Expected life (years)	4.55 - 9.02	4.48 - 8.88	4.59 - 9.06
Dividends	none	none	none
Weighted-average fair value per share of options granted	$14.26	$13.05	$8.70

The fair value of stock option grants is recognized evenly over the vesting period of the options or over the period between the grant date and the time the option becomes nonforfeitable by the employee, whichever is shorter. Information regarding the stock compensation expense, related to stock options, for fiscal 2014, 2013 and 2012 was as follows (amounts in thousands):



	2014		2013		2012
Stock compensation expense recognized - options	$	9,005	$	7,703	$	7,411

At October 31, 2014, total compensation cost related to nonvested stock option awards not yet recognized was approximately $13.0 million, and the weighted-average period over which we expect to recognize such compensation costs and tax benefit is approximately 3.2 years.

The following table summarizes stock option activity for our plans during each of the fiscal years ended October 31, 2014, 2013, and 2012 (amounts in thousands, except per share amounts):



	2014				2013				2012
	Number of options		Weighted- average exercise price		Number of options		Weighted- average exercise price		Number of options		Weighted- average exercise price
Balance, beginning	9,924		$	24.51	10,669		$	23.23	12,868		$	20.94
Granted	819		35.16		768		32.22		777		20.50
Exercised	(1,313	)	20.88		(1,454	)	19.21		(2,941	)	12.52
Canceled	(72	)	25.23		(59	)	25.09		(35	)	20.67
Balance, ending	9,358		$	25.94	9,924		$	24.51	10,669		$	23.23
Options exercisable, at October 31,	7,482		$	24.91	7,996		$	24.49	8,540		$	24.09

The weighted average remaining contractual life (in years) for options outstanding and exercisable at October 31, 2014, was 4.2 and 3.2, respectively.

The intrinsic value of options outstanding and exercisable is the difference between the fair market value of our common stock on the applicable date (“Measurement Value”) and the exercise price of those options that had an exercise price that was less than the Measurement Value. The intrinsic value of options exercised is the difference between the fair market value of our common stock on the date of exercise and the exercise price.

The following table provides information pertaining to the intrinsic value of options outstanding and exercisable at October 31, 2014, 2013, and 2012 (amounts in thousands):



	2014		2013		2012
Intrinsic value of options outstanding	$	62,073	$	84,938	$	106,084
Intrinsic value of options exercisable	$	55,776	$	68,920	$	77,936

Information pertaining to the intrinsic value of options exercised and the fair value of options that became vested or modified in each of the fiscal years ended October 31, 2014, 2013, and 2012, is provided below (amounts in thousands):



	2014		2013		2012
Intrinsic value of options exercised	$	18,361	$	19,632	$	39,730
Fair value of options vested	$	8,447	$	8,334	$	10,079

Our stock option plans permit optionees to exercise stock options using a “net exercise” method at the discretion of the Executive Compensation Committee of the Board of Directors (“Executive Compensation Committee”). In a net exercise, we withhold from the total number of shares that otherwise would be issued to an optionee upon exercise of the stock option that number of shares having a fair market value at the time of exercise equal to the option exercise price and applicable minimum income tax withholdings and remit the remaining shares to the optionee.

The following table provides information regarding the use of the net exercise method for fiscal 2014, 2013, and 2012:



	2014		2013		2012
Options exercised	96,162		531,000		303,412
Shares withheld	58,819		405,838		151,889
Shares issued	37,343		125,162		151,523
Average market value per share withheld	$	33.78	$	32.22	$	22.68
Aggregate market value of shares withheld (in thousands)	$	1,987	$	13,076	$	3,445

In addition, pursuant to the provisions of our stock option plans, optionees are permitted to use the value of our common stock that they own to pay for the exercise of options (“stock swap method”).

The following table provides information regarding the use of the “stock swap method” for fiscal 2014, 2013, and 2012:



	2014		2013		2012
Options exercised	7,006		6,534		19,686
Shares tendered	4,273		4,034		8,224
Shares issued	2,733		2,500		11,462
Average market value per share tendered	$	33.01	$	32.61	$	25.52
Aggregate market value of shares tendered (in thousands)	$	141	$	132	$	210

Performance-Based Restricted Stock Units:

In fiscal 2014, 2013, and 2012, the Executive Compensation Committee approved awards of performance-based restricted stock units (“Performance-Based RSUs”) relating to shares of our common stock to certain members of our senior management. The Performance-Based RSUs are based on the attainment of certain performance metrics by the Company in the year of grant. The number of shares underlying the Performance-Based RSUs that will be issued to the recipients may range from 90% to 110% of the base award depending on actual performance metrics as compared to the target performance metrics. The Performance-Based RSUs vest over a four-year period provided the recipients continue to be employed by us or serve on our Board of Directors (as applicable) as specified in the award document.

The value of the Performance-Based RSUs was determined to be equal to the estimated number of shares of our common stock to be issued multiplied by the closing price of our common stock on the New York Stock Exchange (“NYSE”) on the date the Performance-Based RSU awards were approved by the Executive Compensation Committee (“Valuation Date”). We evaluate the performance goals quarterly and estimate the number of shares underlying the Performance-Based RSUs that are probable of being issued. The following table provides information regarding the issuance, valuation assumptions, and amortization of the Performance-Based RSUs issued in fiscal 2014, 2013, and 2012:



	2014		2013		2012
Number of shares underlying Performance-Based RSUs to be issued	288,817		302,511		370,176
Closing price of our common stock on Valuation Date	$	35.16	$	37.78	$	20.50
Aggregate fair value of Performance-Based RSUs issued (in thousands)	$	10,155	$	11,429	$	7,589
Aggregate number of Performance-Based RSUs outstanding at October 31	961,506		672,687		370,176
Performance-Based RSU expense recognized (in thousands)	$	9,310	$	6,946	$	3,952
Unamortized value of Performance-Based RSUs at October 31 (in thousands)	$	8,965	$	8,120	$	3,636

Stock Price-Based Restricted Stock Units:

In each of December 2010, 2009, and 2008, the Executive Compensation Committee approved awards to certain of our executives of stock price-based restricted stock unit (“Stock Price-Based RSUs”) awards relating to shares of our common stock. In fiscal 2012, we adopted a Performance-Based Restricted Stock Award program to replace the Stock Price-Based RSU program. The Stock Price-Based RSUs vested and the recipients were entitled to receive the underlying shares when the average closing price of our common stock on the NYSE, measured over any 20 consecutive trading days ending on or prior to five years from date of issuance of the Stock Price-Based RSUs, increased 30% or more over the closing price of our common stock on the NYSE on the date of issuance (“Target Price”), provided the recipients continued to be employed by us or serve on our Board of Directors (as applicable) as specified in the award document.

In fiscal 2012, the Target Price of the Stock Price-Based RSUs issued in December 2010, 2009, and 2008 was met.

The Stock Price-Based RSUs issued in December 2010 were paid in fiscal 2014. The recipients of these RSUs elected to use a portion of the shares underlying the RSUs to pay the required income withholding taxes on the payout. The gross value of the payout was $10.5 million (306,000 shares), the minimum income tax withholding was $4.8 million (140,160 shares) and the net value of the shares delivered was $5.7 million (165,840 shares).

The Stock Price-Based RSUs issued in December 2009 were paid in fiscal 2013. The recipient of these RSUs elected to use a portion of the shares underlying the RSUs to pay the required income withholding taxes on the payout. The gross value of the payout was $6.5 million (200,000 shares), the minimum income tax withholding was $2.6 million (81,201 shares) and the net value of the shares delivered was $3.8 million (118,799 shares).

The Stock Price-Based RSUs issued in December 2008 were paid in fiscal 2012. The recipient of these RSUs elected to use a portion of the shares underlying the RSUs to pay the required minimum income withholding taxes on the payout. The gross value of the payout was $5.9 million (200,000 shares), the income tax withholding was $2.4 million (81,200 shares), and the net value of the shares delivered was $3.5 million (118,800 shares).

In fiscal 2014, 2013, and 2012, we recognized $0.2 million, $1.8 million and $2.9 million, respectively, of expense related to Stock Price-Based RSUs. At October 31, 2014, no Stock Price-Based RSUs were outstanding.

Nonperformance-Based Restricted Stock Units:

In December 2013, 2012, and 2011, we issued nonperformance-based restricted stock units (“RSUs”) to various officers, employees, and nonemployee directors. These RSUs generally vest in annual installments over a two- to four-year period. The value of the RSUs was determined to be equal to the number of shares of our common stock to be issued pursuant to the RSUs multiplied by the closing price of our common stock on the NYSE on the date the RSUs were awarded. The following table provides information regarding these RSUs for fiscal 2014, 2013, and 2012:



	2014		2013		2012
Nonperformance-Based RSUs issued:
Number of RSUs issued	99,336		94,080		107,820
Closing price of our common stock on date of issuance	$	35.16	$	32.22	$	20.50
Aggregate fair value of RSUs issued (in thousands)	$	3,493	$	3,031	$	2,210
Nonperformance-Based RSU expense recognized (in thousands):	$	3,012	$	2,490	$	156



	2014		2013		2012
At October 31:
Aggregate Nonperformance-Based RSUs outstanding	304,286		225,252		137,764
Cumulative unamortized value of Nonperformance-Based RSUs (in thousands)	$	2,043	$	1,706	$	1,326

Restricted Stock Units in Lieu of Compensation

In December 2008, we issued restricted stock units (“RSUs in Lieu”) relating to 62,051 shares of our common stock to a number of employees in lieu of a portion of the employees’ bonuses and in lieu of a portion of one employee’s 2009 salary. The amount applicable to employee bonuses was charged to our accrual for bonuses that we made in fiscal 2008, and the amount applicable to salary deferral ($130,000) was charged to “Selling, general and administrative” expense in the three-month period ended January 31, 2009.

During fiscal 2013, we withheld 8,509 shares subject to RSUs in Lieu to cover $308,000 of minimum income tax withholdings and we issued the remaining 29,460 shares to the recipients. During fiscal 2012, we withheld 356 shares subject to RSUs in Lieu to cover $10,000 of income tax withholdings and we issued the remaining 7,982 shares to the recipients.

In fiscal 2013, all remaining RSUs in Lieu outstanding were paid out to the participants.

Employee Stock Purchase Plan

Our employee stock purchase plan enables substantially all employees to purchase our common stock at 95% of the market price of the stock on specified offering dates without restriction or at 85% of the market price of the stock on specified offering dates subject to restrictions. The plan, which terminates in December 2017, provides that 1.2 million shares be reserved for purchase. At October 31, 2014, 574,000 shares were available for issuance.

The following table provides information regarding our employee stock purchase plan for fiscal 2014, 2013, and 2012:



	2014		2013		2012
Shares issued	24,275		20,362		18,456
Average price per share	$	30.59	$	28.71	$	22.58
Compensation expense recognized (in thousands)	$	98	$	77	$	63