SHARE-BASED COMPENSATION

12 Months Ended

Jan. 28, 2012

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

15. SHARE-BASED COMPENSATION

        The Company's 2009 Omnibus Incentive Plan ("2009 Omnibus Plan"), as approved by shareholders on June 16, 2009, provides for the granting of common stock options, restricted shares, restricted stock units, performance shares, stock appreciation rights, phantom stock and dividend equivalent rights to certain employees, executive officers, directors, consultants and advisors. A maximum of 2,500,000 shares may be granted under the 2009 Omnibus Plan, in addition to 209,812 available shares transferred from the Company's Amended and Restated 2000 Stock Incentive and Performance-Based Award Plan ("2000 Stock Plan") between June 16, 2009 and March 2, 2010. At January 28, 2012, 1,078,425 shares were available within the 2009 Omnibus Plan. Vesting periods for the awards are at the discretion of the Company's Board of Directors.

        The 2000 Stock Plan, as amended through June 17, 2008, provided for the granting of common stock options, restricted shares, restricted stock units and performance-based awards to certain employees, officers, directors, consultants and advisors. A maximum of 3,600,000 shares were available under the 2000 Stock Plan; no shares remain available as of January 28, 2012.

        The Company's Amended and Restated 1991 Stock Option and Restricted Stock Plan ("1991 Stock Plan"), as amended through June 17, 1997, provided for the granting of restricted shares, common stock options and performance-based common stock options as part of a long-term incentive plan for selected officers. A maximum of 1,900,000 shares were available under the 1991 Stock Plan; no shares remain available as of January 28, 2012.

        Stock options are granted with an exercise price equal to the market value of the underlying stock on the grant date, and vest over one to four years with a contractual term of seven years. No stock options were granted during 2011, 2010 or 2009.

        Restricted shares granted during 2011, 2010 and 2009 vest over one to three years. Employees who are granted restricted shares are not required to pay for the shares; however, the shares will be forfeited if the employee does not remain employed with the Company until the restrictions on the shares lapse. In addition, vesting of certain restricted shares awarded during 2011, 2010 and 2009 was subject to the achievement of specified criteria based on Company performance.

        Restricted stock units granted during 2011, 2010 and 2009 vest over one year. Employees and directors who are granted restricted stock units are not required to pay for the shares; however, the shares will be forfeited if the employee or director does not remain employed with the Company, or continue to serve as a member of its Board of Directors, until the restricted stock units vest.

        The Company recognizes share-based compensation pursuant to ASC 718. The Company measures the cost of grantee services received in exchange for an award of equity instruments based on the grant date fair value of the award, and recognizes that cost over the period that the grantee is required to provide service in exchange for the award. For the stock option awards, the Company estimates grant date fair value using the Black-Scholes option valuation model. For restricted share and restricted stock unit grants, grant date fair value is determined based upon the closing trading value of the Company's stock on the day of the grant. The Company generally issues new stock to satisfy share-based awards.

        The compensation cost that has been recorded within SG&A expense for the Company's share-based award plans was $5,261, $7,795 and $5,083 for 2011, 2010 and 2009, respectively. There was no income tax benefit or expense recognized in the 2011, 2010 and 2009 statements of operations for share-based award compensation due to continuation of a full valuation allowance on all net deferred tax assets related to share-based award compensation.

        Cash received from exercised stock options was $398, $0 and $0 for 2011, 2010 and 2009, respectively. Actual tax deduction benefits from exercised stock options and vested restricted shares totaled $2,343, $3,474 and $46 for 2011, 2010 and 2009, respectively.

        Awards with graded vesting are recognized using graded amortization.

        Based upon an examination of forfeiture rates for the various classes of stock options, restricted stock units and restricted shares, Company management does not believe the total number of options or shares that are vested and expected to vest as of January 28, 2012 are materially different from the respective number of options or shares outstanding as of January 28, 2012.

Stock Options

        The Company's stock options include stock options granted from the 2000 Stock Plan and the 1991 Stock Plan.

        A summary of the stock options as of January 28, 2012 and changes during 2011 is presented below:

	Shares Under Option			Weighted Average Per-Share Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of January 29, 2011		1,056,322		$	16.65
Exercised		(81,883	)		4.86
Forfeited		(4,968	)		32.96
Outstanding as of January 28, 2012		969,471			17.56		2.29	$	2
Exercisable as of January 28, 2012		967,804		$	17.59		2.28	$	1

        The total intrinsic value of options exercised during 2011 was $754. There were no options exercised during 2010 and 2009. As of January 28, 2012, there was no unrecognized compensation cost related to unvested stock options.

Restricted Stock Units

        Restricted stock units consist of units granted from the 2009 Omnibus Plan and the 2000 Stock Plan. The fair value of each restricted stock unit award is determined based upon the closing trading value of the Company's stock on the day of the grant. A summary of the restricted stock units as of January 28, 2012 and changes during 2011 is presented below:

	Restricted Stock Units					Weighted Average Grant-Date Fair Value
	Performance and Service Required		Service Required			Performance and Service Required		Service Required
Outstanding as of January 29, 2011		20,259		272,592		$	21.90	$	8.38
Granted		—		51,442			—		8.65
Forfeited		—		(5,780	)		—		8.65
Outstanding as of January 28, 2012		20,259		318,254			21.90		8.42

        As of January 28, 2012, there was $139 of total unrecognized compensation cost related to restricted stock units that is expected to be recognized over a weighted average period of 0.38 years. Vested awards will be settled in shares after certain events and time periods occur, as defined within the terms of the restricted stock unit grant agreements.

        The total fair value of restricted stock units vested during 2011 and 2009 was $515 and $647, respectively. No restricted stock units vested during 2010.

        The weighted-average grant date fair value of restricted stock units granted during 2011, 2010 and 2009 was $8.65 per unit, $10.81 per unit and $4.87 per unit, respectively.

        The Company pays cash dividend equivalents on all outstanding restricted stock units.

Restricted Shares

        The Company's restricted shares consist of shares granted from the 2009 Omnibus Plan and the 2000 Stock Plan. The fair value of each restricted share award is determined based upon the closing trading value of the Company's stock on the day of the grant. A summary of the restricted share awards as of January 28, 2012 and changes during 2011 is presented below:

	Restricted Shares						Weighted Average Grant-Date Fair Value
	Performance and Service Required			Service Required			Performance and Service Required		Service Required
Nonvested as of January 29, 2011		—			1,383,675		$	—	$	7.89
Granted		274,000			384,000			14.50		13.60
Vested		—			(403,675	)		—		3.54
Forfeited		(274,000	)		(25,500	)		14.50		10.91
Nonvested as of January 28, 2012		—			1,338,500			—		10.78

        As of January 28, 2012, there was $6,577 of total unrecognized compensation cost related to restricted shares that is expected to be recognized over a weighted average period of 2.01 years.

        The total fair value of shares vested during 2011, 2010 and 2009 was $5,158, $7,762 and $3,756, respectively.

        The Company pays cash dividends on all outstanding restricted shares, other than those that are performance-based.