Annual report pursuant to section 13 and 15(d)

Preferred Stock and Share-Based Compensation Plans

v2.4.0.6
Preferred Stock and Share-Based Compensation Plans
12 Months Ended
Jan. 28, 2012
Preferred Stock and Share-Based Compensation Plans [Abstract]  
PREFERRED STOCK AND SHARE-BASED COMPENSATION PLANS
9.

PREFERRED STOCK AND SHARE-BASED COMPENSATION PLANS

Preferred Stock

Our Board of Directors is authorized to issue up to 2,000,000 shares of preferred stock and to determine the dividend rights and terms, redemption rights and terms, liquidation preferences, conversion rights, voting rights and sinking fund provisions of those shares without any further vote or act by Company shareholders. There was no issued preferred stock as of January 28, 2012 and January 29, 2011, respectively.

Stock Plans

We have adopted the 2004 Long-Term Incentive Plan (“2004 Plan”) which, as amended, provides for an aggregate of up to 4,610,059 shares of our common stock (or the fair market value thereof) with respect to which stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards may be granted to full-time key employees and to non-employee directors of the Company. No awards may be granted pursuant to the 2004 Plan after March 29, 2014, which is the tenth anniversary of the effective date of such plan. Under the 2004 Plan, the vesting, transferability restrictions and other applicable provisions of any stock options, stock appreciation rights, restricted stock, deferred stock units or performance based awards are determined by the Compensation Committee of the Board of Directors or, in the case of awards to non-employee directors, the Board of Directors of the Company.

 

In addition, we continue to administer the 1996 Long-Term Incentive Plan (“1996 Plan”), the 1998 Key Employee Stock Option Plan (“1998 Plan”) and the Non-Employee Director Stock Option Plan (“Director Plan”) as a result of awards which remain outstanding pursuant to such plans. No awards have been available for grant under the 1996 Plan and the 1998 Plan since April 2011 and February 2008, respectively. The period during which awards may be granted under the Director Plan runs through February 23, 2012; however, as a result of the amendment and restatement of the 2004 Plan in fiscal 2008 to allow non-employee directors of the Company to receive awards under the 2004 Plan, all grants to non-employee directors are now issued under the 2004 Plan.

Options granted under these plans vest annually in varying increments over a period from one to ten years and must be exercised within ten years of the date of grant. Grants of deferred stock units or restricted stock generally vest over a period from one to three years; however, certain grants vest annually at varying increments over a period up to ten years.

As of January 28, 2012, 2,534,222 shares were available for grant under the 2004 Plan and 4,507,474 shares of common stock were reserved for future issuance under the existing plans.

Stock Options

The following table summarizes stock option activity during fiscal 2011:

 

                                 
    Number of
Shares
    Weighted-Average
Exercise Price
    Weighted-
Average

Remaining
Contractual
Term
    Aggregate
Intrinsic
Value
 
                      (in thousands)  

Options outstanding at January 29, 2011

    1,563,473     $ 20.64                  

Granted

    138,250     $ 27.84                  

Exercised

    (369,085   $ 16.29                  

Forfeited

    (15,000   $ 22.72                  

Expired

    (3,216   $ 13.74                  
   

 

 

                         

Outstanding at January 28, 2012

    1,314,422     $ 22.61       5.7 Years     $ 16,479  
   

 

 

           

 

 

         

Exercisable at January 28, 2012

    640,662     $ 20.94       4.5 Years     $ 9,105  
   

 

 

           

 

 

         

During fiscal 2011, 2010 and 2009, 138,250 stock options, 50,000 stock options and 140,322 stock options, respectively, were granted at a weighted-average grant date fair value of $11.65, $8.27, and $7.22, respectively. The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions:

 

                         
    Fiscal Year  
    2011     2010     2009  

Risk-free interest rates

    2.16     1.80     2.21

Expected lives

    5.0 years       5.0 years       6.9 years  

Dividend yield

    1.70     1.65     1.99

Expected volatility

    53.67     57.03     50.83

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected lives represents the period of time the options are expected to be outstanding after their grant date. The dividend yield is based on the average of the annual dividend divided by the market price of our common stock at the time of declaration. The expected volatility is based on historical volatility of our common stock. The total intrinsic value of options exercised during fiscal 2011, 2010 and 2009 was $5.6 million, $1.3 million and $1.5 million, respectively. As of January 28, 2012, we have unrecognized compensation expense related to nonvested stock options of approximately $4.8 million which is expected to be recognized over a weighted average period of 2.4 years.

 

Nonvested Deferred Stock Units and Restricted Stock Shares

The following table summarizes deferred stock unit activity during fiscal 2011:

 

                 
    Shares     Weighted-Average
Grant-Date
Fair Value
 

Nonvested at January 29, 2011

    419,085     $ 24.28  

Granted

    470,999       28.65  

Vested (1)

    (338,510     24.18  

Forfeited

    (11,825     26.93  
   

 

 

         

Nonvested at January 28, 2012

    539,749     $ 28.10  
   

 

 

   

 

 

 

 

(1) 

Includes 108,457 shares relinquished for tax payments related to vested deferred stock units in fiscal 2011.

During fiscal 2011, 2010 and 2009, 470,999 deferred stock units, 314,920 deferred stock units and 275,905 deferred stock units, respectively, were granted at a weighted-average grant date fair value of $28.65, $24.08 and $17.92, respectively. As of January 28, 2012, the intrinsic value of nonvested deferred stock units was $18.6 million. The total fair value of shares vested during fiscal 2011, 2010 and 2009 was $8.2 million, $6.6 million and $7.3 million, respectively, based on the weighted-average fair value on the date of grant.

The following table summarizes restricted stock activity during fiscal 2011:

 

                 
    Shares     Weighted-Average
Grant-Date
Fair Value
 

Nonvested at January 29, 2011

    49,185     $ 26.04  

Granted

    119,081       28.45  

Vested

    (49,185     26.04  

Forfeited

           
   

 

 

         

Nonvested at January 28, 2012

    119,081     $ 28.45  
   

 

 

   

 

 

 

During fiscal 2011, 2010 and 2009, 119,081 restricted stock shares, 29,825 restricted stock shares and 29,778 restricted stock shares, respectively, were granted at a weighted-average grant date fair value of $28.45, $23.47 and $20.15, respectively. As of January 28, 2012, the intrinsic value of nonvested restricted stock shares was $4.1 million. The total fair value of shares vested during fiscal 2011, 2010 and 2009 was $1.3 million, $1.2 million and $1.4 million, respectively, based on the weighted-average fair value on the date of grant.

As of January 28, 2012, we have unrecognized compensation expense related to nonvested deferred stock units and restricted stock shares of approximately $9.1 million which is expected to be recognized over a weighted average period of 1.6 years.