(a)

The Amended 2005 Equity Incentive Plan (EIP) provides that the Board of Directors may grant equity awards to certain employees of the Company at its discretion. The EIP was adopted effective July 1, 2005 and authorizes grants of equity awards of up to 1,983,159 authorized but unissued shares of common stock. At January 28, 2012, there were 911,626 shares available for grant under the EIP.

(b)

The Amended 2005 Employee Stock Purchase Plan (ESPP) allows for qualified employees to participate in the purchase of up to 204,794 shares of our common stock at a price equal to 85% of the lower of the closing price at the beginning or end of each quarterly stock purchase period. The ESPP was adopted effective July 1, 2005. At January 28, 2012, there were 92,915 shares available for purchase under the ESPP.

(c)

The Amended 2005 Director Deferred Compensation Plan (Deferred Plan) allows non-employee directors an election to defer all or a portion of their fees into stock units or stock options. The Deferred Plan was adopted effective July 1, 2005 and authorizes grants of stock up to 112,500 authorized but unissued shares of common stock. At January 28, 2012, there were 61,147 shares available for grant under the Deferred Plan.

(d)

The Amended 2006 Non-Employee Director Equity Plan (NEDEP) provides for grants of equity awards to non-employee directors. The NEDEP was adopted effective June 1, 2006 and authorizes grants of equity awards of up to 679,891 authorized but unissued shares of common stock. At January 28, 2012, there were 510,165 shares available for grant under the NEDEP.

Our plans allow for a variety of equity awards including stock options, restricted stock awards, stock appreciation rights and performance awards. As of January 28, 2012, we had only granted awards in the form of stock options, restricted stock units (RSUs) and performance-based units (PSUs) to our employees and in the form of stock options to our Board members. The annual grant made for Fiscal 2012, Fiscal 2011 and Fiscal 2010 to employees consisted solely of RSUs. We have also awarded PSUs to our Named Executive Officers (NEOs) and expect the Compensation Committee of the Board will continue to grant PSUs to our NEOs in the future. The terms and vesting schedules for stock-based awards vary by type of grant and generally vest upon time-based conditions. Upon exercise, stock-based compensation awards are settled with authorized but unissued company stock. All of our awards are classified as equity awards.

	Fiscal Year Ended
	January 28,		January 29,		January 30,
	2012		2011		2010
Stock-based compensation expense by type:
Stock options	$	460	$	792	$	1,799
Restricted stock units		4,857		3,937		2,278
Employee stock purchases		76		67		80
Director deferred compensation		60		-		-
Total stock-based compensation expense		5,453		4,796		4,157
Income tax benefit recognized		1,987		1,666		1,277
Stock-based compensation expense, net of income tax	$	3,466	$	3,130	$	2,880

The income tax benefit recognized in our consolidated financial statements, as disclosed above, is based on the amount of compensation expense recorded for book purposes. The actual income tax benefit realized in our income tax return is based on the intrinsic value, or the excess of the market value over the exercise or purchase price, of stock options exercised and restricted stock unit awards vested during the period. The actual income tax benefit realized for the deductions considered on our income tax returns for Fiscal 2012 was from option exercises and restricted stock releases and totaled $3.2 million. The actual income tax benefit realized for the deductions considered on our income tax returns for Fiscal 2011 and Fiscal 2010, was from option exercises and totaled $4.5 million and $0.5 million, respectively.

Stock options are granted with an exercise price equal to the closing market price of our common stock on the date of grant. Vesting and expiration provisions vary between equity plans, but options typically vest over a four or five year period in equal installments beginning on the first anniversary of the grant date and typically expire on the eighth or tenth anniversary of the date of grant. Grants awarded to outside directors under both the DEP and Deferred Plan vest immediately upon grant and expire on the tenth anniversary of the date of grant.

Following is the weighted average fair value of each option granted during Fiscal 2012. The fair value was estimated on the date of grant using the Black-Scholes pricing model with the following weighted average assumptions for each period:

	Quarter Ended
	April 30,			July 30,	October 29,	January 28,
	2011			2011	2011	2012
Grant date		Mar 16	Mar 31	Jun 30	Sep 30	Dec 31
Exercise price		$31.26	$35.81	$40.71	$33.90	$45.18
Weighted average fair value at date of grant		$12.58	$14.52	$15.95	$13.86	$17.92
Expected option life (years)		4.67	4.67	4.67	4.75	4.75
Expected volatility		45.52	45.26	44.31	47.6	46.18
Risk-free interest rate		1.72%	2.07%	1.61%	0.90%	0.78%
Dividend yield		None	None	None	None	None

We calculate the expected term for our stock options based on the historical exercise behavior of our participants. Historically, an increase in our stock price has led to a pattern of earlier exercise by participants. Typically, grants made to our Directors have a contractual term of 10 years, while grants made to our employees have a contractual term of 8 years. We have not awarded a stock option grant to employees since 2009. With the absence of option grants to employees, we anticipate the expected term will increase because it will be affected to a greater extent by director options which have a longer contractual life.

The volatility used to value stock options is based on historical volatility. We calculate historical volatility using an average calculation methodology based on daily price intervals as measured over the expected term of the option. We have consistently applied this methodology since our adoption of the original disclosure provisions of ASC Topic 718, Stock Compensation.

In accordance with ASC Topic 718, we base the risk-free interest rate on the annual continuously compounded risk-free rate with a term equal to the option's expected term. The dividend yield is assumed to be zero since we have no current plan to declare dividends.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value ($000's)
Options outstanding at January 29, 2011		631,041		$	21.54		4.90	$	6,933
Granted		35,557			32.21
Exercised		(245,402	)		19.97
Forfeited, cancelled or expired		-			-
Options outstanding at January 28, 2012		421,196		$	23.35		5.16	$	9,837

Exercisable at January 28, 2012		392,821		$	23.70		5.16	$	9,311

The weighted average grant-date fair value of options granted during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $12.95, $11.00 and $9.48, respectively. The compensation expense included in store operating, selling and administrative expenses and recognized during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $0.4 million, $0.8 million and $1.8 million, respectively, before the recognized income tax benefit of $0.2 million, $0.2 million and $0.4 million, respectively.

The total intrinsic value of stock options exercised during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $5.3 million, $11.3 million and $1.3 million, respectively. The total cash received from these stock option exercises during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $4.9 million, $9.1 million and $0.8 million, respectively. Excess income tax proceeds from stock option exercises are included in cash flows from financing activities as required by ASC Topic 230, Statement of Cash Flows. As of January 28, 2012, there was no unrecognized compensation cost related to nonvested stock options.

RSUs and PSUs are granted with a fair value equal to the closing market price of our common stock on the date of grant. All PSUs have been awarded in the form of restricted stock units. Compensation expense is recorded straight-line over the vesting period and, in the case of PSUs, at the estimated percent of achievement. Restricted stock unit awards generally cliff vest in four years from the date of grant for those awards that are not performance-based. PSUs provide for awards based on achievement of certain predetermined corporate performance goals and cliff vest in one to five years from the date of grant after achievement of stated performance criterion and upon meeting stated service conditions.

	RSUs					PSUs					Totals
	Number of Awards			Weighted Average Grant-Date Fair Value		Number of Awards			Weighted Average Grant-Date Fair Value		Number of Awards			Weighted Average Grant-Date Fair Value
Restricted stock unit awards
outstanding at January 29, 2011		461,160		$	21.41		218,270		$	19.98		679,430		$	20.95
Granted		103,143			31.34		53,000			31.26		156,143			31.31
PSU multiplier earned (1)		-			-		40,335			24.89		40,335			24.89
Vested		(92,041	)		28.93		(15,755	)		14.93		(107,796	)		26.88
Forfeited, cancelled or expired		(14,940	)		22.57		-			-		(14,940	)		22.57
Restricted stock unit awards
outstanding at January 28, 2012		457,322		$	22.09		295,850		$	22.95		753,172		$	22.43

The weighted average grant date fair value of our RSUs granted was $31.31, $25.86 and $18.06 for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010, respectively. There were 156,143, 193,421 and 238,607 RSUs granted during Fiscal 2012, Fiscal 2011 and Fiscal 2010, respectively. The compensation expense included in store operating, selling and administrative expenses and recognized during Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $4.9 million, $3.9 million and $2.3 million, respectively, before the recognized income tax benefit of $1.8 million, $1.4 million and $0.9 million, respectively.

During the Fiscal 2012, restricted stock unit awards of 107,796 units, including 15,755 awards that were PSUs, vested with an intrinsic value of $3.3 million. The total intrinsic value of our restricted stock unit awards outstanding and unvested at January 28, 2012, January 29, 2011 and January 30, 2010 was $36.9 million, $22.1 million and $11.3 million, respectively. As of January 28, 2012, there was approximately $8.4 million of total unamortized unrecognized compensation cost related to RSU awards. This cost is expected to be recognized over a weighted average period of 2.4 years.

The Company's ESPP allows eligible employees the right to purchase shares of our common stock, subject to certain limitations, at 85% of the lesser of the market value at the end of each calendar quarter (purchase date) or the beginning of each calendar quarter. Our employee purchases of common stock and the average price per share through the ESPP were as follows:

Fiscal Year Ended	Shares Purchased	Average Price Per Share
January 28, 2012	9,184	$ 29.76
January 29, 2011	13,144	$ 19.92
January 30, 2010	19,152	$ 14.34

	Fiscal Year Ended
	January 28,	January 29,	January 30,
	2012	2011	2010
Weighted average fair value at date of grant	$8.23	$5.19	$4.27
Expected life (years)	0.25	0.25	0.25
Expected volatility	43.6% - 45.2%	43.5% - 46.6%	47.5% - 68.0%
Risk-free interest rate	0.04% - 0.10%	0.05% - 0.15%	0.03% - 0.22%
Dividend yield	None	None	None

The expense related to the ESPP was determined using the Black-Scholes option pricing model and the provisions of ASC Topic 718 as it relates to accounting for certain employee stock purchase plans with a look-back option. The compensation expense included in store operating, selling and administrative expenses and recognized during each of Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $0.1 million.

Under the Deferred Plan, non-employee directors can elect to defer all or a portion of their Board and Board Committee fees into cash, stock options or deferred stock units. Those fees deferred into stock options are subject to the same provisions as provided for in the DEP and are expensed and accounted for accordingly. Director fees deferred into our common stock are calculated and expensed each calendar quarter by taking total fees earned during the calendar quarter and dividing by the closing price on the last day of the calendar quarter, rounded to the nearest whole share. The total annual retainer, Board and Board Committee fees for non-employee directors that are not deferred into stock options, but which includes amounts deferred into stock units under the Deferred Plan, are expensed as incurred in all periods presented. A total of 1,561 stock units were deferred under this plan in Fiscal 2012. No stock units were deferred under this plan in Fiscal 2011 and Fiscal 2010. No directors have elected to defer compensation into stock units in calendar 2012.

The compensation expense included in store operating, selling and administrative expenses and recognized during Fiscal 2012 was $60,000, before the recognized income tax benefit of $22,000. There was no compensation expense related to director deferred compensation included in store operating, selling and administrative expenses during Fiscal 2011 and Fiscal 2010.