(a)The Amended and Restated 2015 Equity Incentive Plan (EIP) provides that the Board may grant equity awards to certain employees of the Company at its discretion. The EIP was adopted effective July 1, 2015 and subsequently amended and restated effective May 28, 2020. Including shares added in the amendment and restatement, the EIP authorizes grants of equity awards of up to 2,500,000 authorized but unissued shares of common stock. At January 30, 2021, there were 1,570,007 shares available for grant under the EIP.

(b)The 2015 Employee Stock Purchase Plan (ESPP) allows for qualified employees to participate in the purchase of up to 300,000 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, 2015. At January 30, 2021, there were 166,543 shares available for purchase under the ESPP.

(c)The 2015 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, 2015 and authorizes grants up to 150,000 authorized but unissued shares of common stock. At January 30, 2021, there were 121,923 shares available for grant under the Deferred Plan.

(d)The 2012 Non-Employee Director Equity Plan (DEP) provides for grants of equity awards to non-employee directors. The DEP was adopted effective May 24, 2012 and authorizes grants of equity awards of up to 500,000 authorized but unissued shares of common stock. At January 30, 2021, there were 121,446 shares available for grant under the DEP.

Our plans allow for a variety of equity awards including stock options, restricted stock awards, stock appreciation rights and performance awards. As of January 30, 2021, we had only granted awards in the form of stock options, restricted stock units (RSUs) and performance-based units (PSUs) to our employees. The annual grants made for Fiscal 2021, Fiscal 2020 and Fiscal 2019 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. Due to the COVID-19 pandemic, the Board elected to award only service-based units to our NEOs in Fiscal 2021.

As of January 30, 2021, we had only granted awards in the form of stock, stock options and deferred stock units (DSUs) to our Board members. Under the DEP, Board members currently receive an annual value of $75,000 worth of equity in the form of stock options or RSUs upon election to the Board and a value of $110,000 worth of equity in any form allowed within the DEP, for each full year of service, pro-rated for Directors who serve less than one full year. The Chairman of the Board receives an annual value of $135,000 of equity in any form allowed within the DEP. Due to the COVID-19 pandemic, the Board elected to reduce the value of equity awarded in Fiscal 2021.

The terms and vesting schedules for stock-based awards vary by type of grant and generally vest upon time-based conditions. Under the DEP, Directors have the option with certain equity forms to set vesting dates. 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 30, 2021 (52 weeks)		February 1, 2020 (52 weeks)		February 2, 2019 (52 weeks)
Stock-based compensation expense by type:
Stock options	$	90	$	92	$	185
Restricted stock units	3,495		2,370		3,932
Employee stock purchases	120		97		105
Director deferred compensation	94		94		94
Total stock-based compensation expense	3,799		2,653		4,316
Income tax benefit recognized	882		622		958
Stock-based compensation expense, net of income tax	$	2,917	$	2,031	$	3,358

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 2021, Fiscal 2020 and Fiscal 2019 was from option exercises and restricted stock unit releases and totaled $1.0 million, $0.6 million and $0.4 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 granted to employees under the EIP 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 the DEP and Deferred Plan vest immediately upon grant and expire on the tenth anniversary of the date of grant.

During Fiscal 2021, we had two stock option grants dated April 7, 2020 to directors. A total of 27,000 stock options were granted at an exercise price of $12.30 per share. The fair value of the grants was $3.33 per share, which was estimated on the date of grant using the Black-Scholes pricing model assuming an expected life of 2.70 years, expected volatility of 41.63%, a risk-free interest rate of 0.33% with no dividend yield.

We calculate the expected term for our stock options based on the historical exercise behavior of our participants. 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 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 February 1, 2020	287,222	$	36.52	4.36	$	383
Granted	27,000	12.30
Exercised	(63,290)	28.01
Forfeited, cancelled or expired	(23,674)	25.69
Options outstanding at January 30, 2021	227,258	$	37.15	4.39	$	4,407

Exercisable at January 30, 2021	227,258	$	37.15	4.39	$	4,407

The total intrinsic value of stock options exercised during Fiscal 2021, Fiscal 2020 and Fiscal 2019 was $0.8 million, $9.6 thousand and $0.2 million, respectively. The total cash received from these stock option exercises during Fiscal 2021, Fiscal 2020 and Fiscal 2019 was $1.8 million, $0.1 million and $0.5 million, respectively. As of January 30, 2021, there was no unamortized unrecognized compensation cost related to 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. An award may vest completely at a point in time (cliff vest) or in increments over time (graded vest). Most awards, including PSUs, are subject to cliff vest provisions. A portion of awards to our executive officers are subject to graded vest provisions. Generally, RSUs vest over two to four years with the exception of awards to our Board of Directors who can choose the vest date for their annual award. PSUs provide for awards based on achievement of certain predetermined corporate performance goals and typically cliff vest in three years from the date of grant after achievement of stated performance criterion and upon meeting stated service conditions.

Compensation cost is recognized on a straight-line basis over the vesting period for cliff-vest awards and, in the case of PSUs, at the estimated percentage of achievement. For graded vest awards, the award is divided into vesting tranches and the compensation cost is recognized on a straight-line basis for each tranche separately.


	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 February 1, 2020	529,696	$	24.25	56,355	$	24.05	586,051	$	24.23
Granted	337,749	12.42		—	—		337,749	12.42
PSU adjustment (1)	—	—		(8,575)	32.62		(8,575)	32.62
Vested	(138,642)	27.79		(8,400)	36.49		(147,042)	28.29
Forfeited, cancelled or expired	(73,772)	19.82		(20,320)	19.80		(94,092)	19.81
Restricted stock unit awards outstanding at January 30, 2021	655,031	$	17.98	19,060	$	19.56	674,091	$	18.02

(1)PSU adjustment represents the net RSUs awarded to our NEOs above and below their target grants resulting from the achievement of performance goals above or below the performance targets established at grant. One grant goal was achieved at 65% and another grant goal was forfeited for performance equity awards whose final achievement was based on Fiscal 2018 through Fiscal 2020 financial results resulting in a net negative adjustment.

The weighted average grant date fair value of our RSUs granted was $12.42, $18.68 and $22.55 for Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively. There were 337,749, 296,583 and 218,707 RSUs awarded during Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively.

During Fiscal 2021, 147,042 RSU awards, including 8,400 PSU awards, vested with an intrinsic value of $3.3 million. The total intrinsic value of our RSU awards outstanding and unvested at January 30, 2021, February 1, 2020 and February 2, 2019 was $38.1 million, $14.5 million and $8.9 million, respectively. As of January 30, 2021, there was approximately $4.4 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
	January 30, 2021	February 1, 2020	February 2, 2019
Weighted average fair value at date of grant	$4.18	$4.18	$4.75
Expected life (years)	0.25	0.25	0.25
Expected volatility	41.4% - 50.2%	34.3% - 36.5%	34.8% - 36.1%
Risk-free interest rate	0.20% - 3.60%	4.24% - 5.73%	3.26% - 5.21%
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 2021, Fiscal 2020 and Fiscal 2019 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 stock units are calculated and expensed each calendar quarter by taking deferred fees earned during the calendar quarter and dividing by the closing price of our common stock 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 4,368, 4,174 and 4,888 stock units were deferred under this plan in Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively. One director has elected to defer all or a portion of her compensation into stock units in calendar 2021.