STOCK-BASED COMPENSATION

9 Months Ended

Oct. 29, 2011

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

The following table summarizes the Company’s stock-based compensation expense (in thousands):

	Thirteen Weeks Ended					Thirty-nine Weeks Ended
	October 29, 2011		October 30, 2010			October 29, 2011		October 30, 2010
Deferred Awards	$	2,100	$	1,748		$	7,056	$	5,724
Performance Awards	844		(884		)	1,833		2,313
Stock Options	—		13			—		48
Total stock-based compensation expense (1)	$	2,944	$	877		$	8,889	$	8,085

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(1) A portion of stock-based compensation is included in cost of sales. Approximately $0.3 million and $0.4 million in the Third Quarter 2011 and Third Quarter 2010, respectively, and approximately $1.3 million and $1.0 million in the Year-To-Date 2011 and the Year-To-Date 2010, respectively, were included in cost of sales. All other stock-based compensation is included in selling, general & administrative expense.

The Company recognized a tax benefit related to stock-based compensation expense of $3.5 million and $3.2 million for Year-To-Date 2011 and Year-To-Date 2010, respectively.

Awards Granted During Year-To-Date 2011

As part of an amendment to the employment agreement of its Chief Executive Officer and President, on March 28, 2011 the Company granted 100,725 Deferred Awards, which vest as to 50%, 25% and 25% on the first, second and third anniversaries of the date of grant.  In addition, the Company granted Performance Awards that provide for the issuance of 100,725 Target Shares if the Company meets its operating income target for fiscal 2011.  The Performance Awards have a minimum threshold that would provide 50% of the Target Shares and a maximum target that would provide 200% of the Target Shares.  Depending on the final operating income, the percentage earned can be 0%, or any percentage including and between 50% and 200%.  Any earned Performance Awards cliff vest in April 2014.

Additionally, during Year-To-Date 2011, the Company granted 186,604 Deferred Awards to employees, including new hire awards, which vest ratably over three years.  In addition, the Company also granted Performance Awards to employees that provide for the issuance of 126,176 Target Shares if the Company meets its operating income target for fiscal 2011.  The Performance Awards have a minimum threshold that would provide 50% of the Target Shares and a maximum target that would provide 200% of the Target Shares.  Depending on the final operating income, the percentage earned can be 0%, or any percentage including and between 50% and 200%.  Any earned Performance Awards cliff vest after three years.

On January 30, 2011, the Company made its annual grant of Deferred Awards to the members of its Board of Directors.  Total awards granted were 18,640 and vest after one year.  On May 20, 2011, the Company granted 1,376 Deferred Awards to a new member of its Board of Directors.  These awards vest after one year.

Changes in the Company’s Unvested Stock Awards during Year-To-Date 2011

Deferred Awards

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested Deferred Awards beginning of period	356		$	36.91
Granted	307		50.55
Vested	(149	)	33.91
Forfeited	(74	)	42.21
Unvested Deferred Awards, end of period	440		$	46.55

Total unrecognized stock-based compensation expense related to unvested Deferred Awards approximated $15.9 million as of October 29, 2011, which will be recognized over a weighted average period of approximately 2.2 years.

Performance Awards

	Number of Performance Shares (1)		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested Performance Awards, beginning of period	151		$	25.16
Granted	227		51.45
Vested	(144	)	24.10
Forfeited	(18	)	52.70
Unvested Performance Awards, end of period	216		$	51.17

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(1) For those awards in which the performance period is complete, the number of unvested shares is based on actual shares that will vest upon completion of the service period. For those awards in which the performance period is not yet complete, the number of unvested shares is based on the participants earning their Target Shares at 100%.  As of October 29, 2011, the Company estimates that for those awards in which the performance period is not yet complete, participants will earn 90% of their Target Shares. The cumulative expense recognized reflects changes in estimates as they occur.

Based on the current number of Performance Awards expected to be earned, the total unrecognized stock-based compensation expense related to unvested Performance Awards approximated $8.2 million as of October 29, 2011, which will be recognized over a weighted average period of approximately 2.4 years.

Stock Options

At January 29, 2011 the Company had approximately 16,000 unvested stock options at a weighted average grant date fair value of $11.08.  All of these options vested during Year-To-Date 2011.

Outstanding Stock Options

Changes in the Company’s outstanding stock options for Year-To-Date 2011 were as follows:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Options outstanding at beginning of period	351		$	33.93	4.3	$	3,311
Granted	—		—		—	—
Exercised	(133	)	33.71		N/A	2,149
Forfeited	(7	)	38.45		N/A	96
Options outstanding and exercisable at end of period	211		$	33.93	4.1	$	3,007