STOCK-BASED COMPENSATION

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



	Fiscal Year Ended
	February 2, 2013		January 28, 2012		January 29, 2011
Deferred Awards	$	11,109	$	9,109	$	7,430
Performance Awards (1)	3,144		177		558
Stock Options	—		—		57
Total stock-based compensation expense (2)	$	14,253	$	9,286	$	8,045

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(1)During Fiscal 2010, the Company lowered the expected number of shares that will vest.

(2) A portion of stock-based compensation is included in cost of sales. Approximately $1.7 million, $1.3 million and $1.4 million in Fiscal 2012, Fiscal 2011 and Fiscal 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 $5.6 million, $3.7 million and $3.2 million for Fiscal 2012, Fiscal 2011 and Fiscal 2010, respectively.

4. STOCK-BASED COMPENSATION (Continued)

Awards Granted During Fiscal 2012

In accordance with its amended employment agreement with its Chief Executive Officer and President, the Company granted Deferred Awards of 96,768 shares of its common stock and Performance Awards of 100,180 Target Shares if the Company meets its operating income target for Fiscal 2012. The Company granted additional Deferred Awards of 100,000 shares of its common stock to its Chief Executive Officer and President. The Deferred Awards vest over three years and the Performance Awards, if earned, cliff vest after two years. Based on the Company's operating results for Fiscal 2012, the Performance Awards were earned at 93% of the Target Shares, or 93,167 shares.

Additionally, during Fiscal 2012 the Company granted Deferred Awards to employees, including new hire awards, of 302,997 shares of its common stock, and Performance Awards of 129,696 Target Shares if the Company meets its operating income target for Fiscal 2012. The Deferred Awards vest ratably over three years and the Performance Awards cliff vest after three years. Of these 129,696 Target Shares issued, 47,812 shares were forfeited. Based on the Company's operating results for Fiscal 2012, the outstanding Performance Awards were earned at 93% of the Target Shares, or 76,152 shares.

During Fiscal 2012, the Company granted Deferred Awards to the non-employee members of its Board of Directors, which provide for the issuance of 18,701 shares of common stock. These awards vest after one year.

At February 2, 2013, the Company had 1,687,510 shares available for grant under the Equity Plan.

Changes in the Company’s Unvested Stock Awards during Fiscal 2012, Fiscal 2011 and Fiscal 2010

Deferred Awards



	Fiscal Year Ended
	February 2, 2013				January 28, 2012				January 29, 2011
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)				(in thousands)
Unvested Deferred Awards at beginning of year	406		$	47.96	356		$	36.91	512		$	30.34
Granted	518		49.06		334		50.76		145		46.19
Vested (1)	(198	)	45.33		(186	)	34.23		(242	)	29.51
Forfeited	(166	)	49.22		(98	)	43.49		(59	)	32.98
Unvested Deferred Awards at end of year	560		$	49.53	406		$	47.96	356		$	36.91

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(1)	In Fiscal 2012, Fiscal 2011 and Fiscal 2010, the Company withheld shares of 2,200, 18,793 and 14,022, respectively, to satisfy the withholding tax requirements of certain recipients. These shares were immediately retired.

Total unrecognized stock-based compensation expense related to unvested Deferred Awards approximated $19.3 million as of February 2, 2013, which will be recognized over a weighted average period of approximately 2.1 years.

4. STOCK-BASED COMPENSATION (Continued)

Performance Awards



	Fiscal Year Ended
	February 2, 2013				January 28, 2012				January 29, 2011
	Number of Performance Shares (1)		Weighted Average Grant Date Fair Value		Number of Performance Shares (1)		Weighted Average Grant Date Fair Value		Number of Performance Shares (1)		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)				(in thousands)
Unvested Performance Awards at beginning of year	6		$	46.08	151		$	25.16	174		$	27.65
Granted	230		48.51		227		51.45		16		46.30
Vested	(2	)	45.79		(144	)	24.10		—		—
Net shares in excess of (less than) target	(13	)	51.40		(198	)	51.26		(11	)	88.19
Forfeited	(49	)	47.37		(30	)	52.49		(28	)	28.43
Unvested Performance Awards at end of year	172		$	48.59	6		$	46.08	151		$	25.16

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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. At February 2, 2013, there were no open performance periods.

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 $4.8 million as of February 2, 2013, which will be recognized over a weighted average period of approximately 1.7 years.

Stock Options

No stock options were issued during Fiscal 2012, Fiscal 2011 and Fiscal 2010 and at February 2, 2013, there were no unvested stock options.

Outstanding Stock Options

Changes in the Company’s outstanding stock options for Fiscal 2012 were as follows:



	Fiscal Year Ended
	February 2, 2013				January 28, 2012				January 29, 2011
	Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
	(in thousands)				(in thousands)				(in thousands)
Options outstanding at beginning of year	154		$	30.98	351		$	33.93	731		$	33.22
Granted	—		—		—		—		—		—
Exercised (1)	(68	)	32.03		(188	)	36.21		(366	)	32.57
Forfeited	(2	)	12.07		(9	)	37.09		(14	)	33.97
Options outstanding at end of year (2)	84		$	30.08	154		$	30.98	351		$	33.93
Options exercisable at end of year (2)	84		$	30.08	154		$	30.98	335		$	34.35

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(1)	The aggregate intrinsic value of options exercised was approximately $1.3 million, $2.7 million and $5.4 million for Fiscal 2012, Fiscal 2011 and Fiscal 2010, respectively.


(2)	The aggregate intrinsic value of options outstanding and exercisable at the end of Fiscal 2012, Fiscal 2011 and Fiscal 2010 was approximately $1.6 million, $2.9 million and $3.3 million, respectively.

4. STOCK-BASED COMPENSATION (Continued)

The following table summarizes information regarding options outstanding at February 2, 2013 (options in thousands):



		Options Outstanding and Exercisable
Range of Exercise Prices		Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
$8.98	$21.63	9	$	17.13	3.6
$22.02	$31.63	54	27.00		3.9
$31.89	$42.15	8	37.42		2.0
$44.12	$50.81	13	47.69		2.6
		84	$	30.08	3.5