11. Share-Based Compensation

Stock Compensation Plans

The Company's employee compensation plans are administered by the Compensation Committee of the Company's Board of Directors (the "Committee"). The Committee is authorized to determine, at time periods within its discretion and subject to the direction of the Board of Directors, which employees will be granted awards, the number of shares covered by any awards granted, and within applicable limits, the terms and provisions relating to the exercise and vesting of any awards.

The Company has one active compensation plan, the 2010 Omnibus Incentive Compensation Plan (the "2010 Omnibus Plan"), for employees and non-employee directors which authorizes the granting of nonvested stock awards, performance-based MSU Grants, stock options and other types of share-based awards. The Company also has stock options and nonvested stock outstanding under three other compensation plans ("Prior Plans") in which no future grants may be made.

The 2010 Omnibus Plan allows the Committee to grant awards for an aggregate of 1,500,000 shares of the Company's common stock. However, this share reserve is increased by shares awarded under this and Prior Plans which are forfeited, expired, settled for cash and shares withheld by the Company in payment of a tax withholding obligation. Additionally, this share reserve was decreased by shares granted from Prior Plans after July 30, 2010 until December 1, 2010. At August 2, 2013, the number of shares authorized for future issuance under the Company's active plan is 1,174,925.

The following table summarizes the number of outstanding awards under each plan at August 2, 2013:

2010 Omnibus Plan			390,759
2000 Non-Executive Stock Option Plan			12,083
Amended and Restated Stock Option Plan			43,107
2002 Omnibus Incentive Compensation Plan			50,948
Total			496,897

Types of Share-Based Awards

Nonvested Stock

Nonvested stock awards consist of the Company's common stock and generally vest over 1–3 years. Generally, the fair value of each nonvested stock award is equal to the market price of the Company's stock at the date of grant reduced by the present value of expected dividends to be paid prior to the vesting period, discounted using an appropriate risk-free interest rate. Other nonvested stock awards accrue dividends and their fair value is equal to the market price of the Company's stock at the date of the grant. Dividends are forfeited for any nonvested stock awards that do not vest.

The Company's nonvested stock awards include its long-term performance plans which were established by the Committee for the purpose of rewarding certain officers with shares of the Company's common stock if the Company achieved certain performance targets. The stock awards under the long-term performance plans are calculated or estimated based on achievement of financial performance measures.

The following table summarizes the performance periods and vesting periods for the Company's nonvested stock awards under its long-term performance plans at August 2, 2013:

Long-Term Performance Plan ("LTPP")	Performance Period		Vesting Period (in Years)
2012 LTPP		2012 - 2013		2
2013 LTPP		2013 - 2014	2 or 3

The following table summarizes the shares that have been accrued under the 2012 LTPP and 2013 LTPP at August 2, 2013:


2012 LTPP			157,356
2013 LTPP			36,436

A summary of the Company's nonvested stock activity as of August 2, 2013, and changes during 2013 are presented in the following table:


Nonvested Stock	Shares			Weighted-Average Grant Date Fair Value
Unvested at August 3, 2012		80,190		$	41.97
Granted		134,145			67.68
Vested		(130,481	)		57.06
Forfeited		(1,000	)		42.21
Unvested at August 2, 2013		82,854		$	59.83

The following table summarizes the total fair value of nonvested stock that vested for each of the three years:

	2013				2012				2011
Total fair value of nonvested stock		$	7,445			$	12,981			$	4,393

Performance-Based Market Stock Units

In 2011, the Company began awarding MSU Grants instead of stock options. Pursuant to the approval of the 2010 Omnibus Plan on December 1, 2010, the stock options granted on September 22, 2011 were defeased and replaced with MSU Grants to seven executives. The stock option awards would have vested at a cumulative rate of 33% per year beginning on the first anniversary of the grant date. The MSU Grants will vest at the end of the three-year performance period. The defeasance of the stock options and the replacement award of the MSU Grants were accounted for as a modification and resulted in incremental compensation expense of $1,221.

The number of MSU Grants that will ultimately be awarded and will vest at the end of the applicable three-year performance period for each annual plan is based on total shareholder return, which is defined as the change in the Company's stock price plus dividends paid during the performance period. The number of shares awarded at the end of the performance period will vary in direct proportion to a target number of shares set at the beginning of the period, up to a maximum of 150% of target, based on the change in the Company's cumulative total shareholder return over the performance period. The probability of the actual shares expected to be earned is considered in the grant date valuation; therefore, the expense will not be adjusted to reflect the actual units earned. In addition to a service requirement, the vesting of the MSU Grants is also subject to the achievement of a specified level of operating income during the performance period. If this performance goal is not met, no MSU Grants will be awarded and no compensation expense will be recorded.

The fair value of the MSU Grants is determined using the Monte-Carlo simulation model, which simulates a range of possible future stock prices and estimates the probabilities of the potential payouts. This model uses the average prices for the 60-consecutive calendar days beginning 30 days prior to and ending 30 days after the first business day of the performance period. This model also incorporates the following ranges of assumptions:

·	The expected volatility is a blend of implied volatility based on market-traded options on our stock and historical volatility of our stock over the period commensurate with the three-year performance period.

·	The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the three-year performance period.

·	The expected dividend yield is based on our current dividend yield as the best estimate of projected dividend yield for periods within the three-year performance period.

The following assumptions were used in determining the fair value for the Company's MSU Grants:

				Year Ended
	August 2, 2013			August 3, 2012			July 29, 2011
Dividend yield range		3.0	%		2.2	%		1.6	%
Expected volatility		27	%		45	%		43	%
Risk-free interest rate		0.3	%		0.3	%		0.8	%

The following table summarizes the shares that have been accrued under the 2011 MSU Grants, 2012 MSU Grants and the 2013 MSU Grants at August 2, 2013:

	Shares
2011 MSU Grants		41,963
2012 MSU Grants		56,301
2013 MSU Grants		20,849

Stock Options

Prior to 2012, stock options were granted with an exercise price equal to the market price of the Company's stock on the grant date; those option awards generally vest at a cumulative rate of 33% per year beginning on the first anniversary of the grant date and expire ten years from the date of grant. No stock options were granted in 2012 or 2013.

The fair value of each option award was estimated on the date of grant using a binomial lattice-based option valuation model, which incorporates ranges of assumptions for inputs as shown in the following table.


	Year Ended
	July 29, 2011*
Dividend yield range		1.7	%
Expected volatility		40	%
Risk-free interest rate range		0.3%- 4.6	%
Expected term (in years)		6.6	*

*Stock options granted in 2011 were defeased and replaced with MSU Grants (see sub-section above entitled "Performance-Based Market Stock Units").

A summary of the Company's stock option activity as of August 2, 2013, and changes during 2013 are presented in the following table:


Fixed Options	Shares			Weighted- Average Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at August 3, 2012		403,957		$	33.22
Granted		--			--
Exercised		(273,706	)		32.66
Forfeited		--			--
Canceled		(29,113	)		24.98
Outstanding at August 2, 2013		101,138		$	37.12		2.61		$	6,455
Exercisable		101,138		$	37.12		2.61		$	6,455

The following table summarizes the weighted-average grant-date fair values of options granted and the total intrinsic values of options exercised during each of the three years:

	2013		2012		2011
Weighted-average grant-date fair values of options granted	$	--	$	--	$	16.81
Total intrinsic values of options exercised*		10,526		14,859		11,713

*The intrinsic value for stock options is defined as the difference between the current market value and the grant price.

Compensation Expense

The following table highlights the components of share-based compensation expense for each of the three years:

	2013		2012		2011
Nonvested stock awards	$	15,416	$	11,440	$	6,652
MSU Grants		2,335		1,690		989
Stock options		88		1,290		2,155
Total compensation expense	$	17,839	$	14,420	$	9,796

The following table highlights the total unrecognized compensation expense related to nonvested stock, stock options and MSU Grants and the weighted-average periods over which the expense is expected to be recognized as of August 2, 2013:

	Nonvested Stock		Stock Options		MSU Grants
Total unrecognized compensation	$	3,122	$	--	$	2,216
Weighted-average period in years		2.41		--		1.73

The following table highlights the total income tax benefit recognized in the Consolidated Statements of Income for each of the three years:

	2013				2012				2011
Total income tax benefit		$	5,221			$	4,254			$	2,576

During 2013, cash received from the exercise of share-based compensation awards and the corresponding issuance of 366,603 shares was $6,454. The excess tax benefit realized upon exercise of share-based compensation awards was $2,332.