10.	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 two 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 July 29, 2016, the number of shares authorized for future issuance under the Company’s active plan is 1,065,840.

The following table summarizes the number of outstanding awards under each plan at July 29, 2016:

2010 Omnibus Plan			200,909
Amended and Restated Stock Option Plan			2,683
2002 Omnibus Incentive Compensation Plan			10,000
Total			213,592

Types of Share-Based Awards

Nonvested Stock

Nonvested stock awards consist of the Company’s common stock, generally accrue dividend equivalents and vest over 1–3 years. The fair value of the Company’s nonvested stock awards which accrue dividends 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 July 29, 2016:

Long-Term Performance Plan (“LTPP”)	Performance Period		Vesting Period (in Years)
2016 LTPP		2016 – 2017	2 or 3
2015 LTPP		2015 – 2016	2 or 3

The following table summarizes the shares that have been accrued under the 2016 LTPP and 2015 LTPP at July 29, 2016:

2016 LTPP			14,550
2015 LTPP			74,316

A summary of the Company’s nonvested stock activity as of July 29, 2016, and changes during 2016 are presented in the following table:

Nonvested Stock	Shares			Weighted-Average Grant Date Fair Value
Unvested at July 31, 2015		39,163		$	95.66
Granted		61,729			149.39
Vested		(60,455	)		139.24
Forfeited		--			--
Unvested at July 29, 2016		40,437		$	112.52

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

		2016				2015				2014
Total fair value of nonvested stock		$	8,418			$	8,152			$	17,417

Performance-Based Market Stock Units

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
	July 29, 2016			July 31, 2015			August 1, 2014
Dividend yield***		--			--			--
Expected volatility		23% - 24	%		21	%		25	%
Risk-free interest rate range		0.9% - 1.0	%		1.0	%		0.7% - 0.8	%

***Dividends accrue on the 2014, 2015 and 2016 MSU Grants. Dividends will be forfeited for any 2014, 2015 and 2016 MSU Grants that do not vest.

The following table summarizes the shares that have been accrued under the 2014 MSU Grants, the 2015 MSU Grants and 2016 MSU Grants at July 29, 2016:

	Shares
2014 MSU Grants		37,786
2015 MSU Grants		26,955
2016 MSU Grants		6,865

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 2014, 2015 or 2016.

A summary of the Company’s stock option activity as of July 29, 2016, and changes during 2016 are presented in the following table:

Fixed Options	Shares			Weighted- Average Price		Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at July 31, 2015		20,458		$	33.88
Granted		--			--
Exercised		(7,775	)		35.78
Forfeited		--			--
Canceled		--			--
Outstanding at July 29, 2016		12,683		$	32.71		1.23	$	1,582
Exercisable		12,683		$	32.71		1.23	$	1,582

The following table summarizes the total intrinsic values of options exercised during each of the three years:

		2016				2015				2014
Total intrinsic values of options exercised*		$	917			$	4,652			$	169

*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:

	2016		2015		2014
Nonvested stock awards	$	10,277	$	13,243	$	5,762
MSU Grants		2,925		2,967		2,162
Total compensation expense	$	13,202	$	16,210	$	7,924

The following table highlights the total unrecognized compensation expense related to nonvested stock and MSU Grants and the weighted-average periods over which the expense is expected to be recognized as of July 29, 2016:

	Nonvested Stock		MSU Grants
Total unrecognized compensation	$	1,521	$	2,958
Weighted-average period in years		2.48		1.66

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

		2016				2015				2014
Total income tax benefit		$	3,819			$	5,056			$	2,438

During 2016, the Company issued 80,379 shares of its common stock resulting from the vesting of share-based compensation awards and stock option exercises. Related tax withholding payments on certain share-based compensation awards exceeded proceeds received from the exercise of stock options which resulted in a net reduction to shareholders’ equity of $5,779. The excess tax benefit realized upon exercise of share-based compensation awards was $2,626.