Stock-Based Compensation

3 Months Ended

Jun. 02, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

3. Stock-Based Compensation

Stock Incentive Plan

The 2009 Stock Incentive Plan, the 2009 Non-Employee Director Stock Incentive Plan, the 2002 Omnibus Stock Incentive Plan and the 1997 Omnibus Stock Incentive Plan (the Plans) provide for the issuance of 1,888,000; 250,000; 3,400,000; and 2,500,000 shares, respectively, for various forms of stock-based compensation to employees and non-employee directors. Awards under these Plans, either in the form of incentive stock options, nonstatutory options or stock-settled stock appreciation rights (SARs), are granted with an exercise price equal to the fair market value of the Company’s stock at the date of award. Nonvested share awards and nonvested share unit awards are also included in these Plans. Outstanding options issued to employees generally vest over a four-year period, outstanding SARs vested over a three-year period and outstanding options issued to non-employee directors vested at the end of six months. Outstanding options and SARs have a 10-year term. Nonvested share awards and nonvested share unit awards generally vest over a two, three or four-year period.

The 2002 Omnibus Stock Incentive Plan was terminated in June 2009 and the 1997 Omnibus Stock Incentive Plan was terminated in January 2006; no new grants may be made under either of these plans, although exercises of SARs and options, and vesting of nonvested share awards previously granted thereunder will still occur in accordance with the terms of the various grants.

Total stock-based compensation expense under all Plans included in the results of operations for the three months ended June 2, 2012 and May 28, 2011, was $1.0 million and $0.4 million, respectively. At June 2, 2012, there was $1.0 million of total unrecognized compensation cost related to stock option awards, which is expected to be recognized over a weighted average period of approximately 27 months. Cash proceeds from the exercise of stock options were $0.2 million and $0.1 million for the three months ended June 2, 2012 and May 28, 2011, respectively.

There were no options or SARs issued in the first three months of fiscal 2013 or 2012. The aggregate intrinsic value of securities (the amount by which the stock price on the date of exercise exceeded the stock price of the award on the date of grant) exercised was minimal during both the three months ended June 2, 2012 and May 28, 2011.

The following table summarizes the award transactions for the three months ended June 2, 2012:

	Options/SARs Outstanding
	Number of Shares			Weighted Average Exercise  Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at March 3, 2012		1,815,293		$	15.71
Awards exercised		(13,500	)		11.93
Awards canceled		(15,100	)		12.82
Outstanding at June 2, 2012		1,786,693		$	15.77		5.1 years	$	3,446,035
Vested or expected to vest at June 2, 2012		1,786,693		$	15.77		5.1 years	$	3,446,035
Exercisable at June 2, 2012		1,336,181		$	18.27		3.7 years	$	729,448

Executive Compensation Program

In fiscal 2006, the Company implemented an executive compensation program to provide for a greater portion of total compensation to be delivered to key employees selected by the Compensation Committee of the Board of Directors through long-term incentives using performance shares, SARs and nonvested shares. From fiscal 2010 through fiscal 2012, performance shares were issued at the beginning of each fiscal year in the form of nonvested share unit awards, which give the recipient the right to receive shares earned at the vesting date. The number of share units issued at grant is equal to the target number of performance shares and allows for the right to receive an additional number of, or fewer, shares based on meeting pre-determined Company three-year performance goals. In fiscal 2013, this plan was changed to issue cash-based performance awards in lieu of nonvested share unit awards; the cash-based awards are based on a two-year performance period and will be paid in two annual installments after completion of the performance period. Vesting of outstanding nonvested share unit awards will continue through fiscal 2015. The expense for the cash-based performance awards is included in selling, general and administrative expenses in the consolidated results of operations and the liability is included in other long-term liabilities in the consolidated balance sheet.

The following table summarizes the nonvested share award transactions, including performance share units, for the three months ended June 2, 2012:

	Nonvested Shares and Units
	Number of Shares and Units			Weighted Average Grant Date Fair Value
Nonvested at March 3, 2012		981,813		$	12.64
Granted		185,849			14.51
Vested		(202,136	)		13.54
Canceled(1)		(61,703	)		13.43
Nonvested at June 2, 2012 (2)		903,823		$	12.77

(1) Includes 61,403 performance share units canceled under the 2010-2012 performance period because Apogee performed below target level for that performance period. Performance share units of 160,196 (at target) were previously granted in fiscal 2010 for this performance period.

(2) Includes a total of 292,118 performance share units granted and outstanding at target level for fiscal 2011-2013 and 2012-2014.

At June 2, 2012, there was $7.2 million of total unrecognized compensation cost related to nonvested share and performance share unit awards, which is expected to be recognized over a weighted average period of approximately 26 months. The total fair value of shares vested during the three months of fiscal 2013 was $2.8 million.