3. Stock-Based Compensation

As approved by the Company's shareholders, the Company established the Amended and Restated 2001 Equity Incentive Plan (the "2001 Equity Incentive Plan") and the Second Amended and Restated 2008 Equity Incentive Plan (the "2008 Equity Incentive Plan" and collectively with the 2001 Equity Incentive Plan, the "Equity Incentive Plans") to reward, retain and attract key personnel. The Equity Incentive Plans provide for grants of nonqualified or incentive stock options, stock appreciation rights ("SARs"), performance shares or units, stock units and stock grants. To fund the 2001 Equity Incentive Plan and 2008 Equity Incentive Plan, 12,375,000 and 4,550,000 shares of the Company's common stock were reserved for issuance upon exercise of awards, respectively.

The following table summarizes stock-based compensation expense by type of grant for each period presented (in thousands):



	Three Months Ended						Six Months Ended
	August 2, 2014			August 3, 2013			August 2, 2014			August 3, 2013
Stock options and SARs	$	195		$	466		$	337		$	796
Non-vested stock	1,464			921			2,396			1,972
Performance shares	1,151			659			1,703			1,257
Total compensation expense	2,810			2,046			4,436			4,025
Related tax benefit	(1,057		)	(745		)	(1,668		)	(1,489		)
	$	1,753		$	1,301		$	2,768		$	2,536

As of August 2, 2014, the Company had unrecognized compensation cost of $21.2 million related to stock-based compensation awards granted. That cost is expected to be recognized over a weighted average period of 2.5 years.

Stock Options and SARs

The Company historically granted nonqualified stock options and SARs to its employees. The right to exercise stock options and SARs generally vests over four years from the date of grant, with 25% vesting at the end of each of the first four years following the date of grant. Stock options and SARs are settled by issuance of common stock. Stock options issued prior to January 29, 2005 will generally expire, if not exercised, within ten years from the date of the grant, while stock options and SARs granted after that date will generally expire, if not exercised, within seven years from the date of grant. No stock options or SARs were granted during the six months ended August 2, 2014 or August 3, 2013.

The following table summarizes information about stock options and SARs outstanding under the Equity Incentive Plans as of August 2, 2014 and changes during the six months ended August 2, 2014:



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at February 1, 2014	1,062,851		$	16.52
Exercised	(529,793	)	16.50
Forfeited	(51,008	)	17.90
Outstanding at August 2, 2014	482,050		$	16.39	2.6	$	966

Vested or expected to vest at August 2, 2014	466,147		$	16.32	2.5	$	964

Exercisable at August 2, 2014	402,537		$	15.96	2.3	$	953

The following table summarizes information about non-vested stock options and SARs outstanding as of August 2, 2014 and changes during the six months ended August 2, 2014:



Stock Options/SARs	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at February 1, 2014	292,075		$	7.97
Vested	(197,187	)	7.68
Forfeited	(15,375	)	8.59
Non-vested at August 2, 2014	79,513		$	8.57

The aggregate intrinsic value of stock options and SARs, defined as the amount by which the market price of the underlying stock on the date of exercise exceeds the exercise price of the award, exercised during the six months ended August 2, 2014 and August 3, 2013, was $3.5 million and $5.6 million, respectively.

Non-vested Stock

The Company grants shares of non-vested stock to its employees and non-management directors. The non-vested stock converts one for one to common stock at the end of the vesting period at no cost to the recipient. The vesting period of the non-vested stock ranges from one to four years from the date of grant.

The following table summarizes information about non-vested stock granted by the Company as of August 2, 2014 and changes during the six months ended August 2, 2014:



Non-vested Stock	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at February 1, 2014	652,459		$	20.40
Granted	334,354		23.11
Vested	(245,323	)	19.90
Forfeited	(55,720	)	21.28
Outstanding at August 2, 2014	685,770		$	21.83

The aggregate intrinsic value of non-vested stock that vested during the six months ended August 2, 2014 was $5.5 million. The payment of the employees' tax liability for a portion of the vested shares was satisfied by withholding shares with a fair value equal to the tax liability. As a result, the actual number of shares issued was 182,156.

Performance Shares

The Company grants performance shares to members of senior management, at no cost to the recipient, as a means of rewarding them for the Company's long-term performance based on shareholder return performance measures. The actual number of shares that may be issued if earned ranges from zero to two times the number of granted shares outstanding as reflected in the table below. The actual number of shares issued is determined by the Company's shareholder return performance relative to a specific group of companies over a three-year performance cycle. Compensation expense, which is recorded ratably over the vesting period, is based on the fair value at grant date and the anticipated number of shares of the Company's common stock, which is determined on a Monte Carlo probability model. Grant recipients do not have any shareholder rights until the granted shares have been issued.

The following table summarizes information about the performance shares that remain outstanding as of August 2, 2014:



Period Granted	Target Shares Outstanding at February 1, 2014	Target Shares Granted	Target Shares Vested		Target Shares Forfeited		Target Shares Outstanding at August 2, 2014	Weighted Average Grant Date Fair Value Per Share
2012	198,200	—	(8,300	)	(20,800	)	169,100	$	18.04
2013	151,250	—	(9,941	)	(23,059	)	118,250	33.81
2014	—	168,445	—		—		168,445	33.84
Total	349,450	168,445	(18,241	)	(43,859	)	455,795

During the six months ended August 2, 2014, 16,620 shares vested related to the 2011 performance share grant. The aggregate intrinsic value of shares that vested during the six months ended August 2, 2014 was $0.8 million. The payment of the recipients' tax liability for shares that vested during the six months ended August 2, 2014 of approximately $0.2 million was satisfied by withholding shares with a fair value equal to the tax liability. As a result, the actual number of shares issued was 24,508.