NOTE 12 – STOCK-BASED COMPENSATION

As approved by our shareholders, we established the Amended and Restated 2001 Equity Incentive Plan ("2001 Equity Incentive Plan") and the Amended and Restated 2008 Equity Incentive Plan ("2008 Equity Incentive Plan" and collectively with the 2001 Equity Incentive Plan, "Equity Incentive Plans") to reward, retain and attract key personnel. The Equity Incentive Plans provide for grants of non-qualified or incentive stock options, SARs, performance shares or units, stock units and stock grants. To fund the 2001 and 2008 Equity Incentive Plans, 12,375,000 and 4,550,000 shares of our common stock were reserved for issuance upon exercise of awards, respectively. The 2001 Equity Incentive Plan expired in the second quarter of 2014.

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



	Fiscal Year
	2014			2013			2012
Stock options and SARs	$	703		$	1,521		$	3,034
Non-vested stock	5,034			4,204			3,198
Performance shares	3,927			2,692			1,571
Total stock-based compensation expense	9,664			8,417			7,803
Related tax benefit	(3,634		)	(3,165		)	(2,869		)
Stock-based compensation expense, net of tax	$	6,030		$	5,252		$	4,934

As of January 31, 2015, we had unrecognized compensation cost of $16.0 million related to stock-based compensation awards granted. That cost is expected to be recognized over a weighted average period of 2.3 years.

Stock Options and SARs

We historically granted stock options and SARs to our 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. Options issued prior to January 29, 2005, will generally expire, if not exercised, within ten years from the date of the grant, while options and SARs granted after that date generally expire, if not exercised, within seven years from the date of grant. No stock options or SARs were granted during 2014, 2013 or 2012.

The following table summarizes stock options and SARs activity during 2014:



	Number of Outstanding 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	(578,943	)	16.41
Forfeited	(65,383	)	17.68
Outstanding at January 31, 2015	418,525		$	16.49	2.2	$	1,468

Vested or expected to vest at January 31, 2015	404,572		$	16.41	2.2	$	1,452

Exercisable at January 31, 2015	348,762		$	16.02	2.0	$	1,387

The following table summarizes non-vested stock options and SARs activity during 2014:



Stock Options/ SARs	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at February 1, 2014	292,075		$	7.97
Vested	(204,687	)	7.67
Forfeited	(17,625	)	8.60
Outstanding at January 31, 2015	69,763		8.69

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 2014, 2013 and 2012 was $3.7 million, $6.0 million and $6.9 million, respectively.

Non-vested Stock

We grant shares of non-vested stock to our employees and non-employee 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 to whom it is awarded. The vesting period of the non-vested stock ranges from one to four years from the date of grant.

The following table summarizes non-vested stock activity during 2014:



Non-vested Stock	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at February 1, 2014	652,459		$	20.40
Granted	356,854		22.81
Vested	(254,220	)	19.89
Forfeited	(76,489	)	21.24
Outstanding at January 31, 2015	678,604		21.76

The aggregate intrinsic value of non-vested stock that vested during 2014, 2013 and 2012 was $5.7 million, $4.8 million and $2.3 million, respectively. The weighted-average grant date fair value for non-vested stock granted in 2014, 2013 and 2012 was $22.81, $24.97 and $16.10, respectively. The payment of the employees' tax liability for a portion of the non-vested stock that vested during 2014 was satisfied by withholding shares with a fair value equal to the tax liability. As a result, the actual number of shares issued was 188,920.

Performance Shares

We grant performance shares as a means of rewarding management for our long-term performance based on shareholder return performance measures. The actual number of shares that may be issued ranges from zero to a maximum of twice the number of granted shares outstanding, as reflected in the table below and is based on our shareholder return performance relative to a specific group of companies over a 3-year performance cycle. If earned, the performance shares vest following the 3-year 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 our common stock, which is determined using 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 were outstanding at January 31, 2015:



Period Granted	Target Shares Outstanding at Beginning of Year	Target Shares Granted	Target Shares Vested		Target Shares Forfeited		Target Shares Outstanding at End of Year	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	—		(2,292	)	166,153	33.84
Total	349,450	168,445	(18,241	)	(46,151	)	453,503

During 2014, 16,620 shares vested related to the 2011 performance share grant. The aggregate intrinsic value of shares that vested during 2014 was $0.8 million. The payment of the recipients' tax liability for shares vesting during 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.