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.

Stock-based compensation expense by type of grant for each period presented was as follows (in thousands, except per share amounts):



	Fiscal Year
	2015			2014			2013
Stock options and SARs	$	30		$	703		$	1,521
Non-vested stock	7,171			5,034			4,204
Performance shares	5,193			3,927			2,692
Total stock-based compensation expense	12,394			9,664			8,417
Related tax benefit	(4,660		)	(3,634		)	(3,165		)
Stock-based compensation expense, net of tax	$	7,734		$	6,030		$	5,252

As of January 30, 2016, we had unrecognized compensation cost of $19.1 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. Outstanding options and SARs will expire, if not exercised, within seven years from the date of grant. No stock options or SARs were granted during 2015, 2014 or 2013.

The following table summarizes stock options and SARs activity during 2015:



	Number of Outstanding Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 31, 2015	418,525		$	16.49
Exercised	(160,650	)	15.32
Forfeited	(33,475	)	17.61
Outstanding, vested and exercisable at January 30, 2016	224,400		$	17.16	1.7	$	—

The following table summarizes non-vested stock options and SARs activity during 2015:



Stock Options/ SARs	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at January 31, 2015	69,763		$	8.69
Vested	(69,763	)	8.69
Outstanding at January 30, 2016	—		—

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 2015, 2014 and 2013 was $0.9 million, $3.7 million and $6.0 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 2015:



Non-vested Stock	Number of Shares		Weighted Average Grant Date Fair Value
Outstanding at January 31, 2015	678,604		$	21.76
Granted	548,759		18.70
Vested	(272,872	)	20.77
Forfeited	(59,965	)	21.56
Outstanding at January 30, 2016	894,526		20.20

The aggregate intrinsic value of non-vested stock that vested during 2015, 2014 and 2013 was $5.4 million, $5.7 million and $4.8 million, respectively. The weighted-average grant date fair value for non-vested stock granted in 2015, 2014 and 2013 was $18.70, $22.81 and $24.97, respectively. The payment of the employees' tax liability for a portion of the non-vested stock that vested during 2015 was satisfied by withholding shares with a fair value equal to the tax liability. As a result, the actual number of shares issued was 196,949.

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 30, 2016:



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
2013	118,250	—	(3,300	)	(2,200	)	112,750	$	33.81
2014	166,153	—	(3,438	)	(2,292	)	160,423	33.84
2015	—	227,685	—		(3,809	)	223,876	28.33
Total	284,403	227,685	(6,738	)	(8,301	)	497,049

During 2015, 221,182 shares vested related to the 2012 performance share grant. The aggregate intrinsic value of shares that vested during 2015, 2014 and 2013 was $4.9 million, $0.8 million and $2.7 million, respectively. The payment of the recipients' tax liability for shares vesting during 2015 of approximately $1.8 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 144,189.