SHARE-BASED PLANS

We have issued nonqualified stock options, restricted stock awards, restricted stock units, and performance share units under our shareholder-approved equity compensation plans. Our restricted stock awards and restricted stock units, as described below and/or in note 7 to the consolidated financial statements in our 2014 Form 10-K, are expensed and reported as nonvested shares. We recognized share-based compensation expense of $3.2 million and $3.0 million in the third quarter of 2015 and the third quarter of 2014, respectively, and $10.0 million and $8.0 million for the year-to-date 2015 and the year-to-date 2014, respectively.

The following table summarizes stock option activity for the year-to-date 2015:



	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (000's)
Outstanding stock options at January 31, 2015	1,703,213		$	37.59
Exercised	(398,098	)	37.66
Forfeited	(56,300	)	34.95
Outstanding stock options at May 2, 2015	1,248,815		$	37.69	3.9	$	10,538
Exercised	(5,725	)	35.95
Forfeited	—		—
Outstanding stock options at August 1, 2015	1,243,090		$	37.70	3.7	$	7,013
Exercised	(44,438	)	23.69
Forfeited	(20,000	)	38.15
Outstanding stock options at October 31, 2015	1,178,652		$	38.22	3.5	$	9,287
Vested or expected to vest at October 31, 2015	1,134,649		$	38.24	3.5	$	8,922
Exercisable at October 31, 2015	695,712		$	38.69	3.0	$	5,154

The stock options granted in prior years vest in equal amounts on the first four anniversaries of the grant date and have a contractual term of seven years. The number of stock options expected to vest was based on our annual forfeiture rate assumption.

The following table summarizes the non-vested restricted stock awards and restricted stock units activity for the year-to-date 2015:



	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at January 31, 2015	744,805		$	38.13
Granted	189,778		49.33
Vested	(95,908	)	37.16
Forfeited	(16,122	)	34.36
Outstanding non-vested restricted stock at May 2, 2015	822,553		$	40.90
Granted	26,163		46.17
Vested	(24,551	)	43.01
Forfeited	(1,504	)	48.67
Outstanding non-vested restricted stock at August 1, 2015	822,661		$	41.02
Granted	1,676		44.56
Vested	(6,412	)	38.37
Forfeited	(23,130	)	41.80
Outstanding non-vested restricted stock at October 31, 2015	794,795		$	41.02

The non-vested restricted stock units granted in the first, second, and third quarters of 2015 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award, if certain threshold financial performance objectives are achieved and the grantee remains employed by us through the vesting dates.

The non-vested restricted stock awards granted in prior years vest if certain financial performance objectives are achieved. If we meet a threshold financial performance objective and the grantee remains employed by us, the restricted stock will vest on the opening of our first trading window five years after the grant date of the award. If we meet a higher financial performance objective and the grantee remains employed by us, the restricted stock will vest on the first trading day after we file our Annual Report on Form 10-K with the SEC for the fiscal year in which the higher objective is met.

As of October 31, 2015, we estimated a five-year period for vesting, and therefore expensing, of all non-vested restricted stock awards granted in prior years, as we do not anticipate achieving the higher financial performance objective for any outstanding grants.

In 2013, in connection with his appointment as CEO and President, Mr. David J. Campisi was awarded 37,800 performance share units (“PSUs”), which vest based on the achievement of share price performance goals that had a weighted average grant-date fair value per share of $34.68. At October 31, 2015, 12,600 PSUs remain unvested and outstanding. The PSUs have a contractual term of seven years. If the performance goals applicable to the remaining PSUs are not achieved prior to expiration, the awards will be forfeited.

In the year-to-date 2015, we issued 238,130 PSUs, net of forfeitures, to certain members of management, which vest if certain financial performance objectives are achieved over a three-year performance period and the grantee remains employed by us during that period. At October 31, 2015, 671,480 nonvested PSUs, excluding the awards granted to Mr. Campisi at his appointment as CEO and President, were outstanding in the aggregate. The financial performance objectives for each fiscal year within the three-year performance period are approved by the Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year. As a result of the process used to establish the financial performance objectives, we will only meet the requirements of establishing a grant date for the PSUs when we communicate the financial performance objectives for the third fiscal year of the award to the award recipients, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period. Therefore, we have recognized no expense for the PSUs that have been issued in 2014 and 2015 during the year-to-date 2015. If we meet the applicable threshold financial performance objectives over the three-year performance period and the grantee remains employed by us through the end of the performance period, the PSUs will vest on the first trading day after we file our Annual Report on Form 10-K for the last fiscal year in the performance period. We expect to begin recognizing expense related to PSUs as follows:



Issue Year	Outstanding PSUs at October 31, 2015	Expected Valuation Date	Expected Expense Period
2014	389,949	March 2016	Fiscal 2016
2015	281,531	March 2017	Fiscal 2017
Total	671,480

In the second quarter of 2015, 20,400 common shares underlying the restricted stock awards granted in 2014 to the non-employee members of our Board of Directors vested on the trading day immediately preceding our 2015 Annual Meeting of Shareholders. These awards were part of the annual compensation granted in 2014 to the non-employee members of the Board of Directors. Additionally, in the second quarter of 2015, each non-employee elected to our Board of Directors at our 2015 Annual Meeting of Shareholders received an annual restricted stock award having a grant date fair value of approximately $110,000. The 2015 restricted stock awards will vest on the earlier of (1) the trading day immediately preceding our 2016 Annual Meeting of Shareholders, or (2) the non-employee director’s death or disability. However, the restricted stock award will not vest if the non-employee director ceases to serve on our Board of Directors before either vesting event occurs.

The following activity occurred under our share-based plans during the respective periods shown:



	Third Quarter				Year-to-Date
(In thousands)	2015		2014		2015		2014
Total intrinsic value of stock options exercised	$	1,098	$	11,050	$	5,940	$	16,980
Total fair value of restricted stock vested	295		1,325		6,207		2,736
Total fair value of performance shares vested	—		585		—		1,143

The total unearned compensation cost related to all share-based awards outstanding, excluding performance share units, at October 31, 2015 was approximately $19.4 million. This compensation cost is expected to be recognized through January 2019 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.5 years from October 31, 2015.