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Share-Based Plans
3 Months Ended
Apr. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
SHARE-BASED PLANS
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 2015 Form 10-K, are expensed and reported as nonvested shares.  We recognized share-based compensation expense of $8.5 million and $3.6 million in the first quarter of 2016 and the first quarter of 2015, respectively.

Non-vested Restricted Stock
The following table summarizes the non-vested restricted stock awards and restricted stock units activity for the first quarter of 2016:

Number of Shares
Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at January 30, 2016
785,149

$
40.96

Granted
241,897

45.11

Vested
(215,582
)
41.94

Forfeited


Outstanding non-vested restricted stock at April 30, 2016
811,464

$
41.94



The non-vested restricted stock units granted in the first quarter of 2016 generally vest 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 January 31, 2015, we estimated a five-year period for vesting 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.

Performance Share Units
In 2013, in connection with his appointment as CEO and President, Mr. 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. The performance share units have a contractual term of seven years. If the performance goals applicable to the performance share units are not achieved prior to expiration, the awards will be forfeited.

In the first quarter of 2016, we issued 0.4 million performance share units, 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 April 30, 2016, 1.0 million nonvested PSUs, excluding the awards granted to Mr. Campisi in connection with his appointment as CEO and President, were outstanding. 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. 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 have begun or expect to begin recognizing expense related to PSUs as follows:
Issue Year
Outstanding PSUs at April 30, 2016
Actual Grant Date
Expected Valuation (Grant) Date
Actual or Expected Expense Period
2014
379,794

March 2016
 
Fiscal 2016
2015
273,340

 
March 2017
Fiscal 2017
2016
362,972

 
March 2018
Fiscal 2018
Total
1,016,106

 
 
 


The number of shares to be distributed upon vesting of the PSUs depends on the average performance attained during the three-year performance period as compared to the targets defined by the Compensation Committee, and may result in the distribution of an amount of shares that is greater or less than the number of PSUs granted, as defined in the award agreement. At April 30, 2016, we estimate the attainment of an average performance that is greater than the targets established for the PSUs issued in 2014. During the first quarter of 2016, we recognized $4.4 million in share-based compensation expense related to PSUs.

The following table summarizes the activity related to PSUs for the first quarter of 2016:
 
PSUs, excluding 2013 CEO PSUs
 
2013 CEO PSUs
 
Number of Shares
Weighted Average Grant-Date Fair Value Per Share
 
Number of Shares
Weighted Average Grant-Date Fair Value Per Share
Outstanding performance share units at January 30, 2016

$

 
12,600

$
34.06

Granted
379,794

41.04

 


Vested


 


Forfeited


 


Outstanding performance share units at April 30, 2016
379,794

$
41.04

 
12,600

$
34.06



Stock Options
The following table summarizes stock option activity for the first quarter of 2016:

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 30, 2016
1,174,902

$
38.26

 
 
Exercised
(78,813
)
34.66

 
 
Forfeited


 
 
Outstanding stock options at April 30, 2016
1,096,089

$
38.52

3.0
$
8,042

Vested or expected to vest at April 30, 2016
1,091,213

$
38.54

3.0
$
7,993

Exercisable at April 30, 2016
842,651

$
39.30

2.7
$
5,532



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 activity occurred under our share-based plans during the respective periods shown:
 
First Quarter
(In thousands)
2016
 
2015
Total intrinsic value of stock options exercised
$
800

 
$
4,783

Total fair value of restricted stock vested
9,783

 
4,782

Total fair value of performance shares vested

 



The total unearned compensation cost related to all share-based awards outstanding at April 30, 2016 was approximately $36.4 million.  This compensation cost is expected to be recognized through March 2019 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.6 years from April 30, 2016.