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 $8.1 million and $3.2 million in the third quarter of 2016 and the third quarter of 2015, respectively, and $24.8 million and $10.0 million for the year-to-date 2016 and the year-to-date 2015, respectively.

Non-vested Restricted Stock

The following table summarizes the non-vested restricted stock awards and restricted stock units activity for the year-to-date 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
Granted	18,147		51.93
Vested	(27,982	)	44.36
Forfeited	(18,925	)	43.34
Outstanding non-vested restricted stock at July 30, 2016	782,704		$	42.05
Granted	1,748		51.45
Vested	(8,035	)	35.92
Forfeited	(4,084	)	46.59
Outstanding non-vested restricted stock at October 29, 2016	772,333		$	42.12

The non-vested restricted stock units granted in the first, second, and third quarters of 2016 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 January 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.

Non-vested Stock Awards to Non-Employee Directors

In the second quarter of 2016, 19,104 common shares underlying the restricted stock awards granted in 2015 to the non-employee members of our Board of Directors vested on the trading day immediately preceding our 2016 Annual Meeting of Shareholders. These awards were part of the annual compensation granted in 2015 to the non-employee members of the Board of Directors. Additionally, in the second quarter of 2016, each non-employee elected to our Board of Directors at our 2016 Annual Meeting of Shareholders received an annual restricted stock award having a grant date fair value of approximately $110,000. The 2016 restricted stock awards will vest on the earlier of (1) the trading day immediately preceding our 2017 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.

Performance Share Units

In 2013, in connection with his appointment as CEO and President, Mr. David J. Campisi was awarded 37,800 performance share units (“PSUs”). Mr. Campisi’s PSU award fully vested during the second quarter of 2016.

In the year-to-date 2016, we issued PSUs 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 29, 2016, 971,595 nonvested PSUs 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. 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 October 29, 2016	Actual Grant Date	Expected Valuation (Grant) Date	Actual or Expected Expense Period
2014	360,357	March 2016		Fiscal 2016
2015	259,042		March 2017	Fiscal 2017
2016	352,196		March 2018	Fiscal 2018
Total	971,595

The number of shares to be distributed upon vesting of the PSUs depends on our 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 October 29, 2016, we estimate the attainment of an average performance that is greater than the targets established for the PSUs issued in 2014. In the year-to-date 2016, we recognized $13.1 million in share-based compensation expense related to PSUs.

The following table summarizes the activity related to PSUs for the year-to-date 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 PSUs at January 30, 2016	—		$	—	12,600		$	34.06
Granted	379,794		41.04		—		—
Vested	—		—		—		—
Forfeited	—		—		—		—
Outstanding PSUs at April 30, 2016	379,794		$	41.04	12,600		$	34.06
Granted	—		—		—		—
Vested	—		—		(12,600	)	34.06
Forfeited	(15,511	)	41.04		—		—
Outstanding PSUs at July 30, 2016	364,283		$	41.04	—		$	—
Granted	—		—		—		—
Vested	—		—		—		—
Forfeited	(3,926	)	41.04		—		—
Outstanding PSUs at October 29, 2016	360,357		$	41.04	—		$	—

Stock Options

The following table summarizes stock option activity for the year-to-date 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
Exercised	(375,776	)	38.69
Forfeited	(10,000	)	36.03
Outstanding stock options at July 30, 2016	710,313		$	38.47	2.9	$	10,451
Exercised	(37,450	)	37.14
Forfeited	(2,500	)	35.03
Outstanding stock options at October 29, 2016	670,363		$	38.55	2.7	$	3,197
Vested or expected to vest at October 29, 2016	668,320		$	38.56	2.7	$	3,182
Exercisable at October 29, 2016	487,800		$	39.52	2.5	$	1,887

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:



	Third Quarter				Year-to-Date
(In thousands)	2016		2015		2016		2015
Total intrinsic value of stock options exercised	$	549	$	1,098	$	6,129	$	5,940
Total fair value of restricted stock vested	397		295		11,469		6,207
Total fair value of performance shares vested	—		—		621		—

The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2015 and 2016, at October 29, 2016 was approximately $21.3 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 1.4 years from October 29, 2016.