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 2016 Form 10-K, are expensed and reported as nonvested shares. We recognized share-based compensation expense of $6.6 million and $8.1 million in the third quarter of 2017 and the third quarter of 2016, respectively, and $21.1 million and $24.8 million for the year-to-date 2017 and the year-to-date 2016, 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 2017:



	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at January 28, 2017	771,521		$	42.12
Granted	180,196		51.49
Vested	(311,180	)	43.27
Forfeited	(9,893	)	42.71
Outstanding non-vested restricted stock at April 29, 2017	630,644		$	44.22
Granted	24,710		48.75
Vested	(33,104	)	46.11
Forfeited	(1,021	)	48.99
Outstanding non-vested restricted stock at July 29, 2017	621,229		$	44.29
Granted	830		51.00
Vested	(22,806	)	32.23
Forfeited	(3,901	)	44.71
Outstanding non-vested restricted stock at October 28, 2017	595,352		$	44.76

The non-vested restricted stock units granted in the year-to-date 2017 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award, if it is probable that certain threshold financial performance objectives will be achieved and the grantee remains employed by us through the vesting dates.

The non-vested restricted stock awards granted in 2013 have met the applicable threshold financial performance objective and will vest in 2018 on the five-year anniversary of the grant date of the award.

Non-vested Stock Awards to Non-Employee Directors

In the second quarter of 2017, 16,816 common shares underlying the restricted stock awards granted in 2016 to the non-employee members of our Board of Directors vested on the trading day immediately preceding our 2017 Annual Meeting of Shareholders. These awards were part of the annual compensation to the non-employee members of the Board of Directors. Additionally, in the second quarter of 2017, the chairman of our Board of Directors received an annual restricted stock unit grant having a grant date fair value of approximately $200,000. The remaining non-employees elected to our Board of Directors at our 2017 Annual Meeting of Shareholders each received an annual restricted stock unit grant having a grant date fair value of approximately $135,000. The 2017 restricted stock units will vest on the earlier of (1) the trading day immediately preceding our 2018 Annual Meeting of Shareholders, or (2) the non-employee director’s death or disability. However, the restricted stock units 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 the year-to-date 2017, we issued performance share units (“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. 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 that have been issued and are outstanding as follows:



Issue Year	PSUs at October 28, 2017	Actual Grant Date	Expected Valuation (Grant) Date	Actual or Expected Expense Period
2015	250,219	March 2017		Fiscal 2017
2016	339,847		March 2018	Fiscal 2018
2017	270,721		March 2019	Fiscal 2019
Total	860,787

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 28, 2017, we estimate the attainment of an average performance that is greater than the targets established for the PSUs issued in 2015. In the year-to-date 2017 and the year-to-date 2016, we recognized $11.7 million and $13.1 million, respectively in share-based compensation expense related to PSUs.

The following table summarizes the activity related to PSUs for the year-to-date 2017:



	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs at January 28, 2017	360,357		$	41.04
Granted	259,042		51.49
Vested	(360,357	)	41.04
Forfeited	(7,730	)	51.49
Outstanding PSUs at April 29, 2017	251,312		$	51.49
Granted	—		—
Vested	—		—
Forfeited	(841	)	51.49
Outstanding PSUs at July 29, 2017	250,471		$	51.49
Granted	—		—
Vested	—		—
Forfeited	(252	)	51.49
Outstanding PSUs at October 28, 2017	250,219		$	51.49

Stock Options

The following table summarizes stock option activity for the year-to-date 2017:



	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 28, 2017	589,675		$	38.75
Exercised	(104,987	)	36.88
Forfeited	(5,000	)	36.93
Outstanding stock options at April 29, 2017	479,688		$	39.18	2.2	$	5,424
Exercised	(41,687	)	37.00
Forfeited	—		—
Outstanding stock options at July 29, 2017	438,001		$	39.39	1.9	$	4,835
Exercised	(75,125	)	39.92
Forfeited	—		—
Outstanding stock options at October 28, 2017	362,876		$	39.28	1.8	$	4,550
Vested or expected to vest at October 28, 2017	362,876		$	39.28	1.8	$	4,550
Exercisable at October 28, 2017	352,562		$	39.35	1.8	$	4,398

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. With the adoption of ASU 2016-09, we have eliminated 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)	2017		2016		2017		2016
Total intrinsic value of stock options exercised	$	875	$	549	$	2,952	$	6,129
Total fair value of restricted stock vested	1,114		397		18,943		11,469
Total fair value of performance shares vested	—		—		21,026		621

The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2016 and 2017, at October 28, 2017 was approximately $18.0 million. This compensation cost is expected to be recognized through October 2020 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.5 years from October 28, 2017.