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 2017 Form 10-K, are expensed and reported as non-vested shares. We recognized share-based compensation expense of $4.5 million and $6.6 million in the third quarter of 2018 and the third quarter of 2017, respectively, and $21.7 million and $21.1 million for the year-to-date 2018 and the year-to-date 2017, 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 2018:



	Number of Shares		Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock at February 3, 2018	589,843		$	44.77
Granted	212,456		47.36
Vested	(365,667	)	42.19
Forfeited	(26,597	)	43.51
Outstanding non-vested restricted stock at May 5, 2018	410,035		$	47.92
Granted	36,243		40.75
Vested	(22,343	)	48.52
Forfeited	(10,139	)	43.03
Outstanding non-vested restricted stock at August 4, 2018	413,796		$	47.38
Granted	104,091		43.08
Vested	(25,003	)	43.16
Forfeited	(11,121	)	48.15
Outstanding non-vested restricted stock at November 3, 2018	481,763		$	46.54

The non-vested restricted stock units granted in the year-to-date 2018 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 met the applicable threshold financial performance objective and vested in the first quarter of 2018.

Non-vested Stock Units to Non-Employee Directors

In the second quarter of 2018, 17,915 common shares underlying the restricted stock units granted in 2017 to the non-employee members of our Board of Directors vested on the trading day immediately preceding our 2018 Annual Meeting of Shareholders. These units were part of the annual compensation to the non-employee members of the Board of Directors. Additionally, in the second quarter of 2018, 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 2018 Annual Meeting of Shareholders and the new non-employee directors appointed by the Board of Directors during the second quarter of 2018 each received an annual restricted stock unit grant having a grant date fair value of approximately $135,000. The 2018 restricted stock units will vest on the earlier of (1) the trading day immediately preceding our 2019 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 2018, 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 as follows:



Issue Year	Outstanding PSUs at November 3, 2018	Actual Grant Date	Expected Valuation (Grant) Date	Actual or Expected Expense Period
2016	282,083	March 2018		Fiscal 2018
2017	222,323		March 2019	Fiscal 2019
2018	237,422		March 2020	Fiscal 2020
Total	741,828

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 November 3, 2018, we estimate the attainment of an average performance that is slightly lower than the targets established for the PSUs issued in 2016. We recognized $2.1 million and $3.6 million in the third quarter of 2018 and the third quarter of 2017, respectively, and $13.3 million and $11.7 million in the year-to-date 2018 and the year-to-date 2017, respectively, of share-based compensation expense related to PSUs.

The following table summarizes the activity related to PSUs for the year-to-date 2018:



	Number of Units		Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs at February 3, 2018	249,324		$	51.49
Granted	337,421		55.67
Vested	(247,130	)	51.49
Forfeited	(44,146	)	43.94
Outstanding PSUs at May 5, 2018	295,469		$	55.64
Granted	—		—
Vested	(2,194	)	51.49
Forfeited	(2,512	)	55.67
Outstanding PSUs at August 4, 2018	290,763		$	55.67
Granted	—		—
Vested	—		—
Forfeited	(8,680	)	55.67
Outstanding PSUs at November 3, 2018	282,083		$	55.67

Stock Options

The following table summarizes stock option activity for the year-to-date 2018:



	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (000's)
Outstanding stock options at February 3, 2018	280,626		$	39.04
Exercised	(625	)	31.76
Forfeited	—		—
Outstanding stock options at May 5, 2018	280,001		$	39.06	1.5	$	930
Exercised	—		—
Forfeited	—		—
Outstanding stock options at August 4, 2018	280,001		$	39.06	1.2	$	1,795
Exercised	(42,500	)	43.28
Forfeited	—		—
Outstanding stock options at November 3, 2018	237,501		$	38.30	1.0	$	1,136
Vested or expected to vest at November 3, 2018	237,501		$	38.30	1.0	$	1,136
Exercisable at November 3, 2018	237,501		$	38.30	1.0	$	1,136

The stock options granted in prior years vested in equal amounts on the first four anniversaries of the grant date and have a contractual term of seven years.

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



	Third Quarter				Year-to-Date
(In thousands)	2018		2017		2018		2017
Total intrinsic value of stock options exercised	$	220	$	875	$	228	$	2,952
Total fair value of restricted stock vested	1,042		1,114		19,230		18,943
Total fair value of performance shares vested	—		—		12,792		21,026

The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2017 and 2018, at November 3, 2018 was approximately $19.1 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 1.7 years from November 3, 2018.