NOTE 5 – SHARE-BASED PLANS

We have issued nonqualified stock options and restricted stock awards under our shareholder-approved equity compensation plans. Our restricted stock awards, as described below and in note 7 to the consolidated financial statements in our 2010 Form 10-K, are expensed and reported as nonvested shares. We recognized share-based compensation expense of $6.8 million and $7.8 million in the first quarter of 2011 and the first quarter of 2010, respectively.

The weighted-average fair value of stock options granted and assumptions used in the model to estimate the fair value of stock options granted during each of the respective periods were as follows:

	First Quarter
	2011			2010

Weighted-average fair value of stock options granted	$	14.55		$	13.67
Risk-free interest rate		1.8	%		2.2	%
Expected life (years)		4.2			4.2
Expected volatility		41.7	%		45.7	%
Expected annual forfeiture rate		1.5	%		1.5	%

The following table summarizes stock option activity for the first quarter of 2011:

	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 29, 2011		3,578,683		$	24.59
Granted		878,000			41.19
Exercised		(162,525	)		21.34
Forfeited		(42,350	)		33.58
Outstanding stock options at April 30, 2011		4,251,808		$	28.05		4.9	$	55,582
Vested and expected to vest at April 30, 2011		4,183,389		$	28.07		4.9	$	54,606
Exercisable at April 30, 2011		1,981,682		$	22.63		3.7	$	36,616

The stock options granted in the first quarter of 2011 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 nonvested restricted stock activity for the first quarter of 2011:

	Number of Shares			Weighted Average Grant-Date Fair Value Per Share
Outstanding nonvested restricted stock at January 29, 2011		503,784		$	35.88
Granted		532,900			41.21
Vested		(250,000	)		35.92
Forfeited		(3,900	)		37.50
Outstanding nonvested restricted stock at April 30, 2011		782,784		$	39.48

The nonvested restricted stock awards granted in the first quarter of 2011 (other than the award granted to our Chairman, CEO and President, Steven S. Fishman) vest if certain financial performance objectives are achieved. If we meet a threshold financial performance objective and the recipient 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 recipient 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. The restricted stock will also vest on a prorated basis in the event that the recipient dies or becomes disabled after we meet the threshold financial performance objective but before the lapse of five years. On the grant date, we estimated a three-year period for vesting of the nonvested restricted stock awards granted in 2011 based on the projected achievement of the higher financial performance objective. The nonvested restricted stock award granted to Mr. Fishman in 2011 vests if we achieve a corporate financial goal for 2011 and he is employed by us on the anniversary of the grant date of the award. If either of the conditions is not achieved, the nonvested restricted stock award is forfeited. If both of the conditions are achieved, Mr. Fishman's 2011 nonvested restricted stock will vest on the first trading day after we file our 2011 Form 10-K with the SEC.

During the first quarter of 2011 and the first quarter of 2010, the following activity occurred under our share-based compensation plans:

	First Quarter
	2011		2010
(In thousands)
Total intrinsic value of stock options exercised	$	3,167	$	28,456
Total fair value of restricted stock vested		10,898		30,091

The total unearned compensation cost related to all share-based awards outstanding at April 30, 2011 was approximately $48.7 million. This compensation cost is expected to be recognized through April 2015 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.9 years from April 30, 2011.