Stock-Based Benefit Plans

The Company has two active stock incentive plans, one for employees (including officers) and one for non-employee directors. The Company’s active stock incentive plans provide for the granting of incentive stock options (solely to employees) and non-qualified stock options with a term of up to ten years at a price not less than the market price of the stock at the date of grant. The Company’s active stock incentive plans also provide for the issuance of stock appreciation rights and restricted and unrestricted stock awards and stock units, which may be performance-based.

The Company grants stock options, restricted stock and various types of restricted stock units to its employees and its non-employee directors under its stock incentive plans. Beginning in fiscal 2012, the Company changed the mix of stock-based compensation to its employees by reducing the number of stock options it grants and, in their place, issued non-performance- based restricted stock units as a form of compensation. At October 31, 2012, 2011 and 2010, the Company had 5,489,000, 6,712,000 and 8,038,000 shares, respectively, available for grant under its stock incentive plans.

The Company has one additional stock incentive plan for employees, officers and directors that is inactive except for outstanding stock option awards at October 31, 2012. No additional options may be granted under this plan. Stock options granted under this plan were made with a term of up to ten years at a price not less than the market price of the stock at the date of grant and generally vested over a four-year period for employees and a two-year period for non-employee directors.

The following table provides information regarding the amount of total stock-based compensation expense recognized by the Company for fiscal 2012, 2011 and 2010 (amounts in thousands):



	2012		2011		2010
Total stock-based compensation expense recognized	$	15,575	$	12,548	$	9,689
Income tax benefit recognized	$	5,711	$	4,793	$	3,711

At October 31, 2012, 2011 and 2010, the aggregate unamortized value of outstanding stock-based compensation awards was approximately $14.2 million, $12.7 million and $11.1 million, respectively.

Information about the Company’s more significant stock-based compensation programs is outlined below.

Stock Options:

Stock options granted to employees generally vest over a four-year period, although certain grants may vest over a longer or shorter period, and stock options granted to non-employee directors generally vest over a two-year period. Shares issued upon the exercise of a stock option are either from shares held in treasury or newly issued shares.

The fair value of each option award is estimated on the date of grant using a lattice-based option valuation model that uses assumptions noted in the following table. Expected volatilities were based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock and other factors. The expected lives of options granted were derived from the historical exercise patterns and anticipated future patterns and represent the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behaviors. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The following table summarizes the weighted-average assumptions and fair value used for stock option grants in each of the fiscal years ended October 31, 2012, 2011 and 2010.



	2012	2011	2010
Expected volatility	44.20% - 50.24%	45.38% - 49.46%	46.74% - 51.41%
Weighted-average volatility	46.99%	47.73%	49.51%
Risk-free interest rate	0.78% - 1.77%	1.64% - 3.09%	2.15% - 3.47%
Expected life (years)	4.59 - 9.06	4.29 - 8.75	4.44 - 8.69
Dividends	none	none	none
Weighted-average fair value per share of options granted	$8.70	$7.94	$7.63

The fair value of stock option grants is recognized evenly over the vesting period of the options or over the period between the grant date and the time the option becomes non-forfeitable by the employee, whichever is shorter. Stock option expense is generally included in the Company’s selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Information regarding the stock compensation expense, related to stock options, for fiscal 2012, 2011 and 2010 was as follows (amounts in thousands):



	2012		2011		2010
Stock compensation expense recognized - options	$	7,411	$	8,626	$	9,332

In fiscal 2010, as part of severance plans for certain employees, the Company extended the period in which an option could be exercised on 175,813 options. The Company expensed $552,000 related to these extensions in fiscal 2010. This amount is included in the stock-based compensation expense recognized in the table above.

At October 31, 2012, total compensation cost related to non-vested stock option awards not yet recognized was approximately $7.2 million and the weighted-average period over which the Company expects to recognize such compensation costs and tax benefit is 2.4 years.

The following table summarizes stock option activity for the Company’s plans during each of the fiscal years ended October 31, 2012, 2011 and 2010 (amounts in thousands, except per share amounts):



	2012				2011				2010
	Number of options		Weighted- average exercise price		Number of options		Weighted- average exercise price		Number of options		Weighted- average exercise price
Balance, beginning	12,868		$	20.94	14,339		$	19.36	16,123		$	17.73
Granted	777		20.50		1,103		19.32		1,015		18.39
Exercised	(2,941	)	12.52		(2,467	)	11.07		(2,498	)	8.72
Canceled	(35	)	20.67		(107	)	20.12		(301	)	17.03
Balance, ending	10,669		$	23.23	12,868		$	20.94	14,339		$	19.36
Options exercisable, at October 31,	8,540		$	24.09	10,365		$	21.24	11,670		$	19.00

The weighted average remaining contractual life (in years) for options outstanding and exercisable at October 31, 2012 was 4.5 and 3.6 years, respectively.

The intrinsic value of options outstanding and exercisable is the difference between the fair market value of the Company’s common stock on the applicable date (“Measurement Value”) and the exercise price of those options that had an exercise price that was less than the Measurement Value. The intrinsic value of options exercised is the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price.

The following table provides information pertaining to the intrinsic value of options outstanding and exercisable at October 31, 2012, 2011 and 2010 (amounts in thousands):



	2012	2011	2010
Intrinsic value of options outstanding	106,084	16,839	35,214
Intrinsic value of options exercisable	77,936	16,839	35,214

Information pertaining to the intrinsic value of options exercised and the fair value of options that became vested or modified in each of the fiscal years ended October 31, 2012, 2011 and 2010 is provided below (amounts in thousands):



	2012	2011	2010
Intrinsic value of options exercised	39,730	23,573	25,327
Fair value of options vested	10,079	11,027	12,336

The Company’s stock incentive plans permit optionees to exercise stock options using a “net exercise” method at the discretion of the Executive Compensation Committee of the Board of Directors (“Executive Compensation Committee”). In a net exercise, the Company withholds from the total number of shares that otherwise would be issued to an optionee upon exercise of the stock option that number of shares having a fair market value at the time of exercise equal to the option exercise price and applicable income tax withholdings and remits the remaining shares to the optionee. The following table provides information regarding the use of the net exercise method for fiscal 2012, 2011 and 2010.



	2012		2011		2010
Options exercised	303,412		194,000		1,201,372
Shares withheld	151,889		98,918		798,420
Shares issued	151,523		95,082		402,952
Average market value per share withheld	$	22.68	$	18.94	$	17.96
Aggregate market value of shares withheld (in thousands)	$	3,445	$	1,873	$	14,341

In addition, pursuant to the provisions of the Company’s stock incentive plans, optionees are permitted to use the value of the Company’s common stock that they own to pay for the exercise of options (“stock swap method”). The following table provides information regarding the use of the stock swap method for fiscal 2012, 2011 and 2010.



	2012		2011		2010
Options exercised	19,686		28,900		29,512
Shares tendered	8,224		14,807		14,459
Shares issued	11,462		14,093		15,053
Average market value per share withheld	$	25.52	$	20.53	$	19.71
Aggregate market value of shares tendered (in thousands)	$	210	$	304	$	285

Performance Based Restricted Stock Units:

In December 2011, the Executive Compensation Committee approved awards of performance-based restricted stock units (“Performance-Based RSUs”) relating to shares of the Company’s common stock to certain of its senior management. The use of Performance-Based RSUs replaced the use of stock price-based restricted stock units awarded in prior years. The Performance-Based RSUs are based on the attainment of certain performance metrics of the Company in fiscal 2012. The number of shares underlying the Performance-Based RSUs that will be issued to the recipients may range from 90% to 110% of the base award depending on actual performance metrics as compared to the target performance metrics. The Performance-Based RSUs vest over a four-year period provided the recipients continue to be employed by the Company or serve on the Board of Directors of the Company (as applicable) as specified in the award document.

The value of the Performance-Based RSUs was determined to be equal to the estimated number of shares of the Company’s common stock to be issued multiplied by the closing price of the Company’s common stock on the New York Stock Exchange ("NYSE") on the date the Performance-Based RSUs were awarded. The Company evaluates the performance-based metrics quarterly and estimates the number of shares underlying the RSUs that are probable of being issued. The following table provides information regarding the issuance, valuation assumptions and amortization of the Company’s Performance-Based RSUs issued in fiscal 2012.



	2012
Number of shares underlying Performance-Based RSUs to be issued	370,176
Closing price of the Company’s common stock on date of issuance	$	20.50
Estimated aggregate fair value of Performance-Based RSUs issued (in thousands)	$	7,589
Performance-Based RSU expense recognized (in thousands)	$	3,953
Unamortized value of Performance-Based RSUs at October 31, 2012 (in thousands)	$	3,636

Stock Price-Based Restricted Stock Units:

In each of December 2010, 2009 and 2008, the Executive Compensation Committee approved awards to certain of its executives of market performance-based restricted stock units (“Stock Price-Based RSUs”) relating to shares of the Company’s common stock. In fiscal 2012, the Company adopted a Performance-Based Restricted Stock Award program to replace the Stock Price-Based RSU program. The Stock Price-Based RSUs will vest and the recipients will be entitled to receive the underlying shares if the average closing price of the Company’s common stock on the NYSE, measured over any 20 consecutive trading days ending on or prior to five years from date of issuance of the Stock Price-Based RSUs increases 30% or more over the closing price of the Company’s common stock on the NYSE on the date of issuance (“Target Price”), provided the recipients continue to be employed by the Company or serve on the Board of Directors of the Company (as applicable) as specified in the award document. In fiscal 2012, the Target Price of the Stock Price-Based RSUs issued in December 2010, 2009 and 2008 were met. The Stock Price-Based RSUs issued in December 2008 were paid in fiscal 2012. The recipient of this RSU elected to use a portion of the shares underlying the RSU to pay the required income withholding taxes on the payout. The gross value of the RSU payout was $5,934,000 (200,000 shares), the income tax withholding was $2,409,000 (81,200 shares) and the net value of the shares delivered was $3,525,000 (118,800 shares).

The Company determined the aggregate value of the Stock Price-Based RSUs using a lattice-based option pricing model. Expenses related to the Stock Price-Based RSUs are included in the Company’s selling, general and administrative expenses. The following table provides information regarding the issuance, valuation assumptions, amortization and unamortized balances of the Company’s Stock Price-Based RSUs in and at the relevant periods and dates in fiscal 2012, 2011 and 2010.



	2012		2011			2010
Stock Price-Based RSUs issued:
Number issued	—		306,000			200,000
Closing price of the Company’s common stock on date of issuance			$	19.32		$	18.38
Target price			$	25.12		$	23.89
Volatility			48.22		%	49.92		%
Risk-free interest rate			1.99		%	2.43		%
Expected life			3.0 years			3.0 years
Aggregate fair value of Performance-Based RSUs issued (in thousands)			$	4,994		$	3,160
Stock Price-Based RSU expense recognized (in thousands)	$	2,887	$	3,701		$	2,121



	2012		2011		2010
At October 31:
Aggregate outstanding Stock Price-Based RSUs	506,000		706,000		400,000
Cumulative unamortized value of Stock Price-Based RSUs (in thousands)	$	2,042	$	4,929	$	3,636

Non-performance Based Restricted Stock Units:

In December 2012, 2011 and 2010, the Company issued restricted stock units (“RSUs”) to various officers and employees. These RSUs generally vest in annual installments over a four-year period. The value of the RSUs was determined to be equal to the number of shares of the Company’s common stock to be issued pursuant to the RSUs, multiplied by the closing price of the Company’s common stock on the NYSE on the date the RSUs were awarded. The following table provides information regarding these RSUs.



	2012		2011		2010
Non-performance-Based RSUs issued:
Number issued	107,820		15,497		19,663
Closing price of the Company’s common stock on date of issuance	$	20.50	$	19.32	$	18.38
Aggregate fair value of RSUs issued (in thousands)	$	2,210	$	299	$	361
Non-performance-Based RSU expense recognized (in thousands):
Twelve months ended October 31,	$	156	$	144	$	138



	2012		2011		2010
At October 31:
Aggregate Non-performance-Based RSUs outstanding	137,764		30,994		19,663
Cumulative unamortized value of Non-performance-Based RSUs (in thousands)	$	1,326	$	379	$	224

Restricted Stock Units in Lieu of Compensation

In December 2008, the Company issued restricted stock units (“RSUs”) relating to 62,051 shares of the Company’s common stock to a number of employees in lieu of a portion of the employees’ bonuses and in lieu of a portion of one employee’s 2009 salary. These RSUs, although not subject to forfeiture, will vest in annual installments over a four-year period, unless accelerated due to death, disability or termination of employment, as more fully described in the RSU award document. Because the RSUs are non-forfeitable, the value of the RSUs was determined to be equal to the number of shares of the Company’s common stock to be issued pursuant to the RSUs multiplied by $21.70, the closing price of the Company’s common stock on the NYSE on December 19, 2008, the date the RSUs were awarded. The amount applicable to employee bonuses was charged to the Company’s accrual for bonuses that it made in fiscal 2008 and the amount applicable to salary deferral ($130,000) was charged to selling, general and administrative expense in the three-month period ended January 31, 2009. The Company’s stock incentive plan permits the Company to withhold from the total number of shares that otherwise would be issued to a RSU recipient upon distribution that number of shares having a fair value at the time of distribution equal to the applicable income tax withholdings due and remit the remaining shares to the RSU participant. The following table provides information relating to the distribution of shares and the withholding of taxes on the RSUs for fiscal 2012, 2011 and 2010.



	2012		2011		2010
Shares withheld	356		741		924
Shares issued	7,982		8,975		2,749
Value of shares withheld (in thousands)	$	10	$	15	$	17

At October 31, 2012, 2011 and 2010, approximately 38,000, 46,000 and 56,000 RSUs, respectively, were outstanding.

Employee Stock Purchase Plan

The Company’s employee stock purchase plan enables substantially all employees to purchase the Company’s common stock at 95% of the market price of the stock on specified offering dates without restriction or at 85% of the market price of the stock on specified offering dates subject to restrictions. The plan, which terminates in December 2017, provides that 1.2 million shares be reserved for purchase. At October 31, 2012, 594,000 shares were available for issuance.

The following table provides information regarding the Company’s employee stock purchase plan for fiscal 2012, 2011 and 2010.



	2012		2011		2010
Shares issued	18,456		23,079		23,587
Average price per share	$	22.58	$	15.59	$	16.20
Compensation expense recognized (in thousands)	$	63	$	54	$	57