Stock Compensation Plans

12 Months Ended

Feb. 02, 2019

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

H. STOCK COMPENSATION PLANS

The Company has one active stock-based compensation plan: the 2016 Incentive Compensation Plan (the “2016 Plan”). The initial share reserve under the 2016 Plan was 5,725,538 shares of our common stock. A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduced the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. At February 2, 2019, the Company had 4,544,136 shares available under the 2016 Plan.

In accordance with the terms of the 2016 Plan, any shares outstanding under the previous 2006 Incentive Compensation Plan (the “2006 Plan”) at August 4, 2016 that subsequently terminate, expire or are cancelled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with stock options being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis. At February 2, 2019, there are 784,251 stock options and 125,399 full-value awards that remain outstanding under the 2006 Plan.

The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable or otherwise forfeitable unless such award has been outstanding for a minimum period of one year from its date of grant.

The following tables summarize the stock option activity and share activity for the Company’s 2006 Plan and 2016 Plan, on a combined basis, during fiscal 2018:

Stock Option Activity

	Number of Shares			Weighted-average exercise price per option		Weighted-average remaining contractual term	Aggregate intrinsic value
Stock Options
Outstanding options at beginning of year		1,195,910		$	4.80		$	21,750
Options granted		153,888		$	2.48			-
Options canceled or expired		(387,398	)	$	4.67			2,000
Options exercised		(5,000	)	$	1.85			7,900

Outstanding options at end of year		957,400		$	4.50	5.0 years	$	16,878
Options exercisable at end of year		803,512		$	4.89	4.2 years	$	8,050
Vested and expected to vest at end of year		935,539		$	4.54	4.9 years	$	16,441

During fiscal 2018 5,000 stock options were net settled, resulting in the issuance of 2,303 shares. There were no exercises of options during fiscal 2017.

Non-Vested Share Activity

The following table summarizes activity for non-vested shares under the plans for fiscal 2018:

	Restricted shares			Restricted Stock Units ⁽¹⁾			Deferred shares ⁽²⁾			Fully-vested shares ⁽³⁾			Total number of shares			Weighted-average grant-date fair value ⁽⁴⁾
Shares
Outstanding non-vested shares at beginning of year		36,666			1,048,552			115,457			—			1,200,675		$	3.43
Shares granted		30,000			1,057,071			99,300			124,275			1,310,646		$	2.50
Shares vested/issued		(3,333	)		(627,220	)		(10,717	)		(124,275	)		(765,545	)	$	3.00
Shares canceled		(33,333	)		(105,775	)		—			—			(139,108	)	$	2.81
Outstanding non-vested shares at end of year		30,000			1,372,628			204,040			—			1,606,668		$	2.93
Vested and expected to vest at end of year		30,000			1,166,734			204,040			—			1,400,774

(1)

RSU were primarily granted in connection with the partial achievement of performance targets under the 2016-2017 LTIP and time-based awards under the 2018-2020 LTIP, see Note G, Long-Term Incentive Plans. As a result of net share settlements, of the 627,220 RSUs which vested during fiscal 2018, only 573,094 shares of common stock were issued.

(2)

The 99,300 shares of deferred stock, with a fair value of approximately $218,198, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock vest three years from the date of grant or at separation of service, based on the irrevocable election of each director.

(3)

The 124,275 shares of stock, with a fair value of approximately $268,376 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Fourth Amended and Restated Non-Employee Director Stock Purchase Plan (the “Non-Employee Director Compensation Plan”).

(4)	The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the date of grant.

Total unrecognized stock compensation of $2.0 million at February 2, 2019 is expected to be recognized over a weighted-average period of 32 months.

Non-Employee Director Compensation Plan

In January 2010, the Company established a Non-Employee Director Stock Purchase Plan to provide a convenient method for its non-employee directors to acquire shares of the Company’s common stock at fair market value by voluntarily electing to receive shares of common stock in lieu of cash for service as a director. The substance of this plan is now encompassed within the Company’s Fourth Amended and Restated Non-Employee Director Compensation Plan.

Non-employee directors are required to take 50% of their annual retainer, which is paid quarterly, in equity. Any shares of stock, deferred stock or stock options issued to a director as part of this 50% requirement are issued from the 2016 Plan. Only discretionary elections of equity will be issued from the Non-Employee Director Compensation Plan.

The following shares of common stock, with the respective fair value, were issued to its non-employee directors as compensation for fiscal 2018, fiscal 2017 and fiscal 2016:

	Number of shares of common stock issued		Fair value of common stock issued
Fiscal 2018		48,896	$	107,605
Fiscal 2017		42,450	$	96,856
Fiscal 2016		14,509	$	68,456