Stock Compensation Plans

12 Months Ended

Jan. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Compensation Plans

I. 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.  The Company’s shareholders approved amendments to increase the share reserve

by 2,800,000 shares on August 8, 2019 and by an additional 1,740,000 shares on August 12, 2020.  At January 30, 2021, the Company had 1,456,300 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 January 30, 2021, there are 435,368 stock options 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.

Stock Option Activity

The following tables summarize the stock option activity under the Company’s 2006 Plan and 2016 Plan, on an aggregate basis, for fiscal 2020:

	Number of Shares			Weighted-average exercise price per option		Weighted-average remaining contractual term	Aggregate intrinsic value (000's)
Stock Options
Outstanding options at beginning of year		754,833		$	4.84			—
Options granted		3,185,542		$	0.55		$	2
Options canceled or expired		(292,794	)	$	4.85			—
Options exercised		—			—			—
Outstanding options at end of year		3,647,581		$	1.09	8.5 years	$	811
Options exercisable at end of year		462,039		$	4.83	2.7 years		—
Vested and expected to vest at end of year		3,647,581		$	1.09	8.5 years	$	811

Non-Vested Share Activity

The following table summarizes activity for non-vested shares under the Company’s 2006 Plan, 2016 Plan and Inducement Awards, on an aggregate basis, for fiscal 2020:

	RSUs			Deferred shares (1)			Fully-vested shares (2)			Performance Share Units (3)		Total number of shares			Weighted-average grant-date fair value
Shares
Outstanding non-vested shares at beginning of year		1,420,803			295,604			—			720,000		2,436,407		$	1.95
Shares granted		—			253,864			469,088			—		722,952		$	0.42
Shares vested/issued		(588,068	)		(113,900	)		(469,088	)		—		(1,171,056	)	$	1.45
Shares canceled		(17,443	)		—			—			—		(17,443	)	$	2.11
Outstanding non-vested shares at end of year		815,292			435,568			—			720,000		1,970,860		$	1.69
Vested and expected to vest at end of year		815,292			435,568			—			—		1,970,860

(1) The 253,864 shares of deferred stock, with a grant-date fair value of approximately $111,870, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections.  The shares of deferred stock will vest at the director’s separation of service.

(2) The 469,088 shares of stock, with a grant-date fair value of approximately $194,994 were granted to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections.  During fiscal 2020, directors were required to elect 50% of their quarterly retainer in equity.  Any shares in excess of the minimum required election were issued from the Fourth Amended and Restated Non-Employee Director Stock Purchase Plan (the “Non-Employee Director Compensation Plan”).  

(3) Represents shares of performance stock units (“PSUs”), with a fair value of $1.0 million granted to Mr. Kanter.  The PSUs vest in installments when the following milestones are met: one-third of the PSUs vest when the trailing 90-day volume-weighted average closing stock price (“VWAP”) is $4.00, one-third of the PSUs vest when the VWAP is $6.00 and one-third when the VWAP is $8.00.  All PSUs will expire on April 1, 2023 if no performance metric is achieved.

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.

Through the end of fiscal 2020, non-employee directors were required to take 50% of their annual retainer, which was paid quarterly, in equity.  Any shares of common stock or deferred stock issued to a director as part of this 50% requirement were issued from the 2016 Plan. Only discretionary elections of shares of common stock were issued from the Non-Employee Director Compensation Plan.

In November 2020, the Board of Directors approved the Fifth Amended and Restated Non-Employee Director Compensation Plan. The plan was amended to, among other things, increase the number of shares available for grant under the plan by an additional 1,000,000 shares, limit the number of shares that can be issued each quarter to 250,000 shares (with any shortfall satisfied in cash), remove the requirement for directors to take 50% of their annual retainer in equity and remove the ability for directors to select deferred stock.

The following shares of common stock, with the respective fair value, were issued to its non-employee directors as compensation for fiscal 2020, fiscal 2019 and fiscal 2018:

	Number of shares of common stock issued		Fair value of common stock issued
Fiscal 2020		187,897	$	75,065
Fiscal 2019		37,113	$	69,991
Fiscal 2018		48,896	$	107,605

At January 30, 2021, 1,000,000 shares remain available for grant under the Fifth Amended and Restated Non-Employee Director Compensation Plan.