Incentive Compensation Plans

Performance Bonus

The Company has variable compensation plans covering certain team members. These plans provide a bonus contingent on the attainment of certain annual or quarterly performance targets. The Company recorded expense of $6,841, $3,777 and $3,697 under its variable compensation plans for Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.

Profit Sharing and Savings Plans ("the savings plans")

The Company has multiple profit sharing and savings plans which qualify as deferred salary arrangements under Section 401(k) of the Code. Participants may elect to contribute a portion of their eligible compensation, subject to limits imposed by the savings plans, which are partially matched by the Company. The Company recorded expense of $2,609, $2,452 and $2,504 for these plans during Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively.

Pension Plans

The Company has multiple defined benefit pension plans for which a majority of benefits have been "frozen" (i.e., no new employees will be admitted and those employees currently in the plan will not earn additional benefits based on service) and a multi-employer plan. The Company made contributions of $1,711, $2,973 and $3,406 during Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively, to the pension plans. The defined benefit pension plan had assets of $35,671, $34,229 and $29,884, a projected benefit obligation of $52,059, $47,192 and $48,016 and a resulting unfunded liability of $16,388, $12,963 and $18,132 for the periods ended March 31, 2015, 2014 and 2013, respectively. See Note 2 and Note 9 for additional reference.

Stock-based compensation plans

On August 12, 2008 (the "Effective Date"), the Company’s stockholders approved the 2008 Long-Term Incentive Plan (the "Incentive Plan") which is designed to advance the Company’s interests and the interests of the Company’s stockholders by providing incentives to certain employees, directors, consultants, independent contractors and persons to whom an offer of employment has been extended by the Company (hereinafter referred to as "Eligible Persons"). The Incentive Plan replaced the 1992 Stock Option Plan, as amended (the "Employee Plan"), and the 1992 Director Stock Option Plan, as amended (the "Director Plan"), on the Effective Date. Stock option grants under the Employee Plan and the Director Plan, prior to the Effective Date, remain outstanding and will continue to be administered in accordance with the terms of their respective plans and plan agreements.

Awards (as defined below) under the Incentive Plan may include, but need not be limited to, one or more of the following types, either alone or in any combination thereof: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance grants, (vi) other share-based awards and (vii) any other type of award deemed by the Compensation Committee (the "Compensation Committee") of the Board or any successor thereto, or such other committee of the Board as is appointed by the Board to administer the Incentive Plan, in its sole discretion, to be consistent with the purposes of the Incentive Plan (hereinafter referred to as "Awards").

The maximum aggregate number of shares of common stock available for issuance under Awards granted under the Incentive Plan, as amended, is 1,900,000 plus the number of shares that were available for the grant of stock options under the Employee Plan and the Director Plan on the Effective Date, plus the number of shares subject to stock options outstanding under the Employee Plan and the Director Plan on the Effective Date that are forfeited or cancelled prior to exercise. The following table details the shares of common stock available for grant under the Incentive Plan as of March 31, 2015.



	Shares
Shares authorized under the incentive plan on August 12, 2008	900,000
Shares authorized under the incentive plan on August 6, 2013 ¹	1,000,000
Number of shares that were available for the grant of stock options under the Employee Plan and the Director Plan on August 12, 2008, the Effective Date	888,087
Number of shares subject to stock options outstanding under the Employee Plan and the Director Plan on August 12, 2008, the Effective Date, that were forfeited or cancelled, prior to exercise, through March 31, 2015	2,335,372
Shares authorized for grant under the Incentive Plan as of March 31, 2015	5,123,459
Shares available for grant under the Incentive Plan as of March 31, 2015 ²	1,713,916

¹ On August 6, 2013, the Company's Stockholders approved amendments to the Incentive Plan, including an increase to the number of shares available for grant under the Incentive Plan by 1,000,000.

² The aggregate number of shares available for issuance is reduced by 1.87 shares for each issuance of a full value award (e.g., restricted stock units and performance share awards). The shares available for grant assume a 100% payout on outstanding performance share awards. Actual payout could range from 0% - 150% or 200% depending on performance goal resulting in shares available for grant from 2,227,257 to 1,337,865.

The Company recognized stock-based compensation expense of $6,009, $6,589 and $7,712 during Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively. The Company recognized total income tax benefit for stock-based compensation arrangements of $2,191, $2,404 and $2,814 during Fiscal 2015, Fiscal 2014 and Fiscal 2013, respectively. Stock-based compensation expense is recorded in Selling, general & administrative expense within the Company’s Consolidated Statements of Operations.

Stock options

Stock option awards are granted with an exercise price equal to the closing market price of the common stock on the date of grant; such stock options generally become exercisable in equal amounts over a three-year period and have a contractual life of ten-years from the grant date. The fair value of stock options is estimated on the grant date using the Black-Scholes option pricing model which includes the following weighted-average assumptions.



	Fiscal
	2015		2014		2013
Expected life (in years)	7.7		6.8		7.0
Risk free interest rate	2.3	%	1.3	%	0.8	%
Annual forfeiture rate	1.5	%	2.5	%	2.0	%
Expected Volatility	45.1	%	42.3	%	44.6	%
Dividend yield	1.3	%	1.3	%	1.0	%

The following table summarizes the Company’s stock option activity:



	Shares (in 000’s)		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Intrinsic Value (000’s)
Outstanding at March 31, 2014	2,018		$	32.89
Granted	165		21.79
Exercised	—		—
Forfeited or cancelled	(339	)	34.24
Outstanding at March 31, 2015	1,844		$	31.65	3.5	$	—
Exercisable at March 31, 2015	1,554		$	33.20	2.6	$	—

The weighted-average grant-date fair value of options granted during Fiscal 2015, Fiscal 2014 and Fiscal 2013 was $9.59, $10.06 and $9.02, respectively. The intrinsic value of options exercised during Fiscal 2015, Fiscal 2014 and Fiscal 2013 was $0, $25 and $0, respectively. The aggregate intrinsic value in the preceding table is based on the closing stock price of the common stock on March 31, 2015 of $20.93.

The following table summarizes certain information regarding the Company’s non-vested stock options:



	Shares (in 000’s)		Weighted-Average Grant-Date Fair Value
March 31, 2014	258		$	10.07
Granted	165		9.59
Vested	(118	)	10.38
Forfeited	(15	)	9.77
March 31, 2015	290		$	9.68

As of March 31, 2015, there was $1,587 of total unrecognized pre-tax stock-based compensation expense related to non-vested stock options which is expected to be recognized over a weighted-average period of 1.8 years.

Restricted stock units

Restricted stock unit awards are subject to a service condition and typically vest in equal amounts over a three-year period from the grant date. The fair value of restricted stock units is determined based on the number of restricted stock units granted and the closing market price of the common stock on the date of grant.

The following table summarizes the Company’s restricted stock unit activity:



	Shares (in 000’s)		Weighted-Average Grant-Date Fair Value
March 31, 2014	289		$	25.73
Granted	181		21.79
Vested	(168	)	25.59
Forfeited	(40	)	24.05
March 31, 2015	262		$	23.34

The total fair value of shares that vested during Fiscal 2015, Fiscal 2014 and Fiscal 2013 was $3,842, $4,772 and $3,674, respectively.

As of March 31, 2015, there was $2,881 of total unrecognized pre-tax stock-based compensation expense related to non-vested restricted stock units which is expected to be recognized over a weighted-average period of 1.7 years.

Performance share awards

Performance share awards are subject to one of the performance goals - the Company’s Relative TSR Ranking or cumulative Adjusted EBITDA - over a three-year period. The Company’s Relative TSR Ranking metric is based on the three-year cumulative return to shareholders from the change in stock price and dividends paid between the starting and ending dates. The fair value of performance share awards (subject to cumulative Adjusted EBITDA) is determined based on the number of performance shares granted and the closing market price of the common stock on the date of grant. The fair value of performance share awards (subject to the Company’s Relative TSR Ranking) is estimated on the grant date using the Monte-Carlo simulation valuation method which includes the following weighted-average assumptions.



	Fiscal
	2015		2014		2013
Risk free interest rate	0.8	%	0.4	%	0.4	%
Expected Volatility	44.7	%	41.1	%	41.3	%
Dividend yield	1.3	%	1.3	%	1.0	%

The following table summarizes the Company’s performance share award activity:



	Shares (in 000’s)		Weighted- Average Grant- Date Fair Value
March 31, 2014	255		$	28.66
Granted	115		23.05
Vested	—		—
Forfeited	(95	)	33.25
March 31, 2015	275		$	24.69

The total fair value of shares that vested during Fiscal 2015, Fiscal 2014 and Fiscal 2013 was $0, $570 and $0, respectively.

As of March 31, 2015, there was $1,257 of total unrecognized pre-tax stock-based compensation expense related to non-vested performance share awards which is expected to be recognized over a weighted-average period of 1.8 years.