9. PREFERRED STOCK AND SHARE-BASED COMPENSATION PLANS

Preferred Stock

Our Board of Directors is authorized to issue up to 2,000,000 shares of preferred stock and to determine the dividend rights and terms, redemption rights and terms, liquidation preferences, conversion rights, voting rights and sinking fund provisions of those shares without any further vote or act by Company shareholders. There was no issued preferred stock as of February 2, 2013 and January 28, 2012, respectively.

Stock Plans

We have adopted the 2004 Long-Term Incentive Plan ("2004 Plan") which, as amended, provides for an aggregate of up to 4,610,059 shares of our common stock (or the fair market value thereof) with respect to which stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards may be granted to full-time key employees and to non-employee directors of the Company. No awards may be granted pursuant to the 2004 Plan after March 29, 2014, which is the tenth anniversary of the effective date of such plan. Under the 2004 Plan, the vesting, transferability restrictions and other applicable provisions of any stock options, stock appreciation rights, restricted stock, deferred stock units or performance based awards are determined by the Compensation Committee of the Board of Directors or, in the case of awards to non-employee directors, the Board of Directors of the Company.

In addition, we continue to administer the 1996 Long-Term Incentive Plan ("1996 Plan"), the 1998 Key Employee Stock Option Plan ("1998 Plan") and the Non-Employee Director Stock Option Plan ("Director Plan") as a result of awards which remain outstanding pursuant to such plans. No awards have been available for grant under the 1996 Plan, the 1998 Plan and the Director Plan since April 2011, February 2008 and February 2012, respectively.

Options granted under these plans vest annually in varying increments over a period from one to ten years and must be exercised within ten years of the date of grant. Grants of deferred stock units or restricted stock generally vest over a period from one to three years; however, certain grants vest annually at varying increments over a period up to ten years.

As of February 2, 2013, 2,117,822 shares were available for grant under the 2004 Plan and 3,713,806 shares of common stock were reserved for future issuance under the existing plans.

Stock Options

The following table summarizes stock option activity during fiscal 2012:

			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)

Options outstanding at January 28, 2012	1,314,422		$	22.61
Granted	100,349		$	40.13
Exercised	(335,576	)	$	17.35
Forfeited	(54,105	)	$	32.40
Expired	(322	)	$	17.62

Outstanding at February 2, 2013	1,024,768		$	25.54	5.5 Years	$	6,065

Exercisable at February 2, 2013	537,172		$	23.89	4.7 Years	$	3,719

During fiscal 2012, 2011 and 2010, 100,349 stock options, 138,250 stock options and 50,000 stock options, respectively, were granted at a weighted-average grant date fair value of $17.21, $11.65, and $8.27, respectively. The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions:

	Fiscal Year

	2012			2011			2010
Risk-free interest rates		1.09	%		2.16	%		1.80	%
Expected lives		5.0 years			5.0 years			5.0 years
Dividend yield		2.07	%		1.70	%		1.65	%
Expected volatility		58.67	%		53.67	%		57.03	%

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected lives represents the period of time the options are expected to be outstanding after their grant date. The dividend yield is based on the average of the annual dividend divided by the market price of our common stock at the time of declaration. The expected volatility is based on historical volatility of our common stock. The total intrinsic value of options exercised during fiscal 2012, 2011 and 2010 was $6.4 million, $5.6 million and $1.3 million, respectively. As of February 2, 2013, we have unrecognized compensation expense related to nonvested stock options of approximately $3.8 million which is expected to be recognized over a weighted average period of 2.1 years.

Nonvested Deferred Stock Units and Restricted Stock Shares

The following table summarizes deferred stock unit activity during fiscal 2012:

			Weighted- Average Grant-Date Fair Value

Nonvested at January 28, 2012	539,749		$	28.10
Granted	350,284			39.37
Vested⁽¹⁾	(383,588	)		28.00
Forfeited	(35,076	)		32.67

Nonvested at February 2, 2013	471,369		$	36.22

⁽¹⁾: Includes 123,566 shares relinquished for tax payments related to vested deferred stock units in fiscal 2012.

During fiscal 2012, 2011 and 2010, 350,284 deferred stock units, 470,999 deferred stock units and 314,920 deferred stock units, respectively, were granted at a weighted-average grant date fair value of $39.37, $28.65 and $24.08, respectively. As of February 2, 2013, the intrinsic value of nonvested deferred stock units was $13.8 million. The total fair value of shares vested during fiscal 2012, 2011 and 2010 was $10.7 million, $8.2 million and $6.6 million, respectively, based on the weighted-average fair value on the date of grant.

The following table summarizes restricted stock activity during fiscal 2012:

			Weighted- Average Grant-Date Fair Value

Nonvested at January 28, 2012	119,081		$	28.45
Granted	22,407			31.23
Vested	(41,641	)		29.72
Forfeited	—			—

Nonvested at February 2, 2013	99,847		$	28.55

During fiscal 2012, 2011 and 2010, 22,407 restricted stock shares, 119,081 restricted stock shares and 29,825 restricted stock shares, respectively, were granted at a weighted-average grant date fair value of $31.23, $28.45 and $23.47, respectively. As of February 2, 2013, the intrinsic value of nonvested restricted stock shares was $2.9 million. The total fair value of shares vested during fiscal 2012, 2011 and 2010 was $1.2 million, $1.3 million and $1.2 million, respectively, based on the weighted-average fair value on the date of grant.

As of February 2, 2013, we have unrecognized compensation expense related to nonvested deferred stock units and shares of restricted stock of approximately $8.8 million which is expected to be recognized over a weighted average period of 1.3 years.