10. RETIREMENT AND STOCK PURCHASE PLANS

We have a 401(k) savings plan which allows eligible employees to save for retirement on a tax deferred basis. Employer matching contributions under the 401(k) savings plan are made based on a formula set by the Board of Directors from time to time. During fiscal 2012, 2011 and 2010, our matching contributions for the plan charged to operations were $1.0 million, $0.9 million and $1.0 million, respectively.

In 1998, we adopted an Employee Stock Discount Plan ("ESDP") which allows employees to authorize after-tax payroll deductions to be used for the purchase of up to 2,137,500 shares of our common stock at 85% of the lesser of the fair market value of our common stock on the first day of the offering period or the fair market value of our common stock on the last day of the offering period. We make no contributions to this plan but pay all brokerage, service and other costs incurred. A participant may not purchase more than 125 shares during any calendar quarter.

The fair value of ESDP shares is estimated using the Black-Scholes option pricing model in the quarter that the purchase occurs with the following weighted average assumptions for each respective period:

	Fiscal Year

	2012			2011			2010
Risk-free interest rates		0.78	%		0.39	%		1.56	%
Expected lives		0.25			0.25			0.25
Dividend yield		2.10	%		1.69	%		1.66	%
Expected volatility		36.60	%		44.86	%		46.40	%

During fiscal 2012, 2011 and 2010, employees purchased 104,654 shares, 103,964 shares and 120,434 shares, respectively, under the ESDP, the weighted-average fair value of which was $25.18, $22.53 and $17.33 per share, respectively. We recognized approximately $0.7 million, $0.7 million and $0.6 million of share-based compensation expense related to the ESDP for fiscal 2012, 2011 and 2010, respectively. As of February 2, 2013, 848,448 shares were reserved for future issuance under the ESDP.

We had a defined contribution Employee Stock Ownership Plan ("ESOP") which provided eligible employees with future retirement benefits. Contributions to the ESOP were made at the discretion of the Board of Directors. In October 2009, the Board of Directors approved the termination of the ESOP, effective as of October 15, 2009. Each participant and former participant in the ESOP who had an account balance under the ESOP on January 1, 2009 which was not fully vested on that date became fully vested in the amount credited to their account under the ESOP together with any amounts thereafter allocated and credited to such account prior to its distribution. During fiscal 2010, operations were charged $9 thousand pending completion of termination and distribution matters which were completed in fiscal 2012. The termination of the ESOP did not have a significant effect on our consolidated financial position, results of operations or cash flows.