10. EQUITY AND SHARE-BASED COMPENSATION PLANS

Shareholder Rights Plan

On October 9, 2013, the Board declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of our common stock. The dividend was payable on October 21, 2013 (the "Record Date") to shareholders of record as of the close of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company at a price of $160.00 per one-thousandth of a Preferred Share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of October 10, 2013. The Rights become exercisable in the event any person or group acquires 10% (or 15% in the case of a passive institutional investor) or more of our common stock or following the commencement of, or announcement of an intention to make, a tender offer or exchange offer of the Company's common stock, and until such time are inseparable from and trade with the Company's common stock. The Rights Agreement expires on September 30, 2014 unless the Rights are earlier redeemed or exchanged by the Company. No Rights were exercised as of February 1, 2014.

Preferred Stock

Our Board 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 1, 2014 and February 2, 2013, 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, DSUs and performance based awards may be granted to full-time key employees and to non-employee directors of the Company. During fiscal 2013, our shareholders approved an amendment to the 2004 Plan extending its termination date to March 29, 2024. Under the 2004 Plan, the vesting, transferability restrictions and other applicable provisions of any stock options, stock appreciation rights, restricted stock, DSUs 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") 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 and the Director Plan since April 2011 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 DSUs 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 1, 2014, 1,465,820 shares were available for grant under the 2004 Plan and 2,848,329 shares of common stock were reserved for future issuance under the existing plans.

Non-Vested Deferred Stock Units and Restricted Stock Shares

The following table summarizes DSU activity during fiscal 2013:

	Shares						Weighted-Average Grant-Date Fair Value

	Time- Based			Performance- Based			Time- Based		Performance- Based
Non-Vested at February 2, 2013		471,369			—		$	36.22	$	—
Granted		461,821			97,668			33.30		33.09
Vested(1)		(325,763	)		—			38.19		—
Forfeited		(34,385	)		(15,110	)		32.85		33.09


Non-Vested at February 1, 2014		573,042			82,558		$	32.95	$	33.09

(1): Includes 110,740 shares relinquished for tax payments related to vested DSUs in fiscal 2013.

The following table summarizes additional information about DSUs:

	Fiscal Year

	2013		2012		2011
DSUs issued		559,489		350,284		470,999
Weighted average grant date fair value	$	33.26	$	39.37	$	28.65
Fair value of shares vested (in millions)	$	12.4	$	10.7	$	8.2

As of February 1, 2014, the intrinsic value of non-vested DSUs was $31.5 million.

On April 3, 2013, our Board approved a change in the form of award agreements to be issued for grants of DSUs to participants under our 2004 Long-Term Incentive Plan. As revised, the award agreements provide that dividend equivalents, if any, will be accrued during the vesting period for such DSU awards and paid out only upon vesting of the underlying DSUs. As such, grants of DSU awards on or after April 3, 2013 earn dividends throughout the vesting period which are subject to the same vesting terms as the underlying share award. Grants of DSUs generally vest over a period of from one to three years. DSU awards granted prior to April 3, 2013 are entitled to receive non-forfeitable dividend equivalents, if any, when and if paid to shareholders of record at the payment date. Included in the non-vested time-based awards as of February 1, 2014 are 141,662 DSUs granted prior to April 3, 2013.

The performance-based DSUs represent a contingent right to receive one share of common stock and generally vest in one-third tranches over a three-year period, subject to our achievement of a performance target during an applicable performance period. Any unvested performance-based DSUs at the end of the performance period are rolled over and become eligible to vest in subsequent performance periods. Any performance-based DSUs that are unvested at the end of all vesting periods will lapse and be forfeited as of such time. The performance-based DSUs earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards.

The following table summarizes restricted stock activity during fiscal 2013:

			Weighted-Average Grant-Date Fair Value

Non-Vested at February 2, 2013	99,847		$	28.55
Granted	23,577			40.29
Vested	(42,505	)		29.70
Forfeited	—			—


Non-Vested at February 1, 2014	80,919		$	31.36

The following table summarizes additional information about restricted stock:

	Fiscal Year

	2013		2012		2011
Restricted stock issued		23,577		22,407		119,081
Weighted average grant date fair value	$	40.29	$	31.23	$	28.45
Fair value of shares vested (in millions)	$	1.3	$	1.2	$	1.3

As of February 1, 2014, the intrinsic value of non-vested restricted stock shares was $3.9 million.

As of February 1, 2014, we have unrecognized compensation expense related to non-vested DSUs and shares of restricted stock of approximately $11.2 million which is expected to be recognized over a weighted-average period of 1.4 years.

Stock Options

The following table summarizes stock option activity during fiscal 2013:

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

Options outstanding at February 2, 2013	1,024,768		$	25.54
Granted	19,080			33.09
Exercised	(372,841	)		20.67
Forfeited	(25,012	)		19.58
Expired	(5	)		7.97


Outstanding at February 1, 2014	645,990		$	28.80	5.2 Years	$	12,427




Vested or expected to vest at February 1, 2014	640,815		$	28.82	5.2 Years	$	12,314




Exercisable at February 1, 2014	346,843		$	28.92	4.8 Years	$	6,631

The weighted-average grant date fair value of stock options granted during fiscal 2013, 2012 and 2011 was $13.10, $17.21, and $11.65, 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

	2013			2012			2011
Risk-free interest rates		0.76	%		1.09	%		2.16	%
Expected lives		5.0 years			5.0 years			5.0 years
Dividend yield		2.20	%		2.07	%		1.70	%
Expected volatility		55.00	%		58.67	%		53.67	%

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 2013, 2012 and 2011 was $7.8 million, $6.4 million and $5.6 million, respectively. As of February 1, 2014, we have unrecognized compensation expense related to non-vested stock options of approximately $2.5 million which is expected to be recognized over a weighted-average period of 1.9 years.