11. EQUITY AND SHARE-BASED COMPENSATION PLANS

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 January 31, 2015 and February 1, 2014, 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. Awards are no longer available for grant under the 1996 Plan and the Director Plan.

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 January 31, 2015, 826,278 shares were available for grant under the 2004 Plan and 2,035,868 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 2014:

	Shares						Weighted-Average Grant-Date Fair Value
	Time- Based			Performance- Based(2)			Time- Based		Performance- Based
Non-Vested at February 1, 2014		573,042			82,558		$	32.95	$	33.09
Granted		259,908			92,728			47.78		53.22
Vested(1)		(419,283	)		(1,134	)		32.81		33.09
Forfeited		(35,149	)		(3,363	)		39.64		37.07

Non-Vested at January 31, 2015		378,518			170,789		$	42.67	$	43.94

(1)	Includes 142,286 shares relinquished for tax payments related to vested DSUs in fiscal 2014.
(2)	Includes 18,789 of performance-based DSU's and 73,939 of performance units, respectively, which are further described below.

The following table summarizes additional information about DSUs:

	Fiscal Year
	2014		2013		2012
DSUs issued		352,636		559,489		350,284
Weighted average grant date fair value	$	49.21	$	33.26	$	39.37

The fair value of shares vested was $13.8 million, $12.4 million and $10.7 million in fiscal 2014, 2013 and 2012, respectively. As of January 31, 2015, the intrinsic value of non-vested DSUs was $25.5 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 January 31, 2015 are 35,024 DSUs granted prior to April 3, 2013.

Performance units granted in 2014 ("2014 performance units") represent a contingent right to receive up to 2.25 shares of common stock and vest after our 2017 fiscal year, subject to our achievement of a performance target for fiscal 2017. Assuming the performance target is achieved, the number of 2014 performance units earned will be adjusted based on multipliers related to (1) the Company's adjusted earnings per share for fiscal 2017 and (2) the Company's relative total shareholder return ("TSR") compared to the TSR of other select companies over a pre-defined period. Any 2014 performance units that are unvested at the end of the performance period will lapse and be forfeited. The 2014 performance units earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards.

Performance-based DSUs granted in 2014 ("2014 performance-based DSUs") represent a contingent right to receive one share of common stock and vest over a one year period, subject to our achievement of a performance target for 2014. Any 2014 performance-based DSUs that are unvested at the end of the one year period will lapse and be forfeited. The 2014 performance-based DSUs earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards.

The performance-based DSUs granted in 2013 ("2013 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 2013 performance-based DSUs at the end of the performance period are rolled over and become eligible to vest in subsequent performance periods. Any 2013 performance-based DSUs that are unvested at the end of all vesting periods will lapse and be forfeited. The 2013 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 activity of restricted stock during fiscal 2014:

	Shares			Weighted- Average Grant-Date Fair Value
Non-Vested at February 1, 2014		80,919		$	31.36
Granted		30,116			49.36
Vested		(43,245	)		36.12
Forfeited		—			—

Non-Vested at January 31, 2015		67,790		$	37.05

Restricted stock awards receive non-forfeitable dividends, if any, when and if paid to shareholders of record at the payment date.

The following table summarizes additional information about restricted stock:

	Fiscal Year
	2014		2013		2012
Restricted stock issued		30,116		23,577		22,407
Weighted average grant date fair value	$	49.36	$	40.29	$	31.23
Fair value of shares vested (in millions)	$	1.6	$	1.3	$	1.2

As of January 31, 2015, the intrinsic value of non-vested restricted stock shares was $3.2 million.

As of January 31, 2015, we have unrecognized compensation expense related to non-vested DSUs and shares of restricted stock of approximately $12.8 million which is expected to be recognized over a weighted-average period of 1.8 years.

Stock Options

The following table summarizes the activity of stock options during fiscal 2014:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Options outstanding at February 1, 2014		645,990		$	28.80
Granted		256,790			49.13
Exercised		(174,340	)		26.10
Forfeited		(68,157	)		20.51
Expired		—			—

Outstanding at January 31, 2015		660,283		$	38.28	6.3 Years	$	6,087


Vested or expected to vest at January 31, 2015		647,406		$	38.09	6.2 Years	$	6,068


Exercisable at January 31, 2015		270,222		$	31.82	4.4 Years	$	3,960

The weighted-average grant date fair value of stock options granted during fiscal 2014, 2013 and 2012 was $16.82, $13.10 and $17.21, 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
	2014			2013			2012
Risk-free interest rates		1.79	%		0.76	%		1.09	%
Expected lives		5.0 years			5.0 years			5.0 years
Dividend yield		1.58	%		2.20	%		2.07	%
Expected volatility		42.77	%		55.00	%		58.67	%

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 2014, 2013 and 2012 was $4.4 million, $7.8 million and $6.4 million, respectively. As of January 31, 2015, we have unrecognized compensation expense related to non-vested stock options of approximately $4.5 million which is expected to be recognized over a weighted-average period of 1.9 years.