Note 12 – Stock-Based Compensation

During the years ended December 28, 2013, December 29, 2012, and December 31, 2011, the Company recognized stock-based compensation, as a component of selling, general, and administrative expense, in its Consolidated Statements of Income of $5.7 million, $4.0 million, and $3.5 million, respectively. The tax benefit from exercise of share-based awards was $0.7 million in 2013, $2.6 million in 2012, and $0.9 million in 2011.

On October 26, 2012, the Company’s Chief Financial Officer (CFO) resigned. In connection with the resignation, on November 7, 2012, the Company entered into a separation agreement with its former CFO. Included in the separation agreement, were provisions to allow (i) continued vesting of options to purchase shares of the Company’s common stock and unvested shares of restricted stock previously granted and (ii) continued exercisability of vested options through the later of the original expiration date or October 30, 2015 without regard to service. This modification to remove the service condition resulted in recognition of $2.1 million of compensation cost on the modification date. This is included in severance expense.

Under existing plans, the Company may grant options to purchase shares of common stock at prices not less than the fair market value of the stock on the date of grant, as well as restricted stock awards. Generally, the awards vest annually over a five-year period beginning one year from the date of grant. Any unexercised options expire after not more than ten years.

Stock Options

The fair value of each option is estimated as a single award and amortized into compensation expense on a straight-line or accrual basis over its vesting period based on its vesting schedule. The weighted average grant-date fair value of options granted during 2013, 2012, and 2011 were $17.54, $14.89, and $12.53, respectively.

The Company estimates the fair value of all stock option awards as of the grant date by applying the Black-Scholes-Merton option pricing model. The use of this valuation model in the determination of compensation expense involves certain assumptions that are judgmental and/or highly sensitive including the expected life of the option, stock price volatility, risk-free interest rate, and dividend yield. Additionally, forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. Due to the nature of the awards granted in 2013, a forfeiture rate was not considered necessary. The forfeiture rate was 16.5 percent and 17.0 percent for 2012 and 2011, respectively, and is adjusted periodically based on actual forfeitures. The weighted average of key assumptions used in determining the fair value of options granted and a discussion of the methodology used to develop each assumption are as follows:

	2013		2012		2011

Expected term	5.9 years		6.5 years		6.3 years
Expected price volatility		0.397		0.375		0.358
Risk-free interest rate		0.7%		0.7%		1.7%
Dividend yield		0.9%		0.9%		1.1%

Expected term – This is the period of time estimated based on historical experience over which the options granted are expected to remain outstanding. An increase in the expected term will increase compensation expense.

Expected price volatility – This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. The Company uses actual historical changes in the market value of its stock to calculate the volatility assumption. Daily market value changes from the date of grant over a past period representative of the expected term of the options are used. An increase in the expected price volatility rate will increase compensation expense.

Risk-free interest rate – This is the U.S. Treasury rate for the week of the grant, having a term representative of the expected term of the options. An increase in the risk-free rate will increase compensation expense.

Dividend yield – This rate is the annual dividends per share as a percentage of the Company’s stock price. An increase in the dividend yield will decrease compensation expense.

The total intrinsic value of options exercised was $2.9 million, $12.1 million, and $6.6 million in 2013, 2012, and 2011, respectively. The total fair value of options that vested was $1.1 million, $1.7 million, and $2.1 million in 2013, 2012, and 2011, respectively.

At December 28, 2013, the aggregate intrinsic value of all outstanding options was $18.7 million with a weighted average remaining contractual term of 4.9 years. Of the outstanding options, 419 thousand are currently exercisable with an aggregate intrinsic value of $13.8 million, a weighted average exercise price of $29.74, and a weighted average remaining contractual term of 4.3 years.

The total compensation expense not yet recognized related to unvested options at December 28, 2013 was $0.7 million with an average expense recognition period of 1.9 years.

Restricted Stock Awards

The fair value of the each restricted stock award equals the fair value of the Company’s stock on the grant date and is amortized into compensation expense on a straight-line or accrual basis over its vesting period based on its vesting schedule. The weighted average grant-date fair value of awards granted during 2013, 2012, and 2011 were $56.63, $42.83, and $37.87, respectively.

The aggregate intrinsic value of outstanding and unvested awards was $22.9 million at December 28, 2013. Total compensation expense for restricted stock awards not yet recognized was $12.8 million with an average expense recognition period of 3.7 years. The total fair value of awards that vested was $1.8 million, $1.7 million, and $0.7 million in 2013, 2012, and 2011, respectively.

The Company generally issues treasury shares when options are exercised or restricted stock awards are granted. A summary of the activity and related information follows:

	Stock Options					Restricted Stock Awards
(Shares in thousands)	Shares			Weighted Average Exercise Price		Shares			Weighted Average Grant Date Fair Value
Outstanding at December 29, 2012		694		$	28.93		285		$	32.36
Granted		10			50.21		151			56.63
Exercised		(115	)		28.69		(70	)		26.42

Outstanding at December 28, 2013		589			29.34		366			43.49

Approximately 195 thousand shares were available for future stock incentive awards at December 28, 2013.