Note 9 – Stock Based Compensation

Compensation Plan Summaries

On April 27, 2012, we completed a three-for-two stock split of the shares of our common stock, which was effected in the form of a stock dividend. All share and per share amounts referenced below give effect to the stock split and have been adjusted retroactively for all periods presented.

The Outside Directors Stock Option Plan (the “Directors Plan”) was approved by our Board of Directors on March 4, 1999. The plan reserved for issuance 37,500 shares of common stock (subject to adjustment for stock splits, stock dividends and certain other changes to the common stock). No grants were made under this plan since fiscal 2004, and all awards granted under the Directors Plan have expired or have been fully exercised. On September 10, 2014, the Board of Directors approved the termination of the Directors Plan.

The 2000 Stock Option and Incentive Plan (the “2000 Plan”) was approved by our Board of Directors and shareholders effective June 8, 2000. On June 14, 2012, the 2000 Plan was amended to increase the number of shares reserved for issuance from 3,000,000 to 3,900,000 (subject to adjustment for subsequent stock splits, stock dividends and certain other changes in the common stock). The 2000 Plan was also amended to revise the provision governing the payment of dividends on shares of restricted stock. No further awards may be made under the 2000 Plan after the later of ten years from date of adoption, or ten years from the approval of any amendment. At January 31, 2015, there were 713,000 shares of unissued common stock reserved for future grants under the 2000 Plan.

Stock options currently outstanding under the 2000 Plan typically were granted such that one-third of the shares underlying the stock options granted would vest and become fully exercisable on each of the first three anniversaries of the date of the grant and were assigned a 10-year term from the date of grant. Restricted stock awards issued to employees under the 2000 Plan are classified as either performance-based or service-based. Performance-based restricted stock awards typically are granted such that they vest upon the achievement of specified levels of annual earnings per diluted share during a six-year period starting from the grant date. Should the annual earnings per diluted share criteria not be met within the six-year period from the grant date, any shares still restricted will be forfeited. Service-based restricted stock awards typically are granted under one of four vesting periods: (a) one-third of the shares would vest on each of the first three anniversaries subsequent to the date of the grant; (b) the full award would vest at the end of a 5-year service period subsequent to date of grant; (c) the full award would vest at the end of a 2-year service period subsequent to date of grant; or (d) for our Directors, all restricted stock awards are issued to vest on January 2 of the year following the year of the grant. Non-vested performance-based restricted stock granted before June 14, 2012, and all shares of non-vested service-based restricted stock provide non-forfeitable rights to all dividends declared by the Company. Dividends on non-vested performance-based restricted stock granted after June 14, 2012, are subject to deferral until such times as the shares vest and are released.

Plan Specific Activity and End of Period Balance Summaries

Stock Options

The following table summarizes the stock option transactions pursuant to the stock-based compensation plans:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding at February 1, 2014		31,572		$	9.05
Granted		0
Forfeited or expired		0
Exercised		(9,573	)		8.04
Outstanding and exercisable at January31, 2015		21,999		$	9.49		1.45	$	302

The following table summarizes information regarding options exercised:

(In thousands)	2014		2013		2012

Total intrinsic value (1)	$	146	$	103	$	2,473
Total cash received	$	77	$	69	$	2,219
Associated excess income tax benefits recorded	$	43	$	28	$	465

(1)

Defined as the difference between the market value at exercise and the grant price of stock options exercised.

The following table summarizes information regarding outstanding and exercisable options at January 31, 2015:

		Options Outstanding						Options Exercisable
Range of Exercise Price			Number of Options Outstanding	Weighted Average Remaining Life		Weighted Average Exercise Price		Number of Options Exercisable	Weighted Average Exercise Price
$	7.63 – 10.36		21,999		1.45	$	9.49	21,999	$	9.49

No stock options have been granted since fiscal 2008. All outstanding options had vested as of the end of fiscal 2011, therefore no unrecognized compensation expense remains.

Restricted Stock Awards

The following table summarizes the restricted share transactions pursuant to the 2000 Plan:

	Number of Shares			Weighted- Average Grant Date Fair Value
Restricted stock at February 1, 2014		525,259		$	19.84
Granted		213,560			25.50
Vested		(16,843	)		20.86
Forfeited		(16,400	)		21.71
Restricted stock at January 31, 2015		705,576		$	21.49

The total fair value at grant date of restricted stock awards that vested during fiscal 2014, 2013 and 2012 was $351,000, $2.6 million and $160,000, respectively. The weighted-average grant date fair value of stock awards granted during fiscal 2013 and fiscal 2012 was $20.85 and $19.51, respectively.

The following table summarizes information regarding stock-based compensation expense recognized for restricted stock awards:

(In thousands)	2014		2013		2012

Stock-based compensation expense before the recognized income tax benefit	$	906	$	2,985	$	3,663
Income tax benefit	$	351	$	1,141	$	1,436

The $906,000 of expense recognized in fiscal 2014 was comprised of stock-based compensation expense of $3.2 million, partially offset by an expense reversal of $2.3 million. The reduction in expense was attributable to the third quarter reversal of the cumulative prior period expense for performance-based awards, which were deemed by management as not probable of vesting prior to their expiration.

As of January 31, 2015, there was approximately $7.5 million of unrecognized compensation expense remaining related to both our performance-based and service-based restricted stock awards. The cost is expected to be recognized over a weighted average period of approximately 3.3 years. This incorporates our current assumptions with respect to the estimated requisite service period required to achieve the designated performance conditions for performance-based stock awards.

Cash-Settled Stock Appreciation Rights (SARs)

Our outstanding Cash-Settled Stock Appreciation Rights (SARs) were granted to certain non-executive employees such that one-third of the shares underlying the SARs would vest annually. The SARs were assigned a five-year term from the date of grant, after which any unexercised SARs will expire. Each SAR entitles the holder, upon exercise of their vested shares, to receive cash in an amount equal to the closing price of our stock on the date of exercise less the exercise price, with a maximum amount of gain defined. SARs were granted during the first quarter of fiscal 2012 and issued with a defined maximum gain of $6.67 over the exercise price of $17.17. In accordance with current authoritative guidance, cash-settled SARs are classified as Other liabilities on the Consolidated Balance Sheets.

The following table summarizes the SARs activity:

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Outstanding at February 1, 2014		78,750		$	17.17
Granted		0			0.00
Forfeited		0			17.17
Exercised		(38,375	)		17.17
Outstanding at January 31, 2015		40,375		$	17.17		2.0
Exercisable at January 31, 2015		40,375		$	17.17		2.0

The fair value of liability awards are remeasured, using a trinomial lattice model, at each reporting period until the date of settlement. Increases or decreases in stock-based compensation expense is recognized over the vesting period, or immediately for vested awards.

The fair value was estimated using a trinomial lattice model with the following assumptions:

	January 31, 2015
Risk free interest rate yield curve		0.01% - 1.18%
Expected dividend yield		1.0	%
Expected volatility		37.82	%
Maximum life		2.0 Years
Exercise multiple		1.31
Maximum payout	$	6.67
Employee exit rate		2.2% - 9.0%

The risk free interest rate was based on the U.S. Treasury yield curve in effect at the end of the reporting period. The expected dividend yield was based on our quarterly cash dividends in fiscal 2014, with the assumption that quarterly dividends would continue at the current rate. Expected volatility was based on the historical volatility of our stock. The exercise multiple and employee exit rate are based on historical option data.

The following table summarizes information regarding stock-based compensation expense recognized for SARs:

(In thousands)	2014		2013		2012

Stock-based compensation expense before the recognized income tax benefit	$	121	$	272	$	349
Income tax benefit	$	47	$	104	$	137

As of January 31, 2015, no unrecognized compensation expense remained related to non-vested SARs.