At our 2017 annual meeting of shareholders held on June 13, 2017, our shareholders approved a new equity incentive plan, the Shoe Carnival, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which replaced our 2000 Stock Option and Incentive Plan, as amended (the “2000 Plan”). We may issue stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards to eligible participants under the 2017 Plan. According to the terms of the 2017 Plan, upon approval of the 2017 Plan by our shareholders, no further awards may be made under the 2000 Plan. A maximum of 1,000,000 shares of our common stock are available for issuance and sale under the 2017 Plan. In addition, any shares of our common stock subject to an award granted under the 2017 Plan, or to an award granted under the 2000 Plan that was outstanding on the date our shareholders approved the 2017 Plan, that expires, is cancelled or forfeited, or is settled for cash will, to the extent of such cancellation, forfeiture, expiration or cash settlement, automatically become available for future awards under the 2017 Plan.

Stock-based compensation includes stock options, cash-settled stock appreciation rights, restricted stock awards, restricted stock units and performance stock units. Additionally, we recognize stock-based compensation expense for the discount on shares sold to employees through our employee stock purchase plan. For the thirteen and twenty-six weeks ended August 3, 2019, stock-based compensation expense for the employee stock purchase plan was $7,000 before the income tax benefit of $2,000 and $18,000 before the income tax benefit of $3,000, respectively. For the thirteen and twenty-six weeks ended August 4, 2018, stock-based compensation expense for the employee stock purchase plan was $7,000 before the income tax benefit of $2,000 and $19,000 before the income tax benefit of $4,000, respectively.

The following table summarizes transactions for our restricted stock awards pursuant to our stock-based compensation plans:

	Number of Shares			Weighted- Average Grant Date Fair Value
Restricted stock at February 2, 2019		825,281		$	23.94
Granted		13,548			26.58
Vested		(708,367	)		23.88
Forfeited or expired		(40,859	)		24.26
Restricted stock at August 3, 2019		89,603		$	24.62

The weighted-average grant date fair value of restricted stock awards granted during the twenty-six week periods ended August 3, 2019 and August 4, 2018 was $26.58 and $32.74, respectively. The total fair value at grant date of restricted stock awards that vested during the twenty-six week periods ended August 3, 2019 and August 4, 2018 was $16.9 million and $887,000, respectively.

As of August 3, 2019, approximately $594,000 of unrecognized compensation expense remained 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 0.6 years.

The following table summarizes transactions for our restricted stock units and performance stock units pursuant to the 2017 Plan:

	Number of Shares			Weighted- Average Grant Date Fair Value
Restricted stock units and performance stock units at February 2, 2019		202,667		$	24.98
Granted		184,300			31.28
Vested		(86,093	)		23.27
Forfeited		(2,376	)		23.27
Restricted stock units and performance stock units at August 3, 2019		298,498		$	29.38

As of August 3, 2019, approximately $5.5 million of unrecognized compensation expense remained related to both our restricted stock units and performance stock units. The cost is expected to be recognized over a weighted average period of approximately 1.2 years.

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

(In thousands)

Thirteen

Weeks Ended August 3, 2019

Thirteen

Weeks Ended August 4, 2018

Twenty-six

Weeks Ended August 3, 2019

Twenty-six

Weeks Ended August 4, 2018

Stock-based compensation expense before the recognized

income tax benefit

1,450

1,728

3,388

2,844

Income tax benefit

356

373

630

666

Our cash-settled stock appreciation rights (“SARs”) were granted during the first quarter of fiscal 2019 to certain non-executive employees and will vest and become fully exercisable on March 31, 2020. Any unexercised SARs will expire on March 31, 2022. 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. The SARs granted during the first quarter of fiscal 2019 were issued with a defined maximum gain of $10.00 over the exercise price of $34.95.

During the first quarter of fiscal 2015, SARs were granted to certain non-executive employees, such that one-third of the shares underlying the SARs vested and became fully exercisable on each of the first three anniversaries of the date of the grant and were assigned a five-year term from the date of grant, after which any unexercised SARs would expire. Each SAR entitled 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 defined maximum gain of $10.00 over the exercise price of $24.26. During the second quarter of fiscal 2018, all remaining SARs granted during the first quarter of fiscal 2015 were exercised.

	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)
Outstanding at February 2, 2019		0	$	0.00
Granted		43,900		34.95
Forfeited		0		0.00
Exercised		0		0.00
Outstanding at August 3, 2019		43,900	$	34.95		2.7

The fair value of these liability awards will be remeasured, using a trinomial lattice model, at each reporting period until the date of settlement. Increases or decreases in stock-based compensation expense are recognized over the vesting period, or immediately for vested awards. The weighted-average fair value of outstanding, non-vested SAR awards as of August 3, 2019 was $2.59.

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

	August 3, 2019
Risk free interest rate yield curve	1.66% - 2.11%
Expected dividend yield	1.5%
Expected volatility	48.97%
Maximum life	2.7 Years
Exercise multiple		1.29
Maximum payout	$	10.00
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 historical quarterly cash dividends, with the assumption that quarterly dividends would continue at that rate. Expected volatility was based on the historical volatility of our common stock. The exercise multiple and employee exit rate were based on historical option data.

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

(In thousands)

Thirteen

Weeks Ended August 3, 2019

Thirteen

Weeks Ended August 4, 2018

Twenty-six

Weeks Ended August 3, 2019

Twenty-six

Weeks Ended August 4, 2018

Stock-based compensation expense before the recognized

income tax benefit

129

Income tax benefit

As of August 3, 2019, approximately $80,000 in unrecognized compensation expense remained related to non-vested SARs. This expense is expected to be recognized over a period of approximately 0.7 years.