Share-Based Compensation Plans

3 Months Ended

May 31, 2012

Share-Based Compensation Plans

Share-Based Compensation Plans

Note 14 – Share-Based Compensation Plans

We have options outstanding under two expired and three active share-based compensation plans.

During the fiscal quarter ended May 31, 2012, the Company granted options to purchase 301,000 shares of common stock at exercise prices ranging from $32.52 to $34.72 per share to certain of our officers, employees and new hires.  The fair value of the options were estimated using the Black-Scholes option pricing model to estimate fair values ranging from $13.16 to $14.57 for grants with terms of four and five years.  The following assumptions were used for the grants: expected lives ranging from 4.05 to 4.35 years; risk free interest rates ranging from  0.61 to 0.86  percent; zero dividend yield; and expected volatilities ranging from 50.95 to 52.48 percent.

On March 1, 2012, the Company granted 3,750 shares of restricted stock to certain board members, having fair values at the date of grant of $32.88 per share for a total value granted of $0.12 million. The restricted stock awards vested immediately and were valued at the fair value of the Company’s common stock at the date of the grant.

On March 1, 2012, under the terms of his employment agreement, our Chief Executive Officer and President was granted 700,000 restricted stock units (the “Performance RSUs”), which may be earned in tranches based on the Company’s achievement of specified performance goals for fiscal years 2013, 2014 and 2015.  Any earned Performance RSUs are subject to additional time-based vesting requirements. Up to 100,000 and 200,000 Performance RSUs may be earned based on the Company’s achievement of the specified performance goals for fiscal years 2013 and 2014, respectively.  Up to 700,000 Performance RSUs (less the number of Performance RSUs previously earned, if any) may be earned based on the Company’s achievement of either the specified performance goal for fiscal year 2015 or the three year average performance goal for fiscal years 2013 through 2015.  The Performance RSUs had a fair value at the date of grant of $32.88 per share for a grant date fair value of  $23.02 million.  Compensation expense associated with Performance RSUs is equal to the market value of our common stock on the date of the grant multiplied by the number of Performance RSUs vesting during any given period.  Expense for each tranche must be estimated until earned, subject to a probability assessment of achieving the performance criteria specified for the tranche. We are recording the expense for each tranche over the related service periods.

During the fiscal quarter ended May 31, 2012, employees exercised stock options to purchase 93,005 shares of common stock.

We recorded share-based compensation expense in SG&A for the periods covered in the accompanying consolidated condensed financial statements as follows:

SHARE-BASED PAYMENT EXPENSE

(in thousands, except per share data)

	Three Months Ended May 31,
	2012			2011
Stock options	$	547		$	466
Directors stock compensation	123			-
Performance based restricted stock awards and units	932			-
Share-based payment expense	1,602			466
Less income tax benefits	(265		)	(25		)
Share-based payment expense, net of income tax benefits	$	1,337		$	441
Earnings per share impact of share based payment expense:
Basic	$	0.04		$	0.01
Diluted	$	0.04		$	0.01