Share-Based Compensation Plans

3 Months Ended

May 31, 2013

Share-Based Compensation Plans

Share-Based Compensation Plans

Note 14 – Share-Based Compensation Plans

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

During the fiscal quarter ended May 31, 2013, the Company granted options to purchase 250,750 shares of common stock at exercise prices ranging from $36.03 to $38.14 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 $10.82 to $13.17 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 0.55 to 0.63 percent; zero dividend yield; and expected volatilities ranging from 37.26 to 41.67 percent.

On March 1, 2013, the Company awarded a restricted stock grant with a total value $0.14 million to certain Board members based upon a fair value at the date of grant of $36.56 per share.  The grant was settled with 2,628 restricted shares and cash of $0.04 million.  The restricted stock awards vested immediately.

On April 22, 2013, under the terms of his employment agreement, bonus plan and relevant stock plans, our CEO earned and received the following equity awards as a component of his fiscal year 2013 performance-based incentive compensation:

· 159,666 shares of restricted stock with a total grant date fair value of $5.68 million, or $35.55 per share, which vest on February 28, 2015, and

· 100,000 Performance RSUs, originally granted on March 1, 2012 with an original grant date fair market value of $3.29 million, or $32.88 per share.  33,400 shares vested on April 22, 2013, with 33,300 shares vesting on February 28, 2014 and 33,300 shares vesting on February 28, 2015.

We are recording the expense for these awards in accordance with their vesting over their related service periods.

Accruals for the CEO’s remaining Performance RSUs and the CEO’s restricted stock awards associated with his annual bonus are subject to the achievement of specified performance goals for the fiscal year and are estimated until earned, subject to a probability assessment of achieving the associated performance criteria.  These accruals and the service period expense associated with the CEO’s fiscal year 2013 and 2014 awards are shown in the line below entitled “Performance-based restricted stock awards and units.”

During the fiscal quarter ended May 31, 2013, employees exercised stock options to purchase 107,936 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,
	2013		2012
Stock options	$	589	$	547
Directors stock compensation	137		123
Performance-based restricted stock awards and units	2,693		932
Share-based payment expense	3,419		1,602
Less income tax benefits	(723)		(265)
Share-based payment expense, net of income tax benefits	$	2,696	$	1,337
Earnings per share impact of share-based payment expense:
Basic	$	0.08	$	0.04
Diluted	$	0.08	$	0.04