Share-Based Compensation Plans

9 Months Ended

Nov. 30, 2014

Note 16 – Share-Based Compensation Plans

We have share-based awards outstanding under several share-based compensation plans. During the fiscal quarter and year-to-date periods ended November 30, 2014, the Company had the following share-based compensation activity:

We granted options to purchase 7,500 and 248,000 shares of common stock, respectively, to certain of our officers and employees. The fair values of these options were estimated using the Black-Scholes option pricing model to estimate fair values ranging from $19.02 to $26.05 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 for grants with terms of four and five years; risk-free interest rates ranging from 1.22 to 1.49 percent; zero dividend yield; and expected volatilities ranging from 41.49 to 50.53 percent.

We issued 2,107 and 7,363 restricted shares, respectively, to non-employee Board members with total grant date fair values of $0.12 and $0.44 million, respectively, and average share prices of $58.22 and $60.98, respectively.

During the fiscal quarter ended May 31, 2014, performance stock units and restricted stock awards held by our former CEO covering 100,000 shares and 62,304 shares of common stock, respectively, vested and/or settled at a fair value of $67.10 per share. As payment for the related federal tax obligations arising from the settlement and vesting of these awards, 68,086 shares were withheld by the Company.

Employees exercised stock options to purchase 22,292 and 121,711 shares of common stock, respectively.

Employees purchased 13,848 shares of common stock for $0.69 million through our employee stock purchase plan during the nine months ended November 30, 2014. There was no activity in the quarter ended November 30, 2014.

Directors exercised stock options to purchase -0- and 20,000 shares, respectively.

We recorded the following share-based compensation expense in SG&A for the periods covered below:

SHARE-BASED PAYMENT EXPENSE

(in thousands, except per share data)

	Three months ended November 30,				Nine months ended November 30,
	2014		2013		2014		2013

Stock options	$	869	$	589	$	2,483	$	1,791
Directors stock compensation	175		151		641		438
Performance-based and other stock awards	336		1,708		1,441		6,944
Employee stock purchase plan	-		-		167		158
Share-based payment expense	1,380		2,448		4,732		9,331
Less income tax benefits	(141)		(466)		(514)		(1,877		)
Share-based payment expense, net of income tax benefits	$	1,239	$	1,982	$	4,218	$	7,454

Earnings per share impact of share-based payment expense:
Basic	$	0.04	$	0.06	$	0.15	$	0.23
Diluted	$	0.04	$	0.06	$	0.15	$	0.23

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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