Note 17. Stock-Based Compensation

Summary of Plans

As of January 31, 2011, the Company had one active stock-based compensation plan, the Amended and Restated 2003 Omnibus Incentive Plan ("2003 Plan"), available to grant future awards. In addition, the Company maintains two inactive stock-based compensation plans (the Amended and Restated 1994 Employee

Stock Option Plan and the Amended and Restated 1994 Stock Option Plan for Non-Employee Directors), under which vested and unexercised options remain outstanding. There were 1,020,449 shares authorized for grant under these plans as of December 31, 2011, and there were approximately 795,345 shares available for grant under these plans. The Company's policy is to issue new shares of common stock for all stock options exercised and restricted stock grants.

The Board of Directors and the stockholders of the Company have approved the adoption and subsequent amendments of the 2003 Plan. The 2003 Plan provides for grants of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents and other stock unit awards to officers and employees. The 2003 Plan also provides for grants of nonqualified stock options to directors of the Company who are not, and who have not been during the immediately preceding 12-month period, officers or employees of the Company or any of its subsidiaries. Restricted stock and restricted stock units ("RSUs") are granted to certain employees to incent performance and retention. RSUs issued under these plans provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed. The release of RSUs on each of the vesting dates is contingent upon continued active employment by the employee until the vesting dates. A total of 43,444 RSUs were granted during the eleven months ended December 31, 2011.

In accordance with U.S. GAAP, the Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including employee stock options, restricted stock and RSUs based on estimated fair values.

Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that is ultimately expected to vest during the period. Stock-based compensation expense recognized in the Company's Consolidated Statements of Earnings for the eleven months ended December 31, 2011 and the years ended January 31, 2011 and 2010 included compensation expense for restricted stock, RSUs and stock-based awards granted subsequent to January 31, 2006 based on the grant date fair value estimated in accordance with the provisions of ASC 718, "Compensation—Stock Compensation" ("ASC 718"). The Company recognizes these compensation costs net of a forfeiture rate for only those awards expected to vest, on a straight-line basis over the requisite service period of the award, which is over periods of 3 years for stock options; 2 to 5 years for employee restricted stock and RSUs; and 1 to 2 years for non-employee restricted stock and RSUs. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Transactions related to restricted stock and RSUs are summarized as follows:


				Weighted Average		Aggregate
				Grant Date Fair		Intrinsic Value
	Shares			Value		(In thousands)
Nonvested restricted stock and RSUs at January 31, 2010	101,238		$	45.31
Granted	41,060			46.98
Vested	(29,838	)		66.77
Forfeited	(11,415	)		36.54
Nonvested restricted stock and RSUs at January 31, 2011	101,045		$	40.64	$	3,397
Granted	43,444			48.30
Vested	(34,615	)		46.46
Forfeited	(8,546	)		37.55
Nonvested restricted stock and RSUs at December 31, 2011	101,328		$	42.20	$	5,755
Total restricted stock and RSUs at December 31, 2011	142,706		$	51.65	$	8,106

Compensation expense related to restricted stock and RSUs for the eleven months ended December 31, 2011 and the years ended January 31, 2011 and 2010 was approximately $1.5 million, $2.1 million and $2.7 million, respectively. The total recognized tax benefit for the eleven months ended December 31, 2011 and the years ended January 31, 2011 and 2010 was approximately $0.5 million, $0.7 million and $0.9 million, respectively. The total intrinsic value of restricted stock and RSUs vested for the eleven months ended December and the year ended January 31, 2011 was $2.4 million and $1.2 million, respectively. The weighted average grant date fair value of restricted stock and RSUs granted during the eleven months ended December 31, 2011 and the years ended January 31, 2011 and 2010 was approximately $48, $47 and $33 per share, respectively. The average grant date fair value of restricted stock and RSUs vested for the eleven months ended December 31, 2011 and the years ended January 31, 2011 and 2010 was approximately $46, $67 and $88 per share, respectively.

As of December 31, 2011, there was $1.4 million of unearned compensation expense related to non-vested restricted stock and RSU awards. This cost is expected to be recognized over a weighted average period of 1.8 years. The total unrecognized stock-based compensation cost to be recognized in future periods as of December 31, 2011 does not consider the effect of stock-based awards that may be issued in subsequent periods.

Transactions involving stock options are summarized as follows:


				Weighted	Weighted Average
				Average	Remaining	Aggregate Intrinsic
	Option Shares			Exercise Price	Contractual Life	Value
Outstanding at January 31, 2010	62,125		$	107.68	2.42	-
Options expired	(14,525	)		102.86
Outstanding and exercisable at January 31, 2011	47,600			109.16	1.71	-
Options expired	(12,550	)		107.46
Outstanding and exercisable at December 31, 2011	35,050		$	109.76	0.91	-

At December and January 31, 2011, options to purchase 35,050 and 47,600 shares, respectively, were vested and exercisable.

The aggregate intrinsic value in the table above represents the difference between the Company's closing stock price on the last trading day for the year ended December 31, 2011 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2011. Intrinsic value will change in future periods based on the fair market value of the Company's stock and the number of shares outstanding. There were no grants or exercises in the eleven months ended December 31, 2011, or the years ended January 31, 2011 and 2010.