Note C: Stock-Based Compensation

Stock-based compensation. For the three month periods ended April 28, 2012 and April 30, 2011, the Company recognized stock-based compensation expense as follows:


	Three Months Ended
	April 28,		April 30,
($000)	2012		2011
Restricted stock	$	6,748	$	5,478
Performance awards		4,396		4,074
ESPP		443		342
Total	$	11,587	$	9,894

Total stock-based compensation recognized in the Company's Condensed Consolidated Statements of Earnings for the three month periods ended April 28, 2012 and April 30, 2011 is as follows:


	Three Months Ended
	April 28,		April 30,
Statements of Earnings Classification ($000)	2012		2011
Cost of goods sold	$	4,991	$	4,529
Selling, general and administrative		6,596		5,365
Total	$	11,587	$	9,894

Restricted stock. The Company grants restricted shares to directors, officers, and key employees. The market value of restricted shares at the date of grant is amortized to expense ratably over the vesting period of generally three to five years.

During the quarter ended April 28, 2012, shares purchased by the Company for tax withholding totaled approximately 406,000 shares and are considered treasury shares which are available for reissuance. As of April 28, 2012, shares subject to repurchase related to unvested restricted stock totaled 4.9 million shares.


			Weighted
			average
	Number of		grant date
(000, except per share data)	shares		fair value
Unvested at January 28, 2012	5,353		$	23.23
Awarded	771			47.02
Released	(1,216	)		18.69
Forfeited	(7	)		20.38
Unvested at April 28, 2012	4,901		$	28.13

The unamortized compensation expense for all plans at April 28, 2012 was $93.4 million which is expected to be recognized over a weighted-average remaining period of 2.3 years. The unamortized compensation expense for all plans at April 30, 2011 was $80.0 million which is expected to be recognized over a weighted-average remaining period of 2.4 years.

Performance shares. The Company has a performance share award program for senior executives. A performance share award represents a right to receive shares of restricted stock or restricted stock units on a specified settlement date based on the Company's attainment of a profitability-based performance goal during the performance period, which is the Company's fiscal year. If attained, the restricted stock or units then issued vest over a service period, generally two to three years from the date the performance award was granted. Shares related to restricted stock units earned are deferred for release generally one year from the date earned. During the quarter ended April 28, 2012, the Company issued approximately 467,000 restricted shares and 151,000 restricted stock units in settlement of the fiscal 2011 awards. The Company issued approximately 656,000 restricted shares during the quarter ended April 30, 2011 in settlement of the fiscal 2010 awards.

Employee stock purchase plan. Under the Employee Stock Purchase Plan ("ESPP"), eligible employees participating in the quarterly offering period can choose to have up to the lesser of 10% or $21,250 of their annual base earnings withheld to purchase the Company's common stock. The purchase price of the stock is 85% of the closing market price on the date of purchase. In addition, purchases occur on a quarterly basis (on the last trading day of each calendar quarter). The Company recognizes expense for ESPP purchase rights equal to the value of the 15% discount given on the purchase date.

Stock option activity. The following table summarizes stock option activity for the three month period ended April 28, 2012:

					Weighted
			Weighted		average
			average		remaining	Aggregate
	Number of		exercise		contractual	intrinsic
(000, except per share data)	shares		price		term	value
Outstanding at January 28, 2012	2,418		$	13.24
Granted	-			-
Exercised	(459	)		11.86
Forfeited	-			-

Outstanding at April 28, 2012, all vested	1,959		$	13.56	2.74	$	95,322

No stock options were granted during the three month periods ended April 28, 2012 and April 30, 2011.

The following table summarizes information about the weighted average remaining contractual life (in years) and the weighted average exercise prices for stock options both outstanding and exercisable as of April 28, 2012 (number of shares in thousands):


					Options outstanding and exercisable
					Number of	Remaining	Exercise
Exercise price range					shares	life	price
$	8.19	to	$	13.36	499	1.72	$	11.29
	13.37	to		13.91	493	3.55		13.84
	13.92	to		14.35	513	2.78		14.29
	14.36	to		16.43	454	2.95		14.94
$	8.19	to	$	16.43	1,959	2.74	$	13.56