Note H: Stock-Based Compensation

Equity Award Programs

Our Amended and Restated 2001 Long-Term Incentive Plan (the “Plan”) provides for grants of incentive stock options, nonqualified stock options, stock-settled stock appreciation rights (collectively, “option awards”), restricted stock awards, restricted stock units (including those that are performance-based), deferred stock awards (collectively, “stock awards”) and dividend equivalents up to an aggregate of 25,760,000 shares. As of February 1, 2015, there were approximately 4,354,000 shares available for future grant. Awards may be granted under the Plan to officers, employees and non-employee members of the board of directors of the company (the “Board”) or any parent or subsidiary. Shares issued as a result of award exercises or releases are primarily funded with the issuance of new shares.

Option Awards

Annual grants of option awards are limited to 1,000,000 shares on a per person basis and have a maximum term of seven years. The exercise price of these option awards is not less than 100% of the closing price of our stock on the day prior to the grant date. Option awards granted to employees generally vest over a period of four years for service-based awards. Certain option awards contain vesting acceleration clauses resulting from events including, but not limited to, retirement, merger or a similar corporate event.

Stock Awards

Annual grants of stock awards are limited to 400,000 shares on a per person basis. Stock awards granted to employees generally vest evenly over a period of four years for service-based awards. Certain performance-based awards, which have variable payout conditions based on predetermined financial targets, vest three years from the date of grant. Certain stock awards and other agreements contain vesting acceleration clauses resulting from events including, but not limited to, retirement, merger or a similar corporate event. Stock awards granted to non-employee Board members generally vest in one year. Non-employee Board members automatically receive stock awards on the date of their initial election to the Board and annually thereafter on the date of the annual meeting of stockholders (so long as they continue to serve as a non-employee Board member).

Stock-Based Compensation Expense

We measure and record stock-based compensation expense for all employee stock-based awards using a fair value based method. During fiscal 2014, fiscal 2013 and fiscal 2012, we recognized total stock-based compensation expense, as a component of selling, general and administrative expenses, of $44,632,000, $38,788,000 and $31,042,000, respectively. As of February 1, 2015, there was $52,317,000 of unrecognized stock-based compensation expense (net of estimated forfeitures), which we expect to recognize on a straight-line basis over a weighted average remaining service period of approximately two years. At each reporting period, all compensation expense attributable to vested awards has been fully recognized.

Stock Options

The following table summarizes our stock option activity during fiscal 2014:


	Shares			Weighted Average Exercise Price		Weighted Average Contractual Term Remaining (Years)	Intrinsic Value¹
Balance at February 2, 2014 (100% vested)		222,488		$	37.11
Granted		0			0
Exercised		(115,488	)		35.30
Cancelled		0			0
Balance at February 1, 2015 (100% vested)		107,000		$	39.05	0.81	$	4,194,000

¹	Intrinsic value for outstanding and vested options is based on the excess of the market value of our common stock on the last business day of the fiscal year (or $78.25) over the exercise price.

No stock options were granted in fiscal 2014, fiscal 2013 or fiscal 2012. The total intrinsic value of stock options exercised was $3,564,000 for fiscal 2014, $3,834,000 for fiscal 2013 and $5,497,000 for fiscal 2012. Intrinsic value for options exercised is based on the excess of the market value over the exercise price on the date of exercise.

Stock-Settled Stock Appreciation Rights

A stock-settled stock appreciation right is an award that allows the recipient to receive common stock equal to the appreciation in the fair market value of our common stock between the grant date and the conversion date for the number of shares converted.

The following table summarizes our stock-settled stock appreciation right activity during fiscal 2014:


	Shares			Weighted Average Conversion Price¹		Weighted Average Contractual Term Remaining (Years)	Intrinsic Value²
Balance at February 2, 2014		1,859,762		$	29.19
Granted		0			0
Converted into common stock		(674,338	)		28.47
Cancelled		(25,476	)		40.19
Balance at February 1, 2015		1,159,948		$	29.36	3.27	$	56,711,000
Vested at February 1, 2015		892,712		$	26.06	3.29	$	46,590,000
Vested plus expected to vest at February 1, 2015		1,086,001		$	28.62	3.27	$	53,903,000

¹	Conversion price is equal to the market value on the date of grant.

²	Intrinsic value for outstanding and vested rights is based on the excess of the market value of our common stock on the last business day of the fiscal year (or $78.25) over the conversion price.

No stock-settled stock appreciation rights were granted in fiscal 2014, fiscal 2013 or fiscal 2012. The total intrinsic value of awards converted to common stock was $26,837,000 for fiscal 2014, $18,046,000 for fiscal 2013 and $31,569,000 for fiscal 2012. Intrinsic value for conversions is based on the excess of the market value over the conversion price on the date of conversion.

Restricted Stock Units

The following table summarizes our restricted stock unit activity during fiscal 2014:


	Shares			Weighted Average Grant Date Fair Value		Weighted Average Contractual Term Remaining (Years)	Intrinsic Value¹
Balance at February 2, 2014		3,079,651		$	40.11
Granted		965,217			63.18
Released		(1,548,779	)		35.12
Cancelled		(182,612	)		47.87
Balance at February 1, 2015		2,313,477		$	52.47	2.52	$	181,030,000
Vested plus expected to vest at February 1, 2015		1,571,376		$	52.70	2.61	$	122,960,000

¹	Intrinsic value for outstanding and unvested restricted stock units is based on the market value of our common stock on the last business day of the fiscal year (or $78.25).

The following table summarizes additional information about restricted stock units:


	Fiscal 2014		Fiscal 2013		Fiscal 2012
Weighted average grant date fair value per share of awards granted	$	63.18	$	53.59	$	37.94
Intrinsic value of awards released¹	$	101,189,000	$	24,568,000	$	16,730,000

¹	Intrinsic value for releases is based on the market value on the date of release.

Tax Effect

We present tax benefits resulting from the settlement of stock-based awards as operating cash flows in our Consolidated Statements of Cash Flows. Tax deductions in excess of the cumulative compensation cost recognized for stock-based awards settled are presented as a financing cash inflow and an operating cash outflow. During fiscal 2014, fiscal 2013 and fiscal 2012, net proceeds from the exercise of stock-based awards was $4,077,000, $6,614,000 and $14,637,000, respectively, and the current tax benefit related to stock-based awards totaled $52,798,000, $17,940,000 and $21,477,000, respectively.