STOCK-BASED COMPENSATION

3 Months Ended

May 03, 2015

NOTE B. 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 May 3, 2015, there were approximately 2,737,000 shares available for future grant under the plan. Subsequently, on May 29, 2015, our stockholders approved an amendment and restatement of the Plan to, among other things, increase the shares issuable by 6,550,000 shares and extend the term to 2025. 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 method. During the thirteen weeks ended May 3, 2015 and May 4, 2014, we recognized total stock-based compensation expense, as a component of selling, general and administrative expenses, of $14,010,000 and $12,368,000, respectively.

Stock Options

The following table summarizes our stock option activity during the thirteen weeks ended May 3, 2015:


	Shares
Balance at February 1, 2015		107,000
Granted		0
Exercised		(47,737	)
Cancelled		0
Balance at May 3, 2015 (100% vested)		59,263

Stock-Settled Stock Appreciation Rights

The following table summarizes our stock-settled stock appreciation right activity during the thirteen weeks ended May 3, 2015:


	Shares
Balance at February 1, 2015		1,159,948
Granted		0
Converted into common stock		(160,350	)
Cancelled		(1,186	)
Balance at May 3, 2015		998,412
Vested at May 3, 2015		976,987
Vested plus expected to vest at May 3, 2015		991,233

Restricted Stock Units

The following table summarizes our restricted stock unit activity during the thirteen weeks ended May 3, 2015:


	Shares
Balance at February 1, 2015		2,313,477
Granted		729,536
Released		(545,484	)
Cancelled		(16,245	)
Balance at May 3, 2015		2,481,284
Vested plus expected to vest at May 3, 2015		1,720,829

- 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.

+ References+ Details