9. Share-Based Compensation

The Company's 2008 and 2004 Stock Incentive Plans each authorize up to 10,000,000 common shares, which can be granted as RSU's, unrestricted shares, incentive stock options, nonqualified stock options, PSU's or as SAR's. Awards under these plans generally expire seven or ten years from the date of grant, thirty days after termination of employment or six months after the date of death or termination due to disability of the grantee. As of January 31, 2012 there were 6,951,650 and 902,516 common shares available to grant under the 2008 and 2004 Stock Incentive Plans, respectively.

A Lattice Binomial pricing model ("Model") was used to estimate the fair value of stock options and SAR's. The Model allows for assumptions such as the risk-free rate of interest, volatility and exercise rate to vary over time reflecting a more realistic pattern of economic and behavioral occurrences. The Company uses historical data on exercise timing to determine the expected life assumption. The risk-free rate of interest for periods within the contractual life of the award is based on U.S. Government Securities Treasury Constant Maturities over the expected term of the equity instrument. The expected volatility is based on a weighted average of the implied volatility and the Company's most recent historical volatility.

Based on the Company's historical experience, it has assumed an annualized forfeiture rate of 5% for its non-vested share based awards granted during the fiscal years ended January 31, 2012 and 2011. For share based awards granted in previous years that remain non-vested, an annualized forfeiture rate of 2% has been assumed. The Company will record additional expense if the actual forfeiture rate is lower than it estimated, and will record a recovery of prior expense if the actual forfeiture is higher than estimated.

Share based compensation expense, included in the Consolidated Statements of Income, for the fiscal years ended January 31, 2012, 2011 and 2010 was as follows:


	Fiscal Year Ended January 31,
	2012			2011		2010
Stock Options	$	2,886		$	4,331	$	2,975
Stock Appreciation Rights		1,111			463		—
Performance Share Units (1)		(959	)		5,929		1,349
Restricted Shares		30			2		442

Total	$	3,068		$	10,725	$	4,766

(1)	Includes the reversal of $8,800 of previously recognized compensation expense in fiscal 2012, related to 1,054,466 PSU's, granted to a former executive officer of the Company, that will not vest due to the service requirement not being met.

Stock Options

The Company grants stock options which generally vest over a period of three to five years. Stock options become exercisable over the vesting period in installments determined by the administrator, which can vary depending upon each individual grant. Stock options granted to non-employee directors generally vest over a period of one year. The following weighted average assumptions were used in the Model to estimate the fair value of stock options at the date of grant:


	Fiscal 2012			Fiscal 2011			Fiscal 2010
Expected life, in years		3.5			4.3			4.2
Risk-free interest rate		0.9	%		1.8	%		2.0	%
Volatility		50.0	%		49.9	%		51.4	%
Dividend rate		—			—			—

The following table summarizes the Company's stock option activity:


	Fiscal Year Ended January 31, 2012
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Awards outstanding at beginning of year		8,330,683		$	24.31
Granted		100,000			36.07
Exercised		(1,912,967	)		14.17
Forfeited or Expired		(487,066	)		35.01

Awards outstanding at end of year		6,030,650			26.86		3.5	$	23,918
Awards outstanding expected to vest		5,980,827			26.86		3.5	$	23,344

Awards exercisable at end of year		5,140,725		$	25.63		3.3	$	23,377

The following table summarizes other information related to stock options during the years ended January 31, 2012, 2011 and 2010:


	Fiscal Year Ended January 31,
	2012		2011		2010
Weighted-average grant date fair value—per share	$	10.36	$	12.07	$	8.35
Intrinsic value of awards exercised	$	22,615	$	55,100	$	16,613
Net cash proceeds from the exercise of stock options	$	4,136	$	24,129	$	3,250
Actual income tax benefit realized from stock option exercises	$	8,995	$	12,847	$	6,390

The Company recognized tax benefits, related to stock options of $953, $1,336 and $1,034, in the accompanying Consolidated Statements of Income for the fiscal years ended January 31, 2012, 2011 and 2010, respectively. Total unrecognized compensation cost of stock options granted but not yet vested, as of January 31, 2012, was $6,044, which is expected to be recognized over the weighted average period of 2.09 years.

The following table summarizes information concerning outstanding and exercisable stock options as of January 31, 2012:


	Awards Outstanding						Awards Exercisable
Range of Exercise Prices	Amount Outstanding		Wtd. Avg. Remaining Contractual Life		Wtd. Avg. Exercise Price		Amount Exercisable		Wtd. Avg. Exercise Price
$ 0.00 - $ 3.96		41,900		0.2	$	2.86		41,900	$	2.86
$ 3.97 - $ 7.92		630,500		1.4		4.72		630,500		4.72
$11.87 - $15.83		579,000		2.4		14.38		579,000		14.38
$15.84 - $19.79		138,750		4.2		19.12		80,000		19.77
$19.80 - $23.75		119,000		4.0		22.06		115,000		22.07
$23.76 - $27.71		497,000		3.6		25.62		472,000		25.65
$27.72 - $31.66		2,512,500		3.7		31.06		2,505,375		31.06
$31.67 - $35.62		494,600		4.5		32.98		161,960		32.62
$35.63 - $39.58		1,017,400		4.0		37.60		554,990		37.78

		6,030,650		3.5	$	26.86		5,140,725	$	25.63

Stock Appreciation Rights

The Company granted SAR's during fiscal 2012 and 2011. There were no SAR's issued or outstanding during fiscal 2010. These SAR's generally vest over a five year period. Each vested SAR entitles the holder the right to the differential between the value of the Company's common share price at the date of exercise and the value of the Company's common share price at the date of grant. As of January 31, 2012, none of these SAR's had vested. The following weighted average assumptions were used in the Model to estimate the fair value of SAR's at the date of grant:


	Fiscal Year Ended January 31,
	2012			2011
Expected life, in years		4.8			5.3
Risk-free interest rate		0.8	%		1.6	%
Volatility		48.8	%		47.9	%
Dividend rate		—			—

The following table summarizes the Company's SAR activity:


	Fiscal Year Ended January 31, 2012
	Awards			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Awards outstanding at beginning of year		488,800		$	32.84
Granted		208,500			26.89
Exercised		—			—
Forfeited or Expired		(46,500	)		32.80

Awards outstanding at end of year		650,800			30.91		7.0	$	—
Awards outstanding expected to vest		618,260		$	30.91		7.0	$	—

Awards exercisable at end of year		—			—		—	$	—

Weighted average grant date fair value—per share	$	9.50

Total unrecognized compensation cost of SAR's granted, but not yet vested as of January 31, 2012 was $5,589, which is expected to be recognized over the weighted average period of 3.7 years.

Performance Share Units

The Company grants PSU's which vest based on the achievement of various company performance targets and external market conditions. The fair value of the PSU's are determined using a Monte Carlo simulation. Once the Company determines that it is probable that the performance targets will be met, compensation expense is recorded for these awards. If any of these performance targets are not met, the awards are forfeited. Each PSU is equal to one common share with varying maximum award value limitations. PSU's typically vest over a five year period.

The following table summarizes the Company's PSU activity for the fiscal year ended January 31, 2012:


	Shares			Weighted Average Fair Value
Non-vested awards outstanding at beginning of year		1,441,366		$	24.57
Granted		2,198,450			16.21
Vested		—			—
Forfeited		(1,115,866	)		24.76

Non-vested awards outstanding at end of year		2,523,950			17.23

The aggregate grant date fair value of PSU's awarded during fiscal 2012, 2011 and 2010 was $35,629, $9,621 and $26,932, respectively. No PSU's vested during fiscal year 2012. The aggregate grant date fair value of PSU's vested during fiscal year 2011 was $1,060. No PSU's vested during fiscal year 2010. Unrecognized compensation cost related to non-vested PSU's as of January 31, 2012 was $35,978 which is expected to be recognized over a weighted average period of 4.3 years.

Restricted Stock Units

The Company grants RSU's which vest based on the achievement of specified service and external market conditions. RSU's typically vest over a three to five year period.

The following table summarizes the Company's RSU's activity for the fiscal year ended January 31, 2012:


	Shares			Weighted Average Fair Value
Non-vested awards outstanding at beginning of year		1,000		$	36.64
Granted		10,000			20.08
Vested		(334	)		36.64
Exercised		—			—
Forfeited / Cancelled		—			—

Non-vested awards outstanding at end of year		10,666			21.11

The aggregate grant date fair value of RSU's awarded during fiscal 2012 and 2011 was $201 and $37, respectively. There were no RSU's awarded in fiscal 2010. The aggregate grant date fair value of RSU's vested during fiscal year 2012 was $12. No RSU's vested during fiscal years 2011 and 2010. Total unrecognized compensation cost for non-vested RSU's granted as of January 31, 2012 was $195, which is expected to be recognized over the weighted average period of 4.2 years.