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, non-qualified stock options, PSU’s or 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, 2014, there were 5,760,409 and 32,682 common shares available to grant under the 2008 and 2004 Stock Incentive Plans, respectively.

A lattice binomial pricing model (“the 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 unvested share-based awards granted during the fiscal years ended January 31, 2014, 2013 and 2012. For share-based awards granted in previous years that remain unvested, an annualized forfeiture rate of 5% 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 “Selling, general and administrative expenses” in the Consolidated Statements of Income, for the fiscal years ended January 31, 2014, 2013 and 2012 was as follows:


	Fiscal Year Ended January 31,
	2014		2013			2012
Stock Options	$	2,621	$	2,214		$	2,886
Stock Appreciation Rights		2,918		2,578			1,111
Performance Stock Units (1)(2)		9,956		6,124			(959	)
Restricted Stock Units		247		(24	)		30

Total	$	15,742	$	10,892		$	3,068

(1)	Includes the reversal of $3,418 of previously recognized compensation expense in fiscal 2013, related to 320,200 PSU’s that will not vest as the achievement of the related performance target is not probable.

(2)	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.

The total tax benefit associated with share-based compensation expense for the fiscal years ended January 31, 2014, 2013 and 2012 was $5,976, $3,921 and $1,058, respectively.

Stock Options

The Company may grant 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 Year Ended January 31,
	2014			2013			2012
Expected life, in years		3.5			3.6			3.5
Risk-free interest rate		0.6	%		0.5	%		0.9	%
Volatility		36.0	%		45.0	%		50.0	%
Dividend rate		—			—			—

The following table summarizes the Company’s stock option activity for the fiscal year ended January 31, 2014:


	Shares			Weighted- Average Exercise Price		Weighted- Average Contractual Terms (years)		Aggregate Intrinsic Value
Awards outstanding at beginning of year		4,316,740		$	27.82
Granted		100,000			46.02
Exercised		(1,583,296	)		22.24
Forfeited or Expired		(20,250	)		36.14

Awards outstanding at end of year		2,813,194			31.55		2.3	$	14,502
Awards outstanding expected to vest		2,803,242			31.55		2.3	$	13,777

Awards exercisable at end of year		2,614,160		$	31.00		2.3	$	13,923

The following table summarizes other information related to stock options during the years ended January 31, 2014, 2013 and 2012:


	Fiscal Year Ended January 31,
	2014		2013		2012
Weighted-average grant date fair value—per share	$	9.67	$	7.71	$	10.36
Intrinsic value of awards exercised	$	30,450	$	19,544	$	22,615
Net cash proceeds from the exercise of stock options	$	35,218	$	30,671	$	4,136

The Company recognized tax benefits related to stock options of $10,312, $6,532 and $953 for the fiscal years ended January 31, 2014, 2013 and 2012, respectively. Total unrecognized compensation cost of stock options granted but not yet vested, as of January 31, 2014, was $767, which is expected to be recognized over the weighted-average period of 0.6 years.

Stock Appreciation Rights

The Company may grant SAR’s which 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. 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,
	2014			2013			2012
Expected life, in years		5.6			5.0			4.8
Risk-free interest rate		1.0	%		0.9	%		0.8	%
Volatility		46.0	%		48.2	%		48.8	%
Dividend rate		—			—			—

The following table summarizes the Company’s SAR activity for the fiscal year ended January 31, 2014:


	Awards			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Awards outstanding at beginning of year		1,198,800		$	31.15
Granted		27,500			39.06
Exercised		(63,400	)		28.11
Forfeited or Expired		(60,425	)		34.64

Awards outstanding at end of year		1,102,475			31.33		5.7	$	5,330
Awards outstanding expected to vest		1,064,159			31.33		5.7	$	5,063

Awards exercisable at end of year		336,150		$	30.72		5.7	$	1,722

The following table summarizes other information related to SAR’s during the years ended January 31, 2014, 2013 and 2012:


	Fiscal Year Ended January 31,
	2014		2013		2012
Weighted-average grant date fair value—per share	$	14.11	$	11.85	$	9.50
Intrinsic value of awards exercised	$	848	$	—	$	—

The Company recognized tax benefits related to SAR’s of $305 for the fiscal year ended January 31, 2014. There were no tax benefits related to SAR’s for the fiscal years ended January 31, 2013 and January 31, 2012. Total unrecognized compensation cost of SAR’s granted, but not yet vested, as of January 31, 2014, was $5,873, which is expected to be recognized over the weighted-average period of 2.4 years.

Performance Stock Units

The Company may grant 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, 2014:


	Shares			Weighted- Average Fair Value
Non-vested awards outstanding at beginning of year		2,599,610		$	17.42
Granted		1,462,000			25.13
Vested		—			—
Forfeited		(352,385	)		17.24

Non-vested awards outstanding at end of year		3,709,225		$	20.48

The weighted-average grant date fair value of PSU’s awarded during the fiscal years ended January 31, 2014, 2013 and 2012 was $25.13, $18.22 and $16.21, per share, respectively. No PSU’s vested during the fiscal years ended January 31, 2014, 2013 and 2012. Unrecognized compensation cost related to unvested PSU’s as of January 31, 2014 was $44,074, which is expected to be recognized over a weighted-average period of 3.4 years.

Restricted Stock Units

The Company may grant 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 activity for the fiscal year ended January 31, 2014:


	Shares		Weighted- Average Fair Value
Non-vested awards outstanding at beginning of year		—	$	—
Granted		10,000		39.06
Vested		—		—
Forfeited		—		—

Non-vested awards outstanding at end of year		10,000	$	39.06

The weighted-average grant date fair value of RSU’s awarded during the fiscal year ended January 31, 2014 was $39.06 per share. There were no RSU’s granted during the fiscal year ended January 31, 2013. The weighted-average grant date fair value of RSU’s awarded during the fiscal year ended January 31, 2012 was $20.08 per share. No RSU’s vested during the fiscal years ended January 31, 2014 and January 31, 2013. The aggregate grant date fair value of RSU’s vested during the fiscal year ended January 31, 2012 was $12. Unrecognized compensation cost related to unvested RSU’s as of January 31, 2014 was $127, which is expected to be recognized over a weighted-average period of 1.0 year.