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Share-Based Payments | 12 Months Ended
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Jan. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Share-Based Payments | 12. Share-Based Payments The Company accounts for share-based compensation under the provisions of ASC 718, Compensation – Stock Compensation (“ASC 718”), which requires the Company to measure and recognize compensation expense for all share-based payments at fair value. Total share-based compensation expense included in the Consolidated Statements of Operations for Fiscal 2020, Fiscal 2019 and Fiscal 2018 was $32.8 million ($24.6 million, net of tax), $23.0 million ($17.9 million, net of tax) and $27.5 million ($20.9 million, net of tax), respectively. ASC 718 requires recognition of compensation cost under a non-substantive vesting period approach for awards containing provisions that accelerate or continue vesting upon retirement. Accordingly, for awards with such provisions, the Company recognizes compensation expense over the period from the grant date to the date retirement eligibility is achieved, if that is expected to occur during the nominal vesting period. Additionally, for awards granted to retirement eligible employees, the full compensation cost of an award must be recognized immediately upon grant. At January 30, 2021, the Company had awards outstanding under three share-based compensation plans, which are described below. Share-based compensation plans 2020 Stock Award and Incentive Plan (“2020 Plan”) The 2020 Plan was approved by the stockholders on April 13, 2020. The 2020 Plan authorized 10.2 million shares for issuance, in the form of options, stock appreciation rights (“SARS”), restricted stock, restricted stock units, bonus stock and awards, performance awards, dividend equivalents and other stock-based awards. The 2020 Plan provides that for awards intended to qualify as “performance-based compensation” under Code Section 162(m), (i) the maximum number of shares awarded to any individual may not exceed 3.0 million shares per year for options and SARS and (ii) no more than 1.5 million shares may be granted with respect to each of restricted shares of stock and restricted stock units (subject to certain adjustments and exceptions provided therein). The 2020 Plan allows the Compensation Committee of the Board to determine which employees receive awards and the terms and conditions of the awards under the 2020 Plan. The 2020 Plan provides for grants to directors who are not officers or employees of the Company, which are not to exceed in value $750,000 in any single fiscal year. Through January 30, 2021, approximately 0.9 million shares of restricted stock and approximately 0.8 million shares of common stock had been granted under the 2020 Plan to employees and directors. Approximately 50% of the restricted stock awards are performance-based and are earned if the established performance goals are met. The remaining 50% of the restricted stock awards are time-based and 94% vest ratably over three years and 6% vest over a period of one to two years. 2017 Stock Award and Incentive Plan (“2017 Plan”) The 2017 Plan was approved by the stockholders on May 23, 2017. The 2017 Plan authorized 11.2 million shares for issuance, in the form of options, stock appreciation rights (“SARS”), restricted stock, restricted stock units, bonus stock and awards, performance awards, dividend equivalents and other stock-based awards. The 2017 Plan provides that for awards intended to qualify as “performance-based compensation” under Code Section 162(m) (i) the maximum number of shares awarded to any individual may not exceed 3.0 million shares per year for options and SARS and (ii) no more than 1.5 million shares may be granted with respect to each of restricted shares of stock and restricted stock units (subject to certain adjustments and exceptions provided therein). The 2017 Plan allows the Compensation Committee of the Board to determine which employees receive awards and the terms and conditions of the awards under the 2017 Plan. The 2017 Plan provides for grants to directors who are not officers or employees of the Company, which are not to exceed in value $750,000 in any single fiscal year. Through January 30, 2021, approximately 7.7 million shares of restricted stock and approximately 3.5 million shares of common stock had been granted under the 2017 Plan to employees and directors. Approximately 70% of the restricted stock awards are performance-based and are earned if the established performance goals are met. The remaining 30% of the restricted stock awards are time-based and 98% vest ratably over three years and 2% vest over a period of one to two years. After April 13, 2020, no new awards may be granted under the 2017 Plan and all outstanding awards at that time continued in force and operation in accordance with their respective terms. 2014 Stock Award and Incentive Plan (“2014 Plan”) The 2014 Plan was approved by the stockholders on May 29, 2014. The 2014 Plan authorized 11.5 million shares for issuance, in the form of options, SARS, restricted stock, restricted stock units, bonus stock and awards, performance awards, dividend equivalents and other stock-based awards. The 2014 Plan provides that the maximum number of shares awarded to any individual may not exceed 4.0 million shares per year for options and SARS and no more than 1.5 million shares may be granted with respect to each of restricted shares of stock and restricted stock units (subject to certain adjustments and exceptions provided therein). The 2014 Plan allows the Compensation Committee of the Board to determine which employees receive awards and the terms and conditions of the awards under the 2014 Plan. The 2014 Plan provides for grants to directors who are not officers or employees of the Company, which are not to exceed in value $300,000 in any single calendar year ($500,000 in the first year a person becomes a non-employee director). Through February 3, 2018, approximately 6.3 million shares of restricted stock and approximately 2.6 million shares of common stock had been granted under the 2014 Plan to employees and directors. Approximately 60% of the restricted stock awards are performance-based and are earned if the established performance goals are met. The remaining 40% of the restricted stock awards are time-based and 89% vest ratably over three years, 5% vest ratably over two years and 6% cliff vest in three years. After May 23, 2017, no new awards may be granted under the 2014 Plan and all outstanding awards at that time continued in force and operation in accordance with their respective terms. Stock Option Grants The Company has granted time-based stock options under the 2014, 2017 and 2020 Plans. Time-based stock option awards vest over the requisite service period of the award or to an employee’s eligible retirement date, if earlier. A summary of the Company’s stock option activity under the 2014, 2017 and 2020 Plans for Fiscal 2020 follows:
|  | For the Year Ended January 30, 2021 |
|  |  |  |  |  | Weighted- Average |  |  | Weighted- Average Remaining Contractual |  |  | Aggregate Intrinsic |
|  | Options |  |  | Exercise Price |  |  | Term |  |  | Value |
|  | (In thousands) |  |  |  |  |  |  | (In years) |  |  | (In thousands) |
Outstanding - February 1, 2020 |  |  | 2,584 |  |  | $ | 18.18 |  |  |  |  |  |  |  |  |
Granted |  |  | 1,705 |  |  | $ | 10.30 |  |  |  |  |  |  |  |  |
Exercised (1) |  |  | (193 | ) |  | $ | 15.35 |  |  |  |  |  |  |  |  |
Cancelled |  |  | (156 | ) |  | $ | 19.23 |  |  |  |  |  |  |  |  |
Outstanding - January 30, 2021 |  |  | 3,940 |  |  | $ | 14.87 |  |  |  | 4.9 |  |  | $ | 30,806 |
Vested and expected to vest - January 30, 2021 |  |  | 2,890 |  |  | $ | 15.52 |  |  |  | 3.3 |  |  | $ | 20,439 |
Exercisable - January 30, 2021 (2) |  |  | 1,532 |  |  | $ | 17.26 |  |  |  | 1.4 |  |  | $ | 8,319 |
(1) | Options exercised during Fiscal 2020 ranged in price from $17.25 to $20.15.
(2) Options exercisable represent “in-the-money” vested options based upon the weighted average exercise price of vested options compared to the Company’s stock price on January 30, 2021. The weighted-average grant date fair value of stock options granted during Fiscal 2020 and Fiscal 2019 was $3.06 and $5.98, respectively. The aggregate intrinsic value of options exercised during Fiscal 2020, Fiscal 2019, and Fiscal 2018 was $0.7 million, $0.8 million and $7.4 million, respectively. Cash received from the exercise of stock options and the actual tax benefit realized from share-based payments was $3.3 million and $1.2 million, respectively, for Fiscal 2020. Cash received from the exercise of stock options and the actual tax benefit realized from share-based payments was $2.1 million and $1.2 million, respectively, for Fiscal 2019. Cash received from the exercise of stock options and the actual tax benefit realized from share-based payments was $15.5 million and $3.1 million, respectively, for Fiscal 2018. The fair value of stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions:
|  | For the Years Ended |
|  | January 30, | February 1, |
Black-Scholes Option Valuation Assumptions |  | 2021 | 2020 |
Risk-free interest rates (1) |  | 0.3 - 0.6% | 2.2% |
Dividend yield |  | 3.5 - 6.0 % | 2.4% |
Volatility factors of the expected market price of the Company's common stock (2) |  | 43.1 - 48.7% | 38.2% |
Weighted-average expected term (3) |  | 4.4 years | 4.4 years |
(1) | Based on the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected life of our stock options.
(2) | Based on the historical volatility of the Company’s common stock.
(3) | Represents the period of time options are expected to be outstanding. The weighted average expected option terms were determined based on historical experience.
As of January 30, 2021, there was $5.3 million of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted average period of 1.9 years. Restricted Stock Grants Time-based restricted stock awards are comprised of time-based restricted stock units. These awards vest over three years. Time-based restricted stock units receive dividend equivalents in the form of additional time-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award. Performance-based restricted stock awards include performance-based restricted stock units. These awards cliff vest at the end of a three-year period based upon the Company’s achievement of pre-established goals throughout the term of the award. Performance-based restricted stock units receive dividend equivalents in the form of additional performance-based restricted stock units, which are subject to the same restrictions and forfeiture provisions as the original award. The grant date fair value of some restricted stock awards is based on the closing market price of the Company’s common stock on the date of grant. A Monte-Carlo simulation was utilized for the remaining performance awards. A summary of the activity of the Company’s restricted stock is presented in the following tables:
|  | Time-Based Restricted Stock Units |  |  | Performance- Based Restricted Stock Units |
|  | For the year ended |  |  | For the year ended |
|  | January 30, 2021 |  |  | January 30, 2021 |
(Shares in thousands) |  | Shares |  |  | Weighted-Average Grant Date Fair Value |  |  | Shares |  |  | Weighted-Average Grant Date Fair Value |
Non-vested - February 1, 2020 |  |  | 2,196 |  |  | $ | 18.56 |  |  |  | 2,138 |  |  | $ | 18.38 |
Granted |  |  | 2,729 |  |  |  | 9.35 |  |  |  | 516 |  |  |  | 15.68 |
Vested |  |  | (959 | ) |  |  | 16.69 |  |  |  | (319 | ) |  |  | 14.50 |
Cancelled/Forfeited |  |  | (268 | ) |  |  | 16.16 |  |  |  | (467 | ) |  |  | 22.28 |
Non-vested - January 30, 2021 |  |  | 3,698 |  |  | $ | 12.42 |  |  |  | 1,868 |  |  | $ | 17.44 |
As of January 30, 2021, there was $27.7 million of unrecognized compensation expense related to non-vested time-based restricted stock unit awards that is expected to be recognized over a weighted average period of 1.9 years. Based on current probable performance, there is $5.4 million of unrecognized compensation expense related to performance-based restricted stock unit awards expected to be recognized as achievement of performance goals is probable over a one to two-year period. As of January 30, 2021, the Company had 8.9 million shares available for all equity grants.

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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