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Share-Based Compensation Plans

12 Months Ended

Feb. 29, 2020

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Note 11 - Share-Based Compensation Plans

During the fiscal year we had equity transactions under one expired and two active share-based compensation plans. The expired plans consist of the 2008 Stock Incentive Plan (the “2008 Stock Incentive Plan”). The active plans consists of the 2018 Stock Incentive Plan (the "2018 Plan") and the 2018 Employee Stock Purchase Plan (the "2018 ESPP"). See the below tables for additional information. The plans are administered by the Compensation Committee of the Board of Directors, which consists of non-employee directors who are independent under the applicable listing standards for companies traded on the NASDAQ Stock Market LLC.

On August 22, 2018, our shareholders approved the 2018 Plan. The 2018 Plan permits the granting of stock options, stock appreciation rights, restricted stock awards ("RSAs"), restricted stock units ("RSUs"),

performance stock awards ("PSAs"), performance stock units ("PSUs"), and other stock-based awards. The aggregate number of shares for issuance under the 2018 Plan will not exceed 2,000,000 shares.

A summary of shares available for issue under the 2018 Plan follows:



Shares originally authorized	2,000,000
Less share awards issued	(6,464	)
Plus forfeitures	32,126
Less share awards previously vested and settled	—
Subtotal	2,025,662
Less RSUs and RSAs issuable upon vesting (1)	(259,932	)
Less maximum PSUs and PSAs issuable upon vesting (1)	(122,402	)
Shares available for issuance	1,643,328


(1)	RSUs, PSUs, RSAs, and PSAs potentially issuable are estimated assuming the maximum payouts adjusted for actual forfeitures to date.

The 2018 ESPP: On August 22, 2018, our shareholders approved the 2018 ESPP. The aggregate number of shares of common stock that may be purchased under the 2018 ESPP will not exceed 750,000 shares. Under the terms of the plan, employees may authorize the withholding of up to 15% of their wages or salaries to purchase our shares of common stock, not to exceed $25,000 of the fair market value of such shares for any calendar year. The purchase price for shares acquired under the 2018 ESPP is equal to the lower of 85% of the share's fair market value on either the first day of each option period or the last day of each period. The plan will expire by its terms on September 1, 2028. Shares of common stock purchased under the 2018 ESPP vest immediately at the time of purchase. Accordingly, the fair value award associated with their discounted purchase price is expensed at the time of purchase. During fiscal 2020, there were 14,848 shares purchased under the plan.

We recorded share-based compensation expense in SG&A as follows:



	Fiscal Years Ended Last Day of February,
(in thousands, except per share data)	2020			2019			2018
Stock options	$	189		$	829		$	1,634
Directors stock compensation	604			526			525
Performance based and other stock awards	21,351			20,047			12,631
Employee stock purchase plan	785			651			264
Share-based compensation expense	22,929			22,053			15,054
Less income tax benefits	(1,803		)	(1,395		)	(1,669		)
Share-based compensation expense, net of income tax benefits	$	21,126		$	20,658		$	13,385
Continuing operations earnings per share impact of share-based compensation expense:
Basic	$	0.84		$	0.79		$	0.49
Diluted	$	0.83		$	0.79		$	0.49

A summary of our total unrecognized share-based compensation expense as of February 29, 2020 is as follows:



(in thousands, except weighted average expense period data)	Unrecognized Compensation Expense		Weighted Average Period of Recognition (in years)
Stock options	$	19	0.6
Restricted stock (RSUs, PSUs, RSAs and PSAs)	18,515		2.0

Stock Options

There were no new grants of options made during fiscal 2020, 2019 or 2018. A summary of stock option activity under our expired plans is as follows:



(in thousands, except contractual term and per share data)	Options		Weighted Average Exercise Price (per share)		Weighted Average Grant Date Fair Value (per share)		Weighted Average Remaining Contractual Term (in years)	Intrinsic Value
Outstanding at February 28, 2017	448		$	57.41	$	20.54	5.0	$	18,097
Grants	—		—
Exercises	(126	)	52.28					5,400
Forfeitures / expirations	(22	)	72.37
Outstanding at February 28, 2018	300		58.35		32.04		4.3	9,606
Grants	—		—
Exercises	(126	)	49.82					6,414
Forfeitures / expirations	(11	)	80.33
Outstanding at February 28, 2019	163		63.47		48.64		3.6	7,925
Grants	—		—
Exercises	(93	)	57.09					9,059
Forfeitures / expirations	(1	)	87.61
Outstanding at February 29, 2020	69		$	71.78	$	92.82	3.2	$	6,333
Exercisable at February 29, 2020	66		$	71.10	$	93.50	3.1	$	6,157

A summary of non-vested stock option activity and changes under our expired share-based compensation plans follows:



(in thousands, except per share data)	Non- Vested Options		Weighted Average Grant Date Fair Value (per share)
Outstanding at February 28, 2017	280		22.48
Grants	—		—
Vested or forfeited	(155	)	25.02
Outstanding at February 28, 2018	125		19.31
Grants	—		—
Vested or forfeited	(88	)	14.67
Outstanding at February 28, 2019	37		$	30.44
Grants	—		—
Vested or forfeited	(35	)	27.36
Outstanding at February 29, 2020	2		$	74.09

Director Restricted Stock Awards

Under the 2008 Directors’ Plan for fiscal 2019 and 2018, we issued 2,737 and 5,658 shares, respectively, subject to restricted stock awards to non-employee Board members with grant date fair values of $0.2 and $0.5 million, respectively, and share prices of $89.77 and $92.95 respectively. The restricted stock awards vested immediately, were valued at the fair value of our common stock at the date of grant, and accordingly, were expensed at the time of the grants. No restricted stock awards were granted under the 2008 Directors' Plan in fiscal 2020.

Under the 2018 Plan, during fiscal 2020 and 2019 we issued 4,336 and 2,128 shares, respectively, subject to restricted stock awards to non-employee Board members with a total grant date fair value of $0.6 million and $0.3 million, respectively, or $139.36 and $131.74 per share, respectively. No restricted stock awards under the 2018 Plan were granted in fiscal 2018. The restricted stock awards vested

immediately, were valued at the fair value of our common stock at the date of grant, and accordingly, were expensed at the time of the grants.

Restricted Stock Units and Performance Stock Units

A summary of Restricted Stock Unit and Performance Stock Unit activity and changes under our equity incentive plans are as follows:



	Expired Equity Plan						Active Equity Plan
(in thousands, except per share data)	Restricted Stock Units		Weighted Average Grant Date Fair Value (per share)		Fair Value at Grant Date		Restricted Stock Units		Weighted Average Grant Date Fair Value (per share)		Fair Value at Grant Date
Outstanding at February 28, 2017	322		81.19		31,418		—		—		—
Granted	262		96.44		—		—		—
Vested or Forfeited (1) (2)	(274	)	78.71		—		—		—
Outstanding at February 28, 2018	310		90.05		27,944		—		—		—
Granted	197		84.02		—		79		125.40
Vested or Forfeited (1) (2)	(155	)	82.19		—		(5	)	124.71
Outstanding at February 28, 2019	352		$	92.45	$	32,519	74		$	125.45	$	9,202
Granted	49		164.60		—		254		110.92
Vested or Forfeited (1) (2)	(192	)	95.48		—		(45	)	122.55
Outstanding at February 29, 2020	209		$	90.73	$	19,010	283		$	112.85	$	31,907


(1)	The expired equity plan reflects the 2008 Stock Incentive Plan, which expired on August 19, 2018. The active equity plan reflects the 2018 Plan.

(2)

Under the expired equity plan, 175,022, 141,541, and 192,002 RSUs and PSUs vested and settled throughout the year at a weighted average fair values of $95.98, $81.23, and $62.88 per share in fiscal 2020, 2019 and 2018, respectively. Under the active equity plan, 20,240 and 900 RSUs vested and settled throughout the year at a weighted average fair value of $125.34 and $120.70 per share in fiscal 2020 and 2019, respectively.

Restricted Stock Awards and Performance Stock Awards

A summary of Restricted Stock Award and Performance Stock Award activity and changes under our 2018 Plan are as follows:



	Restricted Stock Awards						Performance Stock Awards (2)
(in thousands, except per share data)	Restricted Stock Awards		Weighted Average Grant Date Fair Value (per share)		Fair Value at Grant Date		Restricted Stock Awards		Weighted Average Grant Date Fair Value (per share)		Fair Value at Grant Date
Outstanding at February 28, 2019	—		$	—	$	—	—		$	—	$	—
Granted	49		118.51		—		122		110.85		—
Vested or Forfeited (1)	(4	)	123.17		—		(4	)	110.85		—
Outstanding at February 29, 2020	45		$	118.11	$	5,354	118		$	110.85	$	13,130


(1)	Under the 2018 Plan, 1,014 Restricted Stock Awards vested and settled throughout the year at a weighted average fair value of $150.86 per share in fiscal 2020. There were no RSAs issued during fiscal 2019.

(2)

Performance stock awards reflected in the table above assumes target (100%) achievement. These Performance stock awards can be paid out within some range of 0% to 200% depending upon the final outcome of the performance achievement.