During the fiscal year, we had equity activity under one expired and two active share-based compensation plans. The expired plan consists of the 2008 Stock Incentive Plan (the “2008 Plan”). The active plans consist of the 2018 Stock Incentive Plan (the “2018 Plan”) and the 2018 Employee Stock Purchase Plan (the “2018 ESPP”). 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, RSAs, RSUs, PSAs, PSUs, and other stock-based awards. The aggregate number of shares for issuance under the 2018 Plan will not exceed 2,000,000 shares.



Shares originally authorized			2,000,000
Less share awards issued			(12,911)
Plus forfeitures			147,853


Less RSUs, RSAs, PSUs and PSAs issued and issuable upon vesting			(612,312)
Less maximum PSUs and PSAs issued and issuable upon vesting (1)			(281,361)
Shares available for issuance at February 28, 2022			1,241,269

(1)Reflects incremental PSUs and PSAs issuable upon vesting between achievement of plan target at 100% and maximum achievement of 200% of plan target, adjusted for actual forfeitures to date.

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, associates 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 2022, there were 23,524 shares purchased under the plan.


	Fiscal Years Ended Last Day of February,
(in thousands)	2022		2021		2020
Stock options	$	—	$	19	$	189
Directors stock compensation	644		685		604
Service Condition Awards	11,177		7,941		8,419
Performance Condition Awards	17,260		16,796		12,932
Market Condition Awards	4,234		—		—
Employee stock purchase plan	1,303		977		785
Share-based compensation expense	34,618		26,418		22,929
Less: income tax benefits	(2,965)		(1,926)		(1,803)
Share-based compensation expense, net of income tax benefits	$	31,653	$	24,492	$	21,126

There have been no new grants of options since fiscal 2017 and all options outstanding at February 28, 2021 and 2022 were exercisable. A summary of stock option activity under our 2008 plan is as follows:


(in thousands, except contractual term and per share data)	Options	Weighted Average Exercise Price (per share)		Weighted Average Remaining Contractual Term (in years)	Intrinsic Value








Outstanding at February 28, 2021	48	$	70.42	2.5	$	6,866

Exercises	(23)	72.58			3,560

Outstanding at February 28, 2022	25	$	68.27	1.6	$	3,232
Exercisable at February 28, 2022	25	$	68.27	1.6	$	3,232

During fiscal 2022 we issued under the 2018 Plan, 2,828 RSAs to non-employee members of the Board of Directors with a total grant date fair value of $0.6 million or $226.50 per share. The RSAs vested immediately, and accordingly, were expensed immediately. The total fair value of RSAs granted to our non-employee members of the Board of Directors that vested immediately on grant dates in fiscal 2021 and 2020 was $0.7 million and $0.6 million, respectively.

We grant RSAs and RSUs to associates, which primarily vest ratably over four years or have specified graded vesting terms over 3 years, “Service Condition Awards”. A summary of Service Condition Awards activity during fiscal 2022 follows:



(in thousands, except per share data)	Number of Service Condition Awards	Weighted Average Grant Date Fair Value (per share)









Outstanding at February 28, 2021	126	$	129.52
Granted	93	218.35
Vested	(65)	116.22
Forfeited	(16)	192.26
Outstanding at February 28, 2022	138	$	188.11

The total fair value of Service Condition Awards that vested in fiscal 2022, 2021, and 2020 was $14.3 million, $14.0 million, and $10.8 million, respectively. The weighted average grant date fair value of Service Condition Awards granted during fiscal 2022, 2021 and 2020 was $218.35, $179.30, and $118.76, respectively.

We grant Performance Condition Awards to certain officers and associates, which cliff vest after three years. The vesting of these awards is contingent upon meeting one or more defined operational performance metrics over a three year performance period. The quantity of shares ultimately awarded can range from 0% to 200% of “Target”, as defined in the award agreement as 100%, based on the level



(in thousands, except per share data)	Number of Performance Condition Awards	Weighted Average Grant Date Fair Value (per share)



Outstanding at February 28, 2021 (1)	470	$	129.53
Granted (1) (2)	140	216.20
Vested (1) (2)	(134)	86.25
Forfeited	(25)	148.16
Outstanding at February 28, 2022	451	$	148.66

The total fair value of Performance Condition Awards that vested in fiscal 2022, 2021, and 2020 was $29.9 million, $18.6 million, and $15.0 million, respectively. The weighted average grant date fair value of Performance Condition Awards granted during fiscal 2022, 2021 and 2020 was $216.20, $170.27 and $111.98, respectively.

We grant Market Condition Awards to certain officers and associates, which cliff vest after three years. The vesting of these awards is contingent upon meeting specified stock price return targets compared to a pre-determined peer group over a three year period. The quantity of shares ultimately awarded can range from 0% to 200% of “Target”, as defined in the award agreement as 100%, based on the level of achievement against the defined TSR targets. A summary of Market Condition Awards activity during fiscal 2022 follows:



(in thousands, except per share data)	Number of Market Condition Awards			Weighted Average Grant Date Fair Value (per share)



Outstanding at February 28, 2021	—	129.53		$	—
Granted (1)	72	170.27		156.08
Vested	—	97.05		—
Forfeited	(4)	$	155.62	156.08
Outstanding at February 28, 2022	68	$	129.53	$	156.08

The fair value of our Market Condition Awards are estimated using a Monte Carlo simulation valuation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved and is applied to the closing price of our common stock on the date of grant. The input variables utilized are included in the table below:

The expected term is consistent with the explicit service period and the risk free interest rate is based on U.S. Treasury securities with maturities equal to the expected term of the awards. Expected volatility is based on the historical volatility of our stock prices over the expected term of the awards.

As of February 28, 2022, our total unrecognized share-based compensation for all awards was $28.8 million, which will be recognized over a weighted average amortization period of 2.0 years. The total unrecognized share-based compensation reflects an estimate of Target achievement for Performance Condition Awards granted during fiscal 2022 and fiscal 2021, and a weighted average estimate of 175% of Target achievement for Performance Condition Awards granted in fiscal 2020.