NOTE 4 – SHARE-BASED COMPENSATION

The cost of our share-based compensation plans is included in selling, general, and administrative expenses in the accompanying condensed consolidated income statements. The total cost of our share-based compensation plans was as follows for the periods presented (in thousands).



		Quarter Ended			Two Quarters Ended
		February 28,		March 1,		February 28,		March 1,
		2015		2014		2015		2014
Performance awards	$	476	$	873	$	775	$	2,008
Unvested share awards		100		83		175		183
Employee stock purchase plan		32		27		60		53
	$	608	$	983	$	1,010	$	2,244

On January 23, 2015 our shareholders approved the 2015 Omnibus Incentive Plan (the 2015 Plan), which authorized an additional 1.0 million shares of common stock for issuance to employees and members of the Board of Directors as share-based payments. The 2015 Plan allows various types of share awards, including performance awards, unvested awards, stock options, or fully-vested awards as directed by the Organization and Compensation Committee of the Board of Directors (the Organization and Compensation Committee). We believe that the 2015 Plan will provide sufficient available shares to grant awards over the next several years, based on current expectations of grants in future periods. A more detailed description of the 2015 Plan is set forth in the Company’s Proxy Statement filed with the SEC on December 22, 2014.

During the quarter and two quarters ended February 28, 2015, we issued approximately 60,000 shares and 79,000 shares, respectively, of our common stock to employees and non-employee members of our Board of Directors for various share-based compensation awards. The following is a description of developments in our share-based compensation plans during the quarter and two quarters ended February 28, 2015.

Performance Awards

On November 20, 2014, the Compensation Committee granted new performance-based equity awards for our executive officers. During the quarter ended February 28, 2015, the Compensation Committee approved awards to four additional participants with the same vesting conditions as the award approved on November 20, 2014. The new grant was for a total of 4,342 shares. Combined with the previously granted shares, a total of 112,464 shares may be awarded to the participants based on six individual vesting conditions that are divided into two performance measures, trailing four-quarter adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) and increased sales of Leadership, Productivity, and Trust practice sales (the Practice Sales) as shown below.



	Adjusted EBITDA				Practice Sales
	Award				Award
	Goal	Number of	Tranche		Goal	Number of	Tranche
	(thousands)	Shares	Status		(thousands)	Shares	Status
$	39,600	26,241	not vested	$	107,000	11,247	not vested
$	45,500	26,241	not vested	$	118,000	11,247	not vested
$	52,300	26,241	not vested	$	130,000	11,247	not vested
		78,723				33,741

These performance awards have a maximum life of six years and compensation expense is recognized as we determine it is probable that the shares will vest. Adjustments to compensation expense to reflect the timing of and the number of shares expected to be awarded will be made on a cumulative basis at the date of the adjustment.

Compensation expense recognized during the quarter and two quarters ended February 28, 2015 for performance awards includes expense related to awards granted in previous periods for which the performance targets are probable of being achieved.

Unvested Share Awards

Our annual unvested share awards granted to non-employee members of our Board of Directors is administered under the terms of the 2015 Omnibus Incentive Plan, and is designed to provide our non-employee directors, who are not eligible to participate in our employee stock purchase plan, an opportunity to obtain an interest in the Company through the acquisition of shares of our common stock. The annual unvested award is usually granted in January (following the annual shareholders’ meeting) of each year. For the fiscal 2015 award, each eligible director received a whole-share grant equal to $75,000 with a one-year vesting period. Our unvested share award activity during the quarter ended February 28, 2015 consisted of the following:



			Weighted-Average
			Grant Date
	Number of		Fair Value
	Shares		Per Share
Unvested stock awards at
November 29, 2014	14,616	$	20.53
Granted	24,210		18.59
Forfeited	-		-
Vested	(14,616)		20.53
Unvested stock awards at
February 28, 2015	24,210	$	18.59

At February 28, 2015, there was approximately $0.4 million of unrecognized compensation expense associated with the fiscal 2015 Board of Director unvested share award.

Employee Stock Purchase Plan

We have an employee stock purchase plan (ESPP) that offers qualified employees the opportunity to purchase shares of our common stock at a price equal to 85 percent of the average fair market value of our common stock on the last trading day of the calendar month in each fiscal quarter. During the quarter and two quarters ended February 28, 2015, we issued 9,972 shares and 19,996 shares of our common stock to participants in the ESPP.