STOCK-BASED COMPENSATION

The following table summarizes the Company’s stock-based compensation expense (in thousands):



	Fiscal Year Ended
	February 1, 2014		February 2, 2013		January 28, 2012
Deferred Awards	$	12,873	$	11,109	$	9,109
Performance Awards	8,337		3,144		177
Total stock-based compensation expense (1)	$	21,210	$	14,253	$	9,286

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(1) A portion of stock-based compensation is included in cost of sales. Approximately $2.8 million, $1.7 million and $1.3 million in Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively, were included in cost of sales. All other stock-based compensation is included in selling, general & administrative expense.

The Company recognized a tax benefit related to stock-based compensation expense of $8.5 million, $5.6 million and $3.7 million for Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.

Awards Granted During Fiscal 2013

The Company granted Deferred Awards and Performance Awards to various executives and members of our Board of Directors during Fiscal 2013. Awards were issued in connection with annual performance reviews, new hires and contractual obligations. Generally, the Deferred Awards have a three year vesting period with one third of the award vesting annually. Deferred Awards granted to the Board of Directors vest generally after one year. In general, the Performance Awards have three annual performance periods and one three-year cumulative performance period and, if earned, vest upon completion of the three year performance period. As required by her employment contract, the Performance Award granted to the Company's Chief Executive Officer and President has a one year vest period. Depending on the final adjusted operating income for the Company's performance periods, the percentage of Target Shares earned can be 0% and range up to 200%.

Unfavorable weather conditions across the country resulted in the Company achieving revenues which were well below operating plan for the first quarter of Fiscal 2013. As a result, prior to the end of the first quarter of Fiscal 2013, the Board of Directors chose to revise the operating plan for the 2013 fiscal year. The Board revised the plan in a manner which required management to reverse the first quarter trends and to achieve results for the remainder of Fiscal 2013 which exceeded the results attained during the comparable period in Fiscal 2012. Following the Board action, the Compensation Committee revised the performance target (and related threshold and maximum) for purposes of the Company's Performance Awards granted during the first quarter of Fiscal 2013 to bring them in line with the revised operating plan. However, in order to take into account the first quarter of Fiscal 2013 results, the revised threshold, target and maximum levels were set such that achievement of the revised performance target for Fiscal 2013 will result in less than the number of Target Shares being earned. The revisions to Performance Award targets resulted in an increase to stock-based compensation expense of $2.2 million for the Company's Fiscal 2013.

At February 1, 2014, the Company had 1,209,826 shares available for grant under the Equity Plan.

3. STOCK-BASED COMPENSATION (Continued)

Changes in the Company’s Unvested Stock Awards during Fiscal 2013, Fiscal 2012 and Fiscal 2011

Deferred Awards



	Fiscal Year Ended
	February 1, 2014				February 2, 2013				January 28, 2012
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)				(in thousands)
Unvested Deferred Awards at beginning of year	560		$	49.53	406		$	47.96	356		$	36.91
Granted	395		48.93		518		49.06		334		50.76
Vested (1)	(205	)	49.46		(198	)	45.33		(186	)	34.23
Forfeited	(59	)	48.82		(166	)	49.22		(98	)	43.49
Unvested Deferred Awards at end of year	691		$	49.27	560		$	49.53	406		$	47.96

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(1)	In Fiscal 2013, Fiscal 2012 and Fiscal 2011, the Company withheld shares of 2,089, 2,200 and 18,793, respectively, to satisfy minimum withholding tax requirements. These shares were immediately retired.

Total unrecognized stock-based compensation expense related to unvested Deferred Awards approximated $21.3 million as of February 1, 2014, which will be recognized over a weighted average period of approximately 2.4 years.

The fair value of Deferred Awards held by the Company's employees that vested during Fiscal 2013, Fiscal 2012 and Fiscal 2011 was approximately $9.8 million, $10.0 million and $8.6 million, respectively.

Performance Awards



	Fiscal Year Ended
	February 1, 2014				February 2, 2013				January 28, 2012
	Number of Performance Shares		Weighted Average Grant Date Fair Value		Number of Performance Shares (1)		Weighted Average Grant Date Fair Value		Number of Performance Shares (1)		Weighted Average Grant Date Fair Value
	(in thousands)				(in thousands)				(in thousands)
Unvested Performance Awards at beginning of year	172		$	48.59	6		$	46.08	151		$	25.16
Granted	204		47.89		230		48.51		227		51.45
Vested	(95	)	49.84		(2	)	45.79		(144	)	24.10
Net shares in excess of (less than) target	—		—		(13	)	51.40		(198	)	51.26
Forfeited	(14	)	47.55		(49	)	47.37		(30	)	52.49
Unvested Performance Awards at end of year	267		$	47.67	172		$	48.59	6		$	46.08

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(1)	For those awards in which the performance period is complete, the number of unvested shares is based on actual shares that will vest upon completion of the service period.

Based on the current number of Performance Awards expected to be earned, the total unrecognized stock-based compensation expense related to unvested Performance Awards approximated $4.0 million as of February 1, 2014, which will be recognized over a weighted average period of approximately 1.9 years.

3. STOCK-BASED COMPENSATION (Continued)

The fair value of Performance Awards held by the Company's employees that vested during Fiscal 2013, Fiscal 2012 and Fiscal 2011 was approximately $5.0 million, $0.1 million and $7.1 million, respectively.

Stock Options

No stock options were issued during Fiscal 2013, Fiscal 2012 and Fiscal 2011 and at February 1, 2014, there were no unvested stock options.

Outstanding Stock Options

Changes in the Company’s outstanding stock options for Fiscal 2013 were as follows:



	Fiscal Year Ended
	February 1, 2014				February 2, 2013				January 28, 2012
	Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
	(in thousands)				(in thousands)				(in thousands)
Options outstanding at beginning of year	84		$	30.08	154		$	30.98	351		$	33.93
Granted	—		—		—		—		—		—
Exercised (1)	(49	)	31.06		(68	)	32.03		(188	)	36.21
Forfeited	(1	)	27.11		(2	)	12.07		(9	)	37.09
Options outstanding at end of year (2)	34		$	28.77	84		$	30.08	154		$	30.98
Options exercisable at end of year (2)	34		$	28.77	84		$	30.08	154		$	30.98

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(1)	The aggregate intrinsic value of options exercised was approximately $0.9 million, $1.3 million and $2.7 million for Fiscal 2013, Fiscal 2012 and Fiscal 2011, respectively.


(2)	The aggregate intrinsic value of options outstanding and exercisable at the end of Fiscal 2013, Fiscal 2012 and Fiscal 2011 was approximately $0.8 million, $1.6 million and $2.9 million, respectively.

The following table summarizes information regarding options outstanding at February 1, 2014:



		Options Outstanding and Exercisable
Range of Exercise Prices		Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
$22.02	$31.63	33	28.53		3.9
$31.89	$42.15	1	37.41		0.9
		34	$	28.77	3.8