STOCK-BASED COMPENSATION

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



	Fiscal Year Ended
	January 31, 2015		February 1, 2014		February 2, 2013
Deferred Awards	$	10,529	$	12,873	$	11,109
Performance Awards	7,254		8,337		3,144
Total stock-based compensation expense (1)	$	17,783	$	21,210	$	14,253

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(1) A portion of stock-based compensation is included in cost of sales. Approximately $1.6 million, $2.8 million and $1.7 million in Fiscal 2014, Fiscal 2013 and Fiscal 2012, 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 $7.0 million, $8.5 million and $5.6 million for Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.

The Company generally grants time vesting stock awards ("Deferred Awards") and performance-based stock awards ("Performance Awards") to employees at management levels. The Company also grants Deferred Awards to its non-employee directors. Deferred Awards are granted in the form of restricted stock units that require each recipient to complete a service period. Deferred Awards generally vest ratably over three years, except for those granted to non-employee directors, which

generally vest over one year. Performance Awards are granted in the form of restricted stock units which have performance criteria that must be achieved for the awards to vest in addition to a service period requirement.

For Performance Awards issued during Fiscal 2013 and to our CEO in Fiscal 2014, each award has a defined number of shares that an employee can earn (the “Target Shares”), and based on the adjusted operating income level achieved for the three-fiscal year period (one-fiscal year period in the case of the CEO's Performance Award), the employee can earn from 0% to 200% of their Target Shares. The fair value of these Performance Awards and all Deferred Awards granted is based on the closing price of our common stock on the grant date. For non-CEO Performance Awards issued during Fiscal 2014 (the “2014 Performance Awards”), the Target Shares earned can range from 0% to 300% and depend on the achievement of adjusted earnings per share for the three-fiscal year performance period and our total shareholder return (“TSR”) relative to that of companies in our peer group for the same period. The 2014 Performance Awards cliff vest, if earned, after a three year service period. The 2014 Performance Awards grant date fair value was estimated using a Monte Carlo simulation covering the period from the valuation date through the end of the performance period using our simulated stock price as well as the TSR of companies in our peer group. Stock-based compensation expense is recognized ratably over the related service period reduced for estimated forfeitures of those awards not expected to vest due to employee turnover. Stock-based compensation expense, as it relates to Performance Awards, is also adjusted based on the Company's estimate of the percentage of the aggregate Target Shares expected to be earned.

At January 31, 2015, the Company had 904,283 shares available for grant under the Equity Plan.

3. STOCK-BASED COMPENSATION (Continued)

Changes in the Company’s Unvested Stock Awards during Fiscal 2014, Fiscal 2013 and Fiscal 2012

Deferred Awards



	Fiscal Year Ended
	January 31, 2015				February 1, 2014				February 2, 2013
	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	691		$	49.27	560		$	49.53	406		$	47.96
Granted	273		48.50		395		48.93		518		49.06
Vested (1)	(229	)	48.97		(205	)	49.46		(198	)	45.33
Forfeited	(143	)	49.31		(59	)	48.82		(166	)	49.22
Unvested Deferred Awards at end of year	592		$	49.02	691		$	49.27	560		$	49.53

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(1)	In Fiscal 2014, Fiscal 2013 and Fiscal 2012, the Company withheld shares of 21,788, 2,089 and 2,200, respectively, to satisfy minimum withholding tax requirements. These shares were immediately retired.

Total unrecognized stock-based compensation expense related to unvested Deferred Awards approximated $16.1 million as of January 31, 2015, which will be recognized over a weighted average period of approximately 2.1 years.

The fair value of Deferred Awards held by the Company's employees that vested during Fiscal 2014, Fiscal 2013 and Fiscal 2012 was approximately $11.4 million, $9.8 million and $10.0 million, respectively.

Performance Awards



	Fiscal Year Ended
	January 31, 2015				February 1, 2014				February 2, 2013
	Number of Performance Shares (1)		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	267		$	47.67	172		$	48.59	6		$	46.08
Granted	245		50.91		204		47.89		230		48.51
Vested shares	(107	)	46.34		(95	)	49.84		(2	)	45.79
Net shares in excess of (less than) target	—		—		—		—		(13	)	51.40
Forfeited	(60	)	48.87		(14	)	47.55		(49	)	47.37
Unvested Performance Awards at end of year	345		$	50.18	267		$	47.67	172		$	48.59

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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 $6.1 million as of January 31, 2015, which will be recognized over a weighted average period of approximately 2.2 years.

The fair value of Performance Awards held by the Company's employees that vested during Fiscal 2014, Fiscal 2013 and Fiscal 2012 was approximately $5.5 million, $5.0 million and $0.1 million, respectively.

3. STOCK-BASED COMPENSATION (Continued)

Stock Options

No stock options were issued during Fiscal 2014, Fiscal 2013 and Fiscal 2012 and at January 31, 2015, there were no unvested stock options.

Outstanding Stock Options

Changes in the Company’s outstanding stock options for Fiscal 2014 were as follows:



	Fiscal Year Ended
	January 31, 2015				February 1, 2014				February 2, 2013
	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	34		$	28.77	84		$	30.08	154		$	30.98
Granted	—		—		—		—		—		—
Exercised (1)	(2	)	24.54		(49	)	31.06		(68	)	32.03
Forfeited	(2	)	29.54		(1	)	27.11		(2	)	12.07
Options outstanding at end of year (2)	30		$	29.05	34		$	28.77	84		$	30.08
Options exercisable at end of year (2)	30		$	29.05	34		$	28.77	84		$	30.08

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(1)	The aggregate intrinsic value of options exercised was approximately $0.1 million, $0.9 million and $1.3 million for Fiscal 2014, Fiscal 2013 and Fiscal 2012, respectively.


(2)	The aggregate intrinsic value of options outstanding and exercisable at the end of Fiscal 2014, Fiscal 2013 and Fiscal 2012 was approximately $0.9 million, $0.8 million and $1.6 million, respectively.

The following table summarizes information regarding options outstanding at January 31, 2015:



		Options Outstanding and Exercisable
Range of Exercise Prices		Options (in thousands)	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life
$22.02	$31.63	30	29.05	3.3