NOTE 15 – SHARE-BASED COMPENSATION

Our Stock Incentive Plan permits incentive awards of restricted stock, restricted stock units, stock appreciation rights and performance grants to key employees. A maximum of 750,000 shares of the Company’s common stock is authorized for issuance under the Stock Incentive Plan. The Stock Incentive Plan also provides for annual restricted stock awards to non-employee directors. We have issued restricted stock awards to our non-employee directors since January 2006 and certain other management employees since 2014.

We account for restricted stock awards as “non-vested equity shares” until the awards vest or are forfeited. Restricted stock awards to non-employee directors and certain other management employees vest if the director/employee remains on the board/employed through the specified vesting period for shares and may vest earlier upon certain events specified in the plan. For shares issued to non-employee directors during fiscal 2016 and after, there is a 12-month service period. The fair value of each share of restricted stock is the market price of our common shares on the grant date. The weighted average grant-date fair values of restricted stock awards issued during fiscal 2020 were $29.77, $29.21 and $19.87, during fiscal 2019 were $37.83 and $46.88, during fiscal 2018 were $31.45, $41.70 and $39.05, respectively.

The restricted stock awards outstanding as of February 2, 2020 had an aggregate grant-date fair value of $1.2 million, after taking vested and forfeited restricted shares into account. As of February 2, 2020, we have recognized non-cash compensation expense of approximately $654,000 related to these non-vested awards and $1.9 million for awards that have vested. The remaining $563,000 of grant-date fair value for unvested restricted stock awards outstanding at February 2, 2020 will be recognized over the remaining vesting periods for these awards. The number of outstanding restricted shares increased due primarily to grants of restricted shares to a larger population of our non-executive employees as an incentive for retention and alignment of individual performance to our values.

For each restricted stock issuance, the following table summarizes restricted stock activity, including the weighted average issue price of those shares on the grant date, the fair value of each grant of restricted stock on the grant date, compensation expense recognized for the unvested shares of restricted stock for each grant and the remaining fair value of the unvested shares of restricted stock for each grant as of February 2, 2020:

	Whole Number of Shares			Grant-Date Fair Value Per Share		Aggregate Grant-Date Fair Value			Compensation Expense Recognized		Grant-Date Fair Value Unrecognized At February 2, 2020


Previous Awards (vested)									$	1,901

Restricted shares Issued on April 13, 2017		4,572			31.45		142			102		6
Forfeited		(1,058	)				(34	)

Restricted shares Issued on May 7, 2018		7,972			37.83		301			156		111
Forfeited		(886	)				(34	)

Restricted shares Issued on April 17, 2019		15,239			29.77		454			109		283
Forfeited		(2,058	)				(62	)

Restricted shares Issued on May 8, 2019		1,027			29.21		30			7		23

Restricted shares Issued on June 17, 2019		21,138			19.87		420			280		140


Awards outstanding at February 2, 2020:		45,946				$	1,217		$	654	$	563

We have awarded time-based restricted stock units to certain senior executives since 2011. Each restricted stock unit, or “RSU”, entitles the executive to receive one share of the Company’s common stock if he remains continuously employed with the Company through the end of a three-year service period. The RSUs may be paid in shares of the Company’s common stock, cash or both, at the discretion of the Compensation Committee. The RSUs are accounted for as “non-vested stock grants.” Similar to the restricted stock grants issued to our non-employee directors, RSU compensation expense is recognized ratably over the applicable service period. However, unlike restricted stock grants, no shares are issued, or other payment made, until the end of the applicable service period (commonly referred to as “cliff vesting”) and grantees are not entitled to receive dividends on their RSUs during that time. The fair value of each RSU is the market price of a share of our common stock on the grant date, reduced by the present value of the dividends expected to be paid on a share of our common stock during the applicable service period, discounted at the appropriate risk-free rate.

The following table presents RSU activities for the year ended February 2, 2020:

	Whole Number of Units			Grant-Date Fair Value Per Unit		Aggregate Grant-Date Fair Value			Compensation Expense Recognized		Grant-Date Fair Value Unrecognized At February 2, 2020


Previous Awards (vested)									$	959

RSUs Awarded on April 15, 2017		6,258		$	30.03		185			129		4
Forfeited		(2,687	)				(52	)

RSUs Awarded on June 4, 2018		6,032		$	35.86		216			125		69
Forfeited		(616	)				(22	)

RSUs Awarded on April 17, 2019		10,196		$	28.01		286			78		168
Forfeited		(1,441	)				(40	)

Awards outstanding at February 2, 2020:		17,742				$	573		$	332	$	241

We have issued Performance-based Restricted Stock Units (“PSUs”) to certain senior executives since fiscal 2019 under the Company’s Stock Incentive Plan. Each PSU entitles the executive officer to receive one share of our common stock based on the achievement of two specified performance conditions if the executive officer remains continuously employed through the end of the three-year performance period. One target is based on our annual average growth in our EPS over the performance period and the other target is based on EPS growth over the performance period compared to our peers. The payout or settlement of the PSUs will be made in shares of our common stock.

	Whole Number of Units			Grant-Date Fair Value Per Unit		Aggregate Grant-Date Fair Value			Compensation Expense Recognized		Grant-Date Fair Value Unrecognized At February 2, 2020



PSUs Awarded on June 4, 2018		22,499		$	35.86		807			538		229
Forfeited		(893	)				(40	)

PSUs Awarded on April 17, 2019		36,412		$	29.77		1,084			361		642
Forfeited		(2,700	)				(81	)

Awards outstanding at February 2, 2020:		55,318				$	1,770		$	899	$	871

The number of RSUs and PSUs increased primarily due to the addition of three executive officers in the second quarter of fiscal 2019.