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Stock Compensation Plans | 12 Months Ended
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Feb. 01, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stock Compensation Plans | I. STOCK COMPENSATION PLANS The Company has one active stock-based compensation plan: the 2016 Incentive Compensation Plan (the “2016 Plan”). The initial share reserve under the 2016 Plan was 5,725,538 shares of our common stock. A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduced the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. On August 8, 2019, the Company’s shareholders approved an amendment to increase the share reserve by an additional 2,800,000 shares. At February 1, 2020, the Company had 3,949,513 shares available under the 2016 Plan. In accordance with the terms of the 2016 Plan, any shares outstanding under the previous 2006 Incentive Compensation Plan (the “2006 Plan”) at August 4, 2016 that subsequently terminate, expire or are cancelled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with stock options being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis. At February 1, 2020, there are 720,572 stock options that remain outstanding under the 2006 Plan. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable or otherwise forfeitable unless such award has been outstanding for a minimum period of one year from its date of grant. During the fiscal 2019, the Company granted 96,153 RSUs as an Inducement Award outside of the Company’s 2016 Plan. Stock Option Activity The following tables summarize the stock option activity under the Company’s 2006 Plan and 2016 Plan, on an aggregate basis, for fiscal 2019:
|  | Number of Shares |  |  | Weighted-average exercise price per option |  |  | Weighted-average remaining contractual term |  | Aggregate intrinsic value |
Stock Options |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding options at beginning of year |  |  | 957,400 |  |  | $ | 4.50 |  |  |  |  | $ | 16,878 |
Options granted |  |  | — |  |  |  | — |  |  |  |  |  | — |
Options canceled or expired |  |  | (202,567 | ) |  | $ | 3.23 |  |  |  |  |  | — |
Options exercised |  |  | — |  |  |  | — |  |  |  |  |  | — |
Outstanding options at end of year |  |  | 754,833 |  |  | $ | 4.84 |  |  | 2.6 years |  |  | — |
Options exercisable at end of year |  |  | 749,833 |  |  | $ | 4.86 |  |  | 2.5 years |  |  | — |
Vested and expected to vest at end of year |  |  | 754,833 |  |  | $ | 4.84 |  |  | 2.6 years |  |  | — |
Non-Vested Share Activity The following table summarizes activity for non-vested shares under the Company’s 2006 Plan, 2016 Plan and Inducement Awards, on an aggregate basis, for fiscal 2019:
|  | Restricted shares |  |  | RSUs (1) |  |  | Deferred shares (2) |  |  | Fully-vested shares (3) |  |  | Performance Share Units (4) |  |  | Total number of shares |  |  | Weighted-average grant-date fair value |
Shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding non-vested shares at beginning of year |  |  | 30,000 |  |  |  | 1,372,628 |  |  |  | 204,040 |  |  |  | — |  |  |  | — |  |  |  | 1,606,668 |  |  | $ | 2.93 |
Shares granted |  |  | — |  |  |  | 1,400,480 |  |  |  | 104,727 |  |  |  | 159,070 |  |  |  | 720,000 |  |  |  | 2,384,277 |  |  | $ | 1.73 |
Shares vested/issued |  |  | (10,000 | ) |  |  | (977,439 | ) |  |  | (13,163 | ) |  |  | (159,070 | ) |  |  | — |  |  |  | (1,159,672 | ) |  | $ | 2.87 |
Shares canceled |  |  | (20,000 | ) |  |  | (374,866 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (394,866 | ) |  | $ | 1.89 |
Outstanding non-vested shares at end of year |  |  | — |  |  |  | 1,420,803 |  |  |  | 295,604 |  |  |  | — |  |  |  | 720,000 |  |  |  | 2,436,407 |  |  | $ | 1.95 |
Vested and expected to vest at end of year |  |  | — |  |  |  | 1,420,803 |  |  |  | 295,604 |  |  |  | — |  |  |  | — |  |  |  | 1,716,407 |  |  |  |  |
(1) | During fiscal 2019, the Company granted 150,299 RSUs in connection with the partial achievement of performance targets under the 2017-2018 LTIP, see Note H, Long-Term Incentives Plans. In addition, the Company granted 464,358 time-based RSUs as new hire awards. The remainder of the RSUs granted related to time-based awards granted under the Company’s LTIPs. As a result of net share settlement, of the 977,439 RSUs which vested during fiscal 2019, only 866,418 shares of common stock were issued.
(2) | The 104,727 shares of deferred stock, with a grant-date fair value of approximately $197,504, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock vest three years from the date of grant or at separation of service, based on the irrevocable election of each director.
(3) | The 159,070 shares of stock, with a grant-date fair value of approximately $299,987 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Fourth Amended and Restated Non-Employee Director Stock Purchase Plan (the “Non-Employee Director Compensation Plan”).
(4) | On February 19, 2019, the Company granted 720,000 shares of performance stock units (“PSUs”), with a fair value of $1.0 million, to Mr. Kanter. The PSUs vest in installments when the following milestones are met: one-third of the PSUs vest when the trailing 90-day volume-weighted average closing stock price (“VWAP”) is $4.00, one-third of the PSUs vest when the VWAP is $6.00 and one-third when the VWAP is $8.00. All PSUs will expire on April 1, 2023 if no performance metric is achieved. The $1.0 million is being expensed over the respective derived service periods of each tranche of 16 months, 25 months and 30 months, respectively. The respective grant-date fair value and derived service periods assigned to the PSUs were determined using a Monte Carlo model based on: the Company’s historical volatility of 55.9%, a term of 4.1 years, stock price on the date of grant of $2.50 per share, a risk-free rate of 2.5% and a cost of equity of 9.5%.
Total unrecognized stock compensation of $2.6 million at February 1, 2020 is expected to be recognized over a weighted-average period of 29 months. Non-Employee Director Compensation Plan In January 2010, the Company established a Non-Employee Director Stock Purchase Plan to provide a convenient method for its non-employee directors to acquire shares of the Company’s common stock at fair market value by voluntarily electing to receive shares of common stock in lieu of cash for service as a director. The substance of this plan is now encompassed within the Company’s Fourth Amended and Restated Non-Employee Director Compensation Plan. Non-employee directors are required to take 50% of their annual retainer, which is paid quarterly, in equity. Any shares of common stock, deferred stock or stock options issued to a director as part of this 50% requirement are issued from the 2016 Plan. Only discretionary elections of shares of common stock will be issued from the Non-Employee Director Compensation Plan. The following shares of common stock, with the respective fair value, were issued to its non-employee directors as compensation for fiscal 2019, fiscal 2018 and fiscal 2017:
|  | Number of shares of common stock issued |  |  | Fair value of common stock issued |
Fiscal 2019 |  |  | 37,113 |  |  | $ | 69,991 |
Fiscal 2018 |  |  | 48,896 |  |  | $ | 107,605 |
Fiscal 2017 |  |  | 42,450 |  |  | $ | 96,856 |

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