Quarterly report pursuant to Section 13 or 15(d)

STOCK BASED COMPENSATION

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STOCK BASED COMPENSATION
6 Months Ended
Jul. 30, 2011
Share-based Compensation [Abstract]  
STOCK-BASED COMPENSATION
7. STOCK-BASED COMPENSATION

The Company’s stock-based compensation expense includes the fair value of granted stock options and restricted stock units (RSUs) and employees’ purchase rights under the Company’s Employee Stock Purchase Plan.  Stock-based compensation expense was $10.6 million and $19.6 million, during the 13 and 26 weeks ended July 30, 2011, respectively.  Stock-based compensation expense was $7.3 million and $14.4 million, during the 13 and 26 weeks ended July 31, 2010, respectively.

The Company granted approximately 0.4 million service-based RSUs from the Equity Incentive Plan (EIP) and the Executive Officer Equity Incentive Plan (EOEP) to employees and officers in the 26 weeks ended July 30, 2011.  The estimated $22.1 million fair value of these RSUs is being expensed ratably over the three-year vesting periods, or a shorter period based on the retirement eligibility of certain grantees.  The fair value was determined using the Company’s closing stock price on the date of grant.  The Company recognized $2.0 million and $4.0 million of expense related to these RSUs during the 13 and 26 weeks ended July 30, 2011.

In fiscal 2011 the Company granted 0.1 million RSUs from the EIP and the EOEP to certain officers of the Company, contingent on the Company meeting certain performance targets in fiscal 2011.  If the Company meets these performance targets in fiscal 2011, then the RSUs will vest ratably over three years, ending April 1, 2014.  The Company recognized $4.5 million and $4.9 million of expense related to these RSUs in the 13 and 26 weeks ended July 30, 2011.

At the 2011 Annual Meeting of Shareholders of the Company held on June 16, 2011, the Company’s shareholders approved the Omnibus Incentive Plan (the “Omnibus Plan”).  The Plan replaces and supersedes the 2003 Equity Incentive Plan, the 2004 Executive Officer Equity Plan, 2003 Non-Employee Director Stock Option Plan and the 2004 Executive Officer Cash Bonus Plan, except that any awards granted under the prior plans shall continue to be governed by the terms and conditions of such plans.  The Omnibus Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance bonuses, performance units, non-employee director stock options and other equity-related awards.  In July 2011 the Company granted RSUs with a fair value of $0.7 million from the Omnibus Plan to certain officers of the Company, contingent on the Company meeting certain performance targets for the period beginning on January 30, 2011 and ending on February 1, 2014.  Provided the vesting conditions are satisfied, the awards will vest at the end of the performance period.  The Company recognized $0.3 million of expense related to these RSUs in the 13 and 26 weeks ended July 30, 2011.

The Company recognized $3.5 million and $9.0 million of expense related to RSUs granted prior to fiscal 2011 in the 13 and 26 weeks ended July 30, 2011.  For the 13 and 26 weeks ended July 31, 2010, the Company recognized $6.6 million and $12.6 million of expense related to RSUs.

In the 26 weeks ended July 30, 2011, approximately 0.7 million RSUs vested and approximately 0.4 million shares, net of taxes, were issued.  During the 26 weeks ended July 31, 2010, approximately 0.7 million RSUs vested and approximately 0.5 million shares, net of taxes, were issued.  Less than 0.1 million RSUs vested in the 13 weeks ended July 30, 2011 and July 31, 2010.