Quarterly report pursuant to Section 13 or 15(d)

STOCK BASED COMPENSATION

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STOCK BASED COMPENSATION
3 Months Ended
Jul. 28, 2012
Share-based Compensation [Abstract]  
STOCK-BASED COMPENSATION
7. STOCK-BASED COMPENSATION

The Company’s stock-based compensation expense primarily includes the fair value of restricted stock units (RSUs) and employees’ purchase rights under the Company’s Employee Stock Purchase Plan.  Stock-based compensation expense was $7.2 million and $21.1 million, during the 13 and 26 weeks ended July 28, 2012, respectively.  Stock-based compensation expense was $10.6 million and $19.6 million, during the 13 and 26 weeks ended July 30, 2011, respectively.

The Company granted approximately 0.5 million service-based RSUs from the Omnibus Incentive Plan (Omnibus Plan) to employees and officers in the 26 weeks ended July 28, 2012.  The estimated $24.7 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 $2.4 million and $5.4 million of expense related to these RSUs during the 13 and 26 weeks ended July 28, 2012.

In the 26 weeks ended July 28, 2012 the Company granted 0.2 million RSUs with a fair value of $8.1 million from the Omnibus Plan to certain officers of the Company, contingent on the Company meeting certain performance targets in fiscal 2012.  If the Company meets these performance targets in fiscal 2012, the RSUs will vest ratably over three years, ending March 30, 2015.  The estimated 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 Company recognized $0.3 million and $5.1 million of expense related to these RSUs in the 13 and 26 weeks ended July 28, 2012.

In the 26 weeks ended July 28, 2012 the Company granted RSUs with a fair value of $1.7 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 29, 2012 and ending on January 30, 2015.  Provided the vesting conditions are satisfied, the awards will vest at the end of the performance period.  The estimated 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 Company recognized $0.1 million and $0.9 million of expense related to these RSUs in the 13 and 26 weeks ended July 28, 2012.
 
In the 26 weeks ended July 28, 2012 the company granted 0.2 million RSUs with a fair value of $10.0 million from the Omnibus Plan to the Chief Executive Officer of the Company, contingent on the Company meeting certain performance targets for the period beginning July 29, 2012 and ending on August 3, 2013 and the grantee completing a five-year service requirement.  The fair value of these RSUs is being expensed ratably over the five-year vesting period.  The Company recognized $0.3 million of expense related to these RSUs during the 13 and 26 weeks ended July 28, 2012.

The Company recognized $4.1 million and $9.0 million of expense related to RSUs granted prior to fiscal 2012 in the 13 and 26 weeks ended July 28, 2012.  For the 13 and 26 weeks ended July 30, 2011, the Company recognized $3.5 million and $9.0 million of expense related to these RSUs.

In the 26 weeks ended July 28, 2012, approximately 1.3 million RSUs vested and approximately 0.8 million shares, net of taxes, were issued.  During the 26 weeks ended July 30, 2011, approximately 1.3 million RSUs vested and approximately 0.9 million shares, net of taxes, were issued.  Less than 0.1 million RSUs vested in the 13 weeks ended July 28, 2012 and July 30, 2011.