Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION PLAN

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STOCK-BASED COMPENSATION PLAN
3 Months Ended
May 04, 2013
STOCK-BASED COMPENSATION PLAN [Abstract]  
STOCK-BASED COMPENSATION PLAN
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 $15.6 million and $13.9 million, during the thirteen weeks ended May 4, 2013 and April 28, 2012, respectively.

The Company granted approximately 0.5 million service-based RSUs from the Omnibus Incentive Plan (Omnibus Plan) to employees and officers in the thirteen weeks ended May 4, 2013. The estimated $24.0 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 $3.8 million of expense related to these RSUs during the thirteen weeks ended May 4, 2013.

In the thirteen weeks ended May 4, 2013 the Company granted 0.2 million RSUs with a fair value of $8.7 million from the Omnibus Plan to certain officers of the Company, contingent on the Company meeting certain performance targets in fiscal 2013. If the Company meets these performance targets in fiscal 2013, the RSUs will vest ratably over three years, ending March 22, 2016. 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 $5.2 million of expense related to these RSUs in the thirteen weeks ended May 4, 2013.

In the thirteen weeks ended May 4, 2013 the Company granted RSUs with a fair value of $1.4 million from the Omnibus Plan to certain officers of the Company, contingent on the Company meeting certain performance targets for the period beginning on February 3, 2013 and ending on January 30, 2016. 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 b
ased on the retirement eligibility of certain grantees. The Company recognized $0.6 million of expense related to these RSUs in the thirteen weeks ended May 4, 2013.

The Company recognized $5.5 million of expense related to RSUs granted prior to fiscal 2013 in the thirteen weeks ended May 4, 2013. For the thirteen weeks ended April 28, 2012, the Company recognized $4.9 million of expense related to these RSUs.

In the thirteen weeks ended May 4, 2013, approximately 1.0 million RSUs vested and approximately 0.6 million shares, net of taxes, were issued. During the thirteen weeks ended April 28, 2012, approximately 1.3 million RSUs vested and approximately 0.8 million shares, net of taxes, were issued.