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Restricted Stock Units and Restricted Stock
During 2014, the Company granted restricted stock units (“RSUs”) under the 2010 Plan, including 0.5 million
RSUs with performance conditions. The fair value of the RSUs is determined based on the Company’s closing
stock price on the day prior to the grant date in accordance with the 2010 Plan. The expense for RSUs without
performance conditions is recognized using the straight-line attribution method. The expense for RSUs with
performance conditions is recognized using the graded vesting method based on the expected achievement of the
performance conditions. The RSUs with performance conditions are also subject to time-based vesting. One-half
of these RSUs that are earned based on the achievement of performance criteria will vest on the second
anniversary of the date of the grant and the remainder will vest on the third anniversary of the date of the grant.
RSUs without performance conditions vest ratably over four years.
The Company’s activity with respect to RSUs and restricted stock, including awards with performance
conditions, for 2014 was as follows:
Number of
Shares
Grant Date
Weighted Average
Fair Value
(in thousands, except per share amounts)
Unvested, February 1, 2014 ............. 1,487 $19.29
Granted* ........................ 778 $15.68
Vested .......................... (718) $18.66
Forfeited ........................ (112) $18.08
Unvested, January 31, 2015 ............. 1,435 $17.75
* Number of awards granted includes approximately 0.5 million RSUs with two-year performance conditions.
The amount granted reflects the current estimate against target; however, the number of performance based
RSUs that are ultimately earned may vary from 0%—125% of target depending on the achievement of
predefined operating targets.
The total fair value of RSUs and restricted stock that vested was $13.4 million, $8.5 million, and $3.2 million,
during 2014, 2013, and 2012, respectively. As of January 31, 2015, there was approximately $13.8 million of
total unrecognized compensation expense related to unvested RSUs and restricted stock, which is expected to be
recognized over a weighted-average period of approximately 1.7 years.
11. Earnings Per Share
The following table provides a reconciliation between basic and diluted weighted-average shares used to
calculate basic and diluted earnings per share:
2014 2013 2012
(in thousands)
Weighted-average shares—basic ....................... 84,144 84,466 86,852
Dilutive effect of stock options, restricted stock units, and
restricted stock ................................... 410 602 354
Weighted-average shares—diluted ..................... 84,554 85,068 87,206
Equity awards representing 4.2 million, 2.0 million, and 3.1 million shares of common stock were excluded from
the computation of diluted earnings per share for 2014, 2013, and 2012, respectively, as the effects of the awards
would have been anti-dilutive.
Additionally, for 2014, there were 0.5 million shares excluded from the computation of diluted weighted average
shares because the number of shares that will ultimately be issued is contingent on the Company’s performance
compared to pre-established performance goals which have not been achieved as of January 31, 2015.
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