Banana Republic 2013 Annual Report Download - page 83

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59
Note 11. Share-Based Compensation
Share-based compensation expense is as follows:
Fiscal Year
($ in millions) 2013 2012 2011
Stock units $ 99 $ 92 $ 39
Stock options 12 17 15
Employee stock purchase plan 5 4 4
Share-based compensation expense 116 113 58
Less: Income tax benefit (45) (44) (23)
Share-based compensation expense, net of tax $ 71 $ 69 $ 35
No material share-based compensation expense was capitalized in fiscal 2013, 2012, or 2011.
There were no material modifications made to our outstanding stock options and other stock awards in fiscal
2013, 2012, or 2011.
General Description of Stock Option and Other Stock Award Plans
The 1996 Stock Option and Award Plan (the “1996 Plan”) was established on March 26, 1996 and amended and
restated on January 28, 2003. The 1996 Plan was further amended and restated on January 24, 2006 and
renamed the 2006 Long-Term Incentive Plan (the “2006 Plan”). The 2006 Plan was amended and restated on
August 20, 2008. The 2006 Plan was further amended and restated on May 17, 2011 and renamed the 2011
Long-Term Incentive Plan (the “2011 Plan”). The 2011 Plan was further amended and restated in February 2014.
Under the 2011 Plan, nonqualified stock options and other stock awards are granted to officers, directors, eligible
employees, and consultants at exercise prices or initial values equal to the fair market value of the Company’s
common stock at the date of grant or as determined by the Compensation and Management Development
Committee of the Board of Directors (the “Committee”).
The 2002 Stock Option Plan (the “2002 Plan”) was established on January 1, 1999. The 2002 Plan empowered
the Committee to award nonqualified stock options to non-officer employees. On May 9, 2006, the 2002 Plan was
discontinued, and those awards then outstanding continued to be subject to the terms of the 2002 Plan under
which they were granted. Pursuant to the 2011 Plan, any shares (not to exceed 28,019,786 shares) that otherwise
would have been returned to the 2002 Plan after May 9, 2006 on account of expiration, cancellation, or forfeiture
of awards granted are available for grant under the 2011 Plan.
As of February 1, 2014, there were 216,586,781 shares that have been authorized for issuance under the 2011
Plan, including those shares available for issuance under the 2002 Plan, which have or may become available for
issuance under the 2011 Plan.
All shares related to stock options and other stock awards are currently issued from treasury stock. As discussed
in Note 1 of Notes to Consolidated Financial Statements, in February 2014, the Board of Directors approved the
retirement of all existing treasury stock effective March 1, 2014. All common stock repurchased subsequent to
March 1, 2014 will be immediately retired and all shares related to stock options and other stock awards will be
issued from authorized but unissued common stock.
Stock Units
Under the 2011 Plan, Stock Units are granted to employees and members of the Board of Directors. Vesting
generally occurs over a period of three to four years of continued service by the employee in equal annual
installments. Vesting is immediate in the case of members of the Board of Directors. In some cases, vesting is
subject to the attainment of a pre-determined financial target (“Performance Shares”). Performance Shares
generally vest over a period of three to four years.