DSW 2012 Annual Report Download - page 63

F- 23
exercise price. The total intrinsic value of restricted stock units that vested during fiscal 2012, 2011 and 2010 was $5.6
million, $2.4 million and $1.0 million, respectively. The total fair value of restricted stock units that vested during fiscal 2012,
2011 and 2010 was $1.2 million, $0.8 million and $0.6 million, respectively. As of February 2, 2013, the total compensation
cost related to nonvested restricted stock units not yet recognized was approximately $4.0 million with a weighted average
expense recognition period remaining of 2.4 years.
In connection with the special dividends paid on October 26, 2012 and September 30, 2011, DSW issued forfeitable dividend
equivalent units under the anti-dilution provision to make the grantee whole as required under the DSW plan. DSW also
modified its restricted stock unit awards to grant forfeitable dividend equivalent units for the quarterly dividends resulting in
immaterial incremental compensation expense.
The following tables summarize DSW’s restricted stock unit activity and weighted average grant date fair value (“GDFV”) for
the periods presented and aggregate intrinsic value (units and intrinsic value in thousands):
Fiscal years ended
February 2, 2013 January 28, 2012 January 29, 2011
Units GDFV Units GDFV Units GDFV
Outstanding beginning of year 273 $ 18.65 276 $ 14.97 267 $ 12.61
Granted 57 $ 54.95 67 $ 38.35 59 $ 26.56
Vested (104) $ 11.71 (55) $ 14.07 (39) $ 16.17
Forfeited (8) $ 33.64 (15) $ 22.27 (11) $ 14.80
Outstanding end of year 218 $ 30.78 273 $ 18.65 276 $ 14.97
Weighted Average Aggregate
Remaining Intrinsic
As of February 2, 2013: Units GDFV Contract Life Value
Restricted stock units expected to vest 167 $ 30.78 1.5 years $ 11,313
Director Stock Units- DSW issues stock units to directors who are not employees of DSW. During fiscal 2012, 2011 and 2010,
DSW expensed $1.1 million, $1.0 million and $0.9 million respectively, related to these grants. Stock units are automatically
granted to each director who is not an employee of DSW or RVI on the date of each annual meeting of shareholders for the
purpose of electing directors. Each non-employee director is granted stock units based on the fair market value of DSW Class A
Common Shares on the date of the annual meeting. In addition, each director eligible to receive compensation for board service
may elect to have the cash portion of such directors’ compensation paid in the form of stock units. Stock units granted to
directors vest immediately and are settled upon the director terminating service from the board. For new grants beginning in
fiscal 2012, directors were given the option to exercise their units at a specified point in the future or upon completion of
service. Stock units granted to directors, which are not subject to forfeiture, are considered to be outstanding for the purposes of
computing basic earnings per share. The exercise price of the director stock units is zero. The following table summarizes
DSW’s director stock unit activity (units in thousands):
Fiscal years ended
February 2, 2013 January 28, 2012 January 29, 2011
Outstanding beginning of year 192 161 129
Granted 27 31 32
Exercised (61) ——
Outstanding end of year 158 192 161
RVI Stock-Based Compensation Plan- Historically, both DSW and RVI issued stock-based compensation under their
respective plans. After the Merger, DSW either cash settled or converted all outstanding units and options under the RVI 2000
Stock Incentive Plan (“the RVI Plan”) to be exercisable for DSW Class A Common Shares. At the date of the Merger, all RVI
stock options and Stock Appreciation Rights (“SARs”) granted to directors immediately vested resulting in compensation
expense of $0.3 million. At the election of each option holder, options and SARs were either paid in cash at a value equal to the
RVI share price at close of the market on May 25, 2011 less the exercise price, or converted to be exercisable for DSW Class A
Table of Contents DSW INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS