Express 2012 Annual Report Download - page 75

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negotiated transactions. In 2012, the Company repurchased 4.0 million shares of its common stock at an average
price of $16.38 per share, totaling $65.1 million, including commissions.
11. Share-Based Compensation
The Company records the fair value of share-based payments to employees in the Consolidated Statements of
Income and Comprehensive Income as compensation expense, net of forfeitures, over the requisite service period
on a straight-line basis.
Share-based Compensation Plans
Prior to the IPO, the Company maintained an equity incentive program. In connection with the IPO, the equity
from this program was converted into restricted shares of the Company, and this program was terminated.
In 2010, the Board approved, and the Company implemented, the Express, Inc. 2010 Incentive Compensation
Plan (as amended, the “2010 Plan”). The 2010 Plan authorizes the Compensation Committee (the “Committee”)
of the Board and its designees to offer eligible employees cash and stock-based incentives as deemed appropriate
in order to attract, retain, and reward such individuals. Effective April 3, 2012, the Board amended the 2010 Plan
to, among other things, reduce the number of shares available for issuance under the 2010 Plan. As of February 2,
2013, 15.2 million shares were authorized to be granted under the 2010 Plan and 10.4 million were available for
future issuance.
The following summarizes our share-based compensation expense:
2012 2011 2010
(in thousands)
Stock options .................................... $ 8,123 $ 6,323 $2,044
Restricted stock units and restricted stock .............. 8,171 3,597 102
Restricted shares (equity issued pre-IPO) .............. 14 169 3,150
Total share-based compensation ..................... $16,308 $10,089 $5,296
The stock compensation related income tax benefit recognized by the Company in 2012, 2011, and 2010 was
$1.7 million, $0.1 million and $0.0 million, respectively.
Stock Options
During the 2012, the Company granted stock options under the 2010 Plan. The fair value of the stock options is
determined using the Black-Scholes-Merton option-pricing model as described later in this note. The majority of
stock options granted under the 2010 Plan vest 25% per year over 4 years and have a 10 year contractual life,
however those granted to the Chief Executive Officer vest ratably over 3 years. The expense for stock options is
recognized using the straight-line attribution method.
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