Effective June 2011, the Company’s stockholders voted to adopt the 2011 Incentive Plan (the “2011 Incentive Plan”) to provide for issuance under the 2011 Incentive Plan of the Company’s Class A Common Stock. The 2011 Incentive Plan provides a maximum aggregate amount of 9.25 million shares of Class A Common Stock with respect to which options may be granted and provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, performance awards, restricted stock and other share-based awards, which may include, without limitation, restrictions on the right to vote such shares and restrictions on the right to receive dividends on such shares. The options to purchase Class A common shares are issued at fair market value of the underlying shares on the date of grant. In general, the options vest and become exercisable in equal annual installments over a three-year period, commencing one year after the grant date, and expire ten years from issuance. Shares issued upon exercise of options are newly issued shares. Options and restricted shares granted after June 21, 2011 are issued under the 2011 Incentive Plan.

Effective June 2009, the Company’s stockholders voted to amend the Third Amended and Restated 2001 Incentive Plan (the “2001 Incentive Plan”) to provide for issuance under the 2001 Incentive Plan of the Company’s Class A Common Stock. The 2001 Incentive Plan provided a maximum aggregate amount of 46.5 million shares of Class A Common Stock with respect to which options may have been granted and provided for the granting of incentive stock options, non-qualified stock options, and restricted stock, which may have included, without limitation, restrictions on the right to vote such shares and restrictions on the right to receive dividends on such shares. The options to purchase Class A common shares were issued at fair market value of the underlying shares on the date of grant. In general, the options vest and become exercisable in equal annual installments over a three-year period, commencing one year after the grant date, and expire ten years from issuance. Shares issued upon exercise of options are newly issued shares. Options and restricted shares granted on or before June 21, 2011 were issued under the 2001 Incentive Plan.

Stock Options

A summary of the status of the Company’s stock options is presented below:

The following table summarizes information as of February 2, 2013 concerning outstanding and exercisable options:

The total intrinsic value of options exercised during the fiscal years ended February 2, 2013, January 28, 2012 and January 29, 2011 was $7.7 million, $16.0 million, and $59.9 million, respectively. The intrinsic value of options exercisable and options outstanding was $19.8 million and $20.8 million, respectively, as of February 2, 2013.

The fair value of each option is recognized as compensation expense on a straight-line basis between the grant date and the date the options become fully vested. During the 53 weeks ended February 2, 2013 and the 52 weeks ended January 28, 2012 and January 29, 2011, the Company included compensation expense relating to the grant of these options in the amount of $2.1 million, $6.4 million and $12.2 million, respectively, in selling, general and administrative expenses. As of February 2, 2013, there was no unrecognized compensation expense related to the unvested portion of the Company’s stock options.

Restricted Stock Awards

The Company grants restricted stock awards to certain of its employees, officers and non-employee directors. Restricted stock awards generally vest over a three-year period on the anniversary of the date of issuance.

The following table presents a summary of the Company’s restricted stock awards activity:

During the 53 weeks ended February 2, 2013, the Company granted 1.4 million shares of restricted stock with a weighted average grant date fair value of $23.66 per common share with fair value being determined by the quoted market price of the Company’s common stock on the date of grant. Of these shares, 783 thousand shares of restricted stock were granted under the 2011 Incentive Plan, which vest in equal annual installments over three years. At the same time, an additional 626 thousand shares of restricted stock were granted under the 2011 Incentive Plan, of which 101 thousand shares vest in equal annual installments over three years based on performance targets that were achieved and 25 thousand shares were forfeited based on fiscal 2012 performance. The remaining 500 thousand shares of restricted stock granted are subject to performance targets which will be measured following the completion of the 52 weeks ending January 31, 2015. These grants will vest immediately upon measurement to the extent earned. Shares subject to performance measures may generally be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts. The restricted stock granted in the 52 weeks ended January 28, 2012 and the 52 weeks ended January 29, 2011 vest in equal annual installments over three years.

During the 53 weeks ended February 2, 2013, the 52 weeks ended January 28, 2012 and the 52 weeks ended January 29, 2011, the Company included compensation expense relating to the grant of these restricted shares in the amounts of $17.5 million, $12.4 million and $17.4 million, respectively, in selling, general and administrative expenses in the accompanying consolidated statements of operations. As of February 2, 2013, there was $24.2 million of unrecognized compensation expense related to nonvested restricted stock awards that is expected to be recognized over a weighted average period of 2.0 years.

Subsequent to the fiscal year ended February 2, 2013, the Company granted 1.2 million shares of restricted stock with a grant date fair value of $24.82 per common share and 457 thousand shares of stock options under the 2011 Incentive Plan. Of these restricted shares, 614 thousand shares vest in equal annual installments over three years and 303 thousand shares vest in full in February 2016. Restricted shares and options granted are subject to continued service. Of the restricted shares granted subsequent to February 2, 2013, 131 thousand shares are subject to a performance target which will be measured following the completion of the 52 weeks ending February 1, 2014 with the portion earned vesting in equal annual installments over three years. The remaining 131 thousand shares of restricted stock granted are subject to performance targets which will be measured following the completion of the 52 weeks ending January 30, 2016. These grants will vest immediately upon measurement to the extent earned. Shares subject to performance measures may generally be earned in greater or lesser percentages if targets are exceeded or not achieved by specified amounts.