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Dividends. The company's Board of Directors declared dividends of $.0425 per common share in January 2001; $.0375 per common share in January, May, August and November 2000; and $.0325 per common share in January, May, August and November 1999.

Stock-Based Compensation Plans. At February 3, 2001, the company had five stock-based compensation plans, which are described below. Statement of Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation," establishes a fair value method of accounting for stock options and other equity instruments. Had compensation cost for these stock option and stock purchase plans been determined based on the fair value at the grant dates for awards under those plans consistent with the methods of SFAS 123, the company's net income and earnings per share would have been reduced to the pro forma amounts indicated below:

The impact of outstanding non-vested stock options granted prior to 1995 has been excluded from the pro forma calculation; accordingly, the 2000, 1999 and 1998 pro forma adjustments are not indicative of future period pro forma adjustments, when the calculation will apply to all applicable stock options.

1992 Stock Option Plan and 2000 Equity Incentive Plan. The company's 1992 Stock Option Plan and 2000 Equity Incentive Plan allow for the granting of nonqualified stock options. Incentive stock options can also be granted under the 1992 Stock Option Plan. Stock options are to be granted at prices not less than the fair market value of the common shares on the date the option is granted, expire ten years from the date of grant and normally vest over a period not exceeding four years from the date of grant. Options granted prior to March 2000 under the plans are exercisable upon grant, subject to the company's conditional right to repurchase unvested shares. Options granted since March 2000 are exercisable only as to vested shares.

Outside Directors Stock Option Plan. The company's Outside Directors Stock Option Plan provides for the automatic grant of stock options at pre-established times and for fixed numbers of shares to each non-employee director. Stock options are to be granted at exercise prices not less than the fair market value of the common shares on the date the option is granted, expire ten years from the date of grant and normally vest over a period not exceeding three years from the date of the grant.

A summary of the activity under the company's three option plans for 2000, 1999 and 1998 is presented below:

At year-end 2000, 1999 and 1998, there were 6.6 million, 4.4 million and 5.7 million shares, respectively, available for future issuance under these plans.

The weighted average fair values per share of options granted during 2000, 1999 and 1998 were $8.19, $7.85 and $6.21, respectively. For determining pro forma earnings per share, the fair values for each option granted were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for 2000, 1999 and 1998, respectively: (i) dividend yield of 0.8%, 0.7% and 0.6%; (ii) expected volatility of 56.0%, 46.1% and 45.8%; (iii) risk-free interest rate of 6.3%, 5.9% and 5.2%; and (iv) expected life of 3.4 years, 3.2 years and 3.3 years. The company's calculations are based on a multiple option approach, and forfeitures are recognized as they occur.

The following table summarizes information about the weighted average remaining contractual life (in years) and the weighted average exercise prices for stock options both outstanding and exercisable as of February 3, 2001 (options in thousands):

Employee Stock Purchase Plan. Under the Employee Stock Purchase Plan, eligible full-time employees can choose to have up to 10% of their annual base earnings withheld to purchase the company's common stock. The purchase price of the stock is 85% of the lower of the beginning of the offering period or end of the offering period market price. During 2000, 1999 and 1998, employees purchased approximately 195,000, 171,000 and 149,000 shares, respectively, of the company's common stock under the plan at weighted average per-share prices of $14.35, $15.25 and $15.44, respectively. Through February 3, 2001, approximately 3,561,000 shares had been issued under this plan and 1,438,000 shares remained available for future issuance.

The weighted average fair values of the 2000, 1999 and 1998 awards were $7.32, $6.06 and $6.27 per share, respectively. For determining pro forma earnings per share, the fair value of the employees' purchase rights was estimated using the Black-Scholes option pricing model using the following assumptions for 2000, 1999 and 1998, respectively: (i) dividend yield of 0.9%, 0.6% and 0.6%; (ii) expected volatility of 69.8%, 44.7% and 49.3%; (iii) risk-free interest rate of 6.1%, 5.6% and 5.0%; and (iv) expected life of 1.0 year, 1.0 year and 1.0 year.

Restricted Stock Plan. The company's Restricted Stock Plan provides for stock awards to officers and certain key employees. All awards under the plan entitle the participant to full dividend and voting rights. Unvested shares are restricted as to disposition and subject to forfeiture under certain circumstances. The market value of these shares at date of grant is amortized to expense ratably over the vesting period of generally two to five years. At year-end 2000, 1999 and 1998, the unamortized compensation expense was $18.4 million, $14.4 million and $15.3 million, respectively. A summary of restricted stock award activity follows: