On May 6, 2008, the Company’s shareholders approved the 2008 Stock Incentive Plan (the “2008 Plan”). On May 6, 2014, the Company’s shareholders approved the 2014 Stock Incentive Plan (as amended and restated, the “2014 Plan”, and together with the 2008 Plan, the “Stock Plans”), which replaced the 2008 Plan for all equity-based awards granted on or after May 6, 2014. The 2014 Plan is designed to promote the long-term financial interests and growth of the Company by attracting, motivating and retaining employees with the ability to contribute to the success of the business and to align compensation for the Company’s employees over a multi-year period directly with the interests of the shareholders of the Company. The Company’s long-term equity incentive compensation program has historically included time-vesting non-qualified stock option and/or restricted stock unit (“RSUs”) (including performance-based stock unit with both time- and performance-vesting criteria (“PSUs”)) awards. From time to time, the Company has granted fully-vested shares of its common stock to individuals in connection with special circumstances. The Company’s Board of Directors or a committee thereof administers the 2014 Plan.

Under the 2014 Plan, grants may take the following forms at the Company’s Board of Directors’ Compensation and Benefit Committee’s (the “Compensation Committee”) discretion: non-qualified stock options, incentive stock options, stock appreciation rights, RSUs, restricted stock and other stock-based awards. As of May 9, 2017, the maximum number of shares of common stock available for grant under the 2014 Plan was 8,500, subject to increase and adjustment as set forth in the 2014 Plan.

Under the 2014 Plan, the Company also grants fully-vested shares of its common stock to certain members of its Board of Directors. Additionally, the Company granted such shares to director members of the former Interim Office of the Chief Executive Officer in fiscal 2017. While these shares are fully vested, the directors are restricted from selling these shares while they are still serving on the Company’s Board of Directors subject to limited exceptions. During the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, the Company granted to members of the Company’s Board of Directors an aggregate of 29, 11 and 30 fully-vested shares, respectively, and recognized compensation expense of $756, $754 and $664, respectively. During the fiscal year ended December 30, 2017, the Company granted to director members of the former Interim Office of the Chief Executive Officer an aggregate of 40 fully vested shares and recognized compensation expense of $604.

In fiscal 2017, as part of an initial equity award, the Company granted a stock option to purchase 500 shares of its common stock (the “Inducement Option”) to its new President and Chief Executive Officer upon commencement of her employment. The Inducement Option vests proportionately over four years on each anniversary of the grant date and expires on the seven-year anniversary of the grant date. While the Inducement Option was granted in reliance on an employment inducement exemption and not awarded pursuant to the 2014 Plan, it is subject to the same terms and conditions of the 2014 Plan.

The Company issues common stock for share-based compensation awards from treasury stock. The total compensation cost that has been charged against income for share-based compensation awards was $20,471, $20,188 and $14,949 for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively. Such amounts have been included as a component of selling, general and administrative expenses. The total income tax benefit recognized in the income statement for all share-based compensation awards was $2,141, $4,007 and $3,580 for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively. The tax benefits realized from options exercised and RSUs and PSUs vested totaled $2,840, $30,268 and $7,210 for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively. No compensation costs were capitalized. As of December 28, 2019, there was $35,862 of total unrecognized compensation cost related to the Inducement Option and stock options, RSUs and PSUs granted under the Stock Plans. That cost is expected to be recognized over a weighted-average period of approximately 1.4 years.

Stock options with time-vesting criteria (“Time-Vesting Options”) are exercisable based on the terms and conditions outlined in the applicable award agreement. Time-Vesting Options outstanding at December 28, 2019, December 29, 2018 and December 30, 2017 vest over a period of three to five years and the expiration term is seven to ten years. Time-Vesting Options outstanding at December 28, 2019, December 29, 2018 and December 30, 2017 have an exercise price between $3.97 and $63.59 per share. The Company did not grant Time-Vesting Options in fiscal 2019 and fiscal 2018.

The fair value of each of these option awards is estimated on the date of grant using the Black-Scholes option pricing model with the weighted average assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company’s common stock. Since the Company’s option exercise history is limited, it has estimated the expected term of these options (other than the options with a seven-year term) to be the midpoint between the vesting period and the contractual term of each option. For options with a seven-year contractual term, the expected term is equal to 7 years. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the Time-Vesting Options. The dividend yield is based on the Company’s historic average dividend yield.

A summary of all option activity for the fiscal year ended December 28, 2019 is presented below:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Life (Yrs.)		Value
Outstanding at December 29, 2018		3,789		$	21.69
Granted		0		$	0.00
Exercised		(74	)	$	11.76
Cancelled		(15	)	$	49.17
Outstanding at December 28, 2019		3,700		$	21.77		5.3	$	72,356
Exercisable at December 28, 2019		3,050		$	16.61		5.4	$	71,614

The weighted-average grant-date fair value of all options granted was $0.00, $0.00 and $15.21, for the fiscal years ended December 28, 2019, December 29, 2018, and December 30, 2017, respectively. The total intrinsic value of Time-Vesting Options exercised was $1,105, $105,647 and $5,930 for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively.

Cash received from Time-Vesting Options exercised during the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017 was $1,076, $33,385 and $5,475, respectively.

RSUs are exercisable based on the terms outlined in the applicable award agreement. The RSUs generally vest over a period of 2 to 4 years. The fair value of RSUs is determined using the closing market price of the Company’s common stock on the date of grant. A summary of RSU activity under the Stock Plans for the fiscal year ended December 28, 2019 is presented below:

				Weighted-Average
				Grant-Date Fair
	Shares			Value
Outstanding at December 29, 2018		881		$	37.91
Granted		852		$	19.09
Vested		(387	)	$	31.67
Forfeited		(193	)	$	29.77
Outstanding at December 28, 2019		1,153		$	27.46

The weighted-average grant-date fair value of RSUs granted was $19.09, $63.91 and $31.58 for the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively. The total fair value of RSUs vested during the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017 was $12,268, $8,484 and $10,211, respectively.

In fiscal 2019, the Company granted 280.1 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The performance-vesting criteria for these PSUs will be satisfied if the Company has achieved a certain annual operating income objective for the performance period of fiscal 2021. Pursuant to these awards, the number of PSUs that become vested, if any, upon the satisfaction of both vesting criteria, shall be equal to (x) the target number of PSUs granted multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The Company is currently accruing compensation expense to what it believes is the probable outcome upon vesting.

In fiscal 2018, the Company granted 81.3 PSUs having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The performance-vesting criteria for these PSUs will be satisfied if the Company has achieved a certain annual operating income objective for the performance period of fiscal 2020. Pursuant to these awards, the number of PSUs that become vested, if any, upon the satisfaction of both vesting criteria, shall be equal to (x) the target number of PSUs granted multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The applicable achievement percentage shall increase in the event the Company has achieved a certain revenue target during such performance period. The Company is currently accruing compensation expense to what it believes is the probable outcome upon vesting.

In fiscal 2017, the Company granted 98.5 PSUs in May 2017 and 47.9 PSUs in July 2017, all having both time- and performance-vesting criteria. The time-vesting criteria for these PSUs will be satisfied upon continued employment (with limited exceptions) on May 15, 2020. Certain of the performance-vesting criteria for these PSUs was satisfied when the Company achieved, in the case of the May 2017 awards, certain annual operating income objectives and, in the case of the July 2017 award, certain net income or operating income objectives, as applicable for each of the fiscal 2017 and fiscal 2018 performance years. The performance-vesting criteria for the fiscal 2019 performance year was not satisfied. When the performance measure was met, if at all, for a particular 2017 Award Performance Year (i.e., each fiscal year over a three-year period, fiscal 2017 through fiscal 2019), that portion of units was “banked” for potential issuance following the satisfaction of the time-vesting criteria. Such portion of units “banked” was equal to (x) the target number of PSUs granted for the applicable 2017 Award Performance Year multiplied by (y) the applicable achievement percentage, rounded down to avoid the issuance of fractional shares. The Company is currently accruing compensation expense to what it believes is the probable outcome upon vesting.

In fiscal 2016, the Company granted 289.9 PSUs having both time- and performance-vesting criteria (the “2016 PSUs”). The time-vesting criteria for these PSUs was satisfied upon continued employment (with limited exceptions) on the third anniversary of the grant date. The performance-vesting criteria for these PSUs was satisfied when the Company achieved a Debt Ratio (as defined in the applicable term sheet for these PSU awards and based on a Debt to EBITDAS ratio (each, as defined therein)) at levels at or below 4.5x over the performance period from December 31, 2017 to December 29, 2018. Pursuant to these awards, the number of PSUs that became vested in fiscal 2019 upon the satisfaction of the time-vesting criteria of 219.3 was calculated as (x) the target number of PSUs granted multiplied by (y) 166.67%, the applicable Debt Ratio achievement percentage, rounded down to avoid the issuance of fractional shares. The Company accrued compensation expense in an amount equal to the outcome upon vesting.

The fair value of PSUs is determined using the closing market price of the Company’s common stock on the date of grant. A summary of PSU activity under the 2014 Plan for the fiscal year ended December 28, 2019 is presented below:

				Weighted-Average
				Grant-Date Fair
	Shares			Value
Outstanding at December 29, 2018		380		$	32.56
Granted (a)		368		$	17.51
Vested		(219	)	$	13.19
Forfeited		(92	)	$	29.08
Outstanding at December 28, 2019		437		$	30.35

The weighted-average grant-date fair value of PSUs granted was $17.51, $80.18 and $27.22 during the fiscal years ended December 28, 2019, December 29, 2018 and December 30, 2017, respectively. The total fair value of PSUs vested during the fiscal year ended December 28, 2019 was $2,891. No PSUs vested during the fiscal years ended December 29, 2018 and December 30, 2017.