The Company’s stock incentive plans include plans adopted in 2020, 2013 and 2003 (the “TD SYNNEX Plan(s)”). The TD SYNNEX Plans, as amended, provide for the direct award or sale of shares of common stock, restricted stock awards, and restricted stock units, the grant of options to purchase shares of common stock and the award of stock appreciation rights to employees and non-employee directors and consultants.

The number of authorized shares under the 2020 TD SYNNEX Plan will not exceed the sum of 2,493 shares of common stock, plus any shares under the amended and restated 2013 and 2003 TD SYNNEX Plans that are subject to outstanding awards granted to the extent those awards expire, terminate or are canceled for any reason prior to exercise without the issuance or delivery of such shares, any shares subject to vesting restrictions that are subsequently forfeited, and any reserved shares not issued or subject to outstanding awards, up to 3,950 shares, which was due to antidilution provisions in the 2020 TD SYNNEX Plan increased by 2,621 shares following the Separation. No further grants may be made under the 2013 or 2003 TD SYNNEX Plans and all outstanding awards under the 2013 and 2003 Plans continue to be governed by their existing terms. As of November 30, 2021, there were 4,555 shares of common stock available for future grants.

Under the Plans, qualified employees are eligible for the grant of incentive stock options to purchase shares of common stock. Qualified employees and outside directors and consultants are eligible for the grant of non-qualified stock options, stock appreciation rights, restricted stock grants and restricted stock units. The outstanding restricted stock awards and units generally vest one fifth ratably over a five-year period, with certain awards subject to other vesting periods as defined per the grant agreement. Certain restricted stock units vest subject to the achievement of individual, divisional or company-wide performance goals. The majority of the performance-based restricted stock units vest at the end of three-year requisite service periods, subject to the achievement of company-wide financial performance goals approved by the Compensation Committee. The exercise price for incentive stock options will not be less than 100% of the fair market value of the stock on the date of grant and the stock options have a contractual term of ten years. The majority of outstanding stock options vest as to one fifth of the stock underlying the stock options on the first anniversary date of the grant and the remaining vest monthly over a four-year period starting one month after the first anniversary of the date of grant. Restricted stock granted to qualified non-employee directors vests one fourth on a quarterly basis over a one-year period. The holders of restricted stock awards are entitled to the same voting, dividend and other rights as the Company’s common stockholders.

Unless terminated sooner, the 2020 TD SYNNEX Plan will terminate on March 17, 2030.

The Company recognizes share-based compensation expense for all share-based awards made to employees and directors, including employee stock options, restricted stock awards, restricted stock units, performance-based restricted stock units and employee stock purchase rights, based on estimated fair values.

The Company recorded share-based compensation expense in the Consolidated Statements of Operations for fiscal years 2021, 2020 and 2019 as follows:

	Fiscal Years Ended November 30,
	2021			2020			2019
Total share-based compensation	$	53,192		$	17,631		$	17,608
Tax benefit recorded in the provision for income taxes		(12,145	)		(4,355	)		(4,367	)
Effect on net income	$	41,047		$	13,276		$	13,241

Substantially all of the share-based compensation expense was recorded in “Selling, general and administrative expenses” and “Acquisition, integration and restructuring costs” in the Consolidated Statements of Operations.

The Company estimates the fair value of share-based payment awards on the measurement date and recognizes as expense over the requisite service period in the Company’s Consolidated Financial Statements.

The Company uses the Black-Scholes valuation model to estimate the fair value of stock options. The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility assumption was determined using historical volatility of the Company’s common stock.

The fair value of stock awards is determined based on the stock price at the date of grant. For grants that do not accrue dividends or dividend equivalents, the fair value is the stock price reduced by the present value of estimated dividends over the vesting period. For performance-based restricted stock units, the grant-date fair value assumes that the targeted performance goals will be achieved. Over the performance period, the number of awards will be adjusted higher or lower based on the probability of achievement of performance goals.

The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur.

	Options Outstanding
	Number of shares			Weighted- average exercise price per share
Balances, November 30, 2020		684		$	47.08
Options granted		239			100.45
Options exercised		(234	)		45.08
Balances, November 30, 2021		689		$	66.29

The Company did not grant any options during the fiscal year 2020. The following assumptions were used in the Black-Scholes valuation model in fiscal years 2021 and 2019:

	Fiscal Years Ended November 30,
	2021	2019
Expected life (years)	5.5 - 6.1	6.0 - 6.1
Risk free interest rate	0.72% - 1.16%	1.59% - 2.62%
Expected volatility	38.01% - 38.85%	32.33% - 33.69%
Dividend yield	0.75% - 0.88%	1.36% - 1.54%

The weighted-average grant-date fair values of the stock options granted during fiscal years 2021 and 2019 were $34.37, and $32.76, respectively. As of November 30, 2021, 689 options were outstanding with a weighted-average life of 7.45 years, a weighted-average exercise price of $66.29 per option and an aggregate pre-tax intrinsic value of $26,149. As of November 30, 2021, 316

options were vested and exercisable with a weighted-average life of 6.07 years, a weighted-average exercise price of $50.35 per share and an aggregate pre-tax intrinsic value of $16,786.

The cash received from the exercise of options and the intrinsic values of options exercised during fiscal years 2021, 2020 and 2019 were as follows:

	Fiscal Years Ended November 30,
	2021		2020		2019
Intrinsic value of options exercised	$	16,163	$	15,746	$	3,782
Cash received from exercise of options	$	10,541	$	9,018	$	1,908

The Company settles employee stock option exercises with newly issued common shares.

As of November 30, 2021, the unamortized share-based compensation expense related to unvested stock options under the TD SYNNEX Plans was $7,433 which will be recognized over an estimated weighted-average amortization period of 3.77 years.

A summary of the changes in the Company’s non-vested restricted stock awards and stock units during fiscal year 2021 is presented below:

	Number of shares			Weighted-average, grant-date fair value per share
Non-vested as of November 30, 2020		824		$	101.94
Awards granted		537			100.04
Units granted		147			96.29
Awards and units vested		(274	)		107.38
Awards and units cancelled/forfeited⁽¹⁾		(168	)		85.82
Non-vested as of November 30, 2021		1,066		$	100.20

As of November 30, 2021, there was $54,382 of total unamortized share-based compensation expense related to non-vested restricted stock awards and stock units granted under the TD SYNNEX Plans. That cost is expected to be recognized over an estimated weighted-average amortization period of 2.79 years.

In connection with the Separation, as required by the TD SYNNEX stock incentive plans, the Company made certain adjustments to outstanding employee equity awards with the intention of preserving the intrinsic value of the awards prior to the Separation. In accordance with the employee matters agreement, each exercisable and non-exercisable stock option and unvested restricted stock award was modified into similar awards of both SYNNEX and Concentrix and the exercise price of outstanding stock options was adjusted to preserve the intrinsic value of the awards. Certain restricted stock units and performance-contingent awards were modified to provide the holders restricted stock units and performance contingent awards in the company that employs such employee following the Separation. When settled wholly in the employer’s shares, the ratio was based on the closing stock price of SYNNEX at November 30, 2020 compared to the opening stock price of the respective entity on December 1, 2020. The options strike prices were adjusted in the same manner. The modification of these awards did not result in material incremental compensation cost.

Prior to the Merger, certain of Tech Data’s employees were granted performance-based equity awards in Tiger Parent Holdings L.P., a partnership entity that was the parent company of Tiger Parent (AP) Corporation and Tech Data, that were unvested at the time of the closing of the Merger. Upon closing of the Merger, the unvested performance-based equity awards were converted into 751 restricted stock units of TD SYNNEX that vest over two years. The restricted stock units had a fair value of $127.60 per share upon closing of the Merger resulting in a total fair value of $95,871 which will be recorded as share-based compensation expense on a straight-line over the vesting period in “Acquisition, integration, and restructuring costs” in the Consolidated Statement of Operations. No awards were vested or forfeited during the fiscal year ended November 30, 2021. As of November 30, 2021, there was $83,887 of total unamortized share-based compensation expense related to these unvested awards to be recognized over a weighted-average amortization period of 1.75 years.

On January 6, 2014, the Board of Directors approved the adoption of the 2014 Employee Stock Purchase Plan (“2014 ESPP”) to succeed the Company's 2003 Employee Stock Purchase Plan. The 2014 ESPP, as amended, commenced on January 1, 2015 with 750 authorized shares, which was due to antidilution provisions in the 2014 ESPP increased by 537 authorized shares following the Separation. Under the 2014 ESPP, there are four offering periods of three months each in a calendar year. Eligible employees in the United States can choose to have a fixed percentage deducted from their bi-weekly compensation to purchase the Company’s common stock at a discount of 5%. The maximum number of shares a participant may purchase is 0.625 during a single accumulation period subject to a maximum purchase limit of $10 in a calendar year. Highly compensated employees are not eligible to participate in the plan.

Share-based compensation expense related to the 2014 ESPP was immaterial during fiscal years 2021, 2020 and 2019.