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Employee Stock Plans
3 Months Ended
Apr. 01, 2022
Postemployment Benefits [Abstract]  
Employee Stock Plans

11. EMPLOYEE STOCK PLANS

The Company grants stock awards in the form of restricted stock units ("RSUs") and performance stock units ("PSUs") to its employees as part of the Company’s long-term equity compensation plan. These stock awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years, subject to the employee’s continued service with the Company and, in the case of PSUs, subject to achieving certain performance goals and market conditions. The Company also grants common stock to its board members in the form of restricted stock awards ("RSAs"), which vest on the earlier of 1) the next Annual Shareholder Meeting, or 2) 365 days from date of grant.

Stock-based compensation expense includes compensation costs related to estimated fair values of awards granted. The estimated fair value of the Company’s equity-based awards, net of expected forfeitures, is amortized on a straight-line basis over the awards’ vesting period and is adjusted for performance as it relates to PSUs. Under the new PSU program, which is effective beginning fiscal 2021, performance goals are set at the time of grant and performance is reviewed at the end of a three-year period. The percentage to be applied to each participant’s target award ranges from zero to 200% based upon the extent to which the financial performance goals are achieved. If specific performance threshold levels for the financial goals are met on an annual basis, the amount earned for that element will be applied to one-third of the participants’ PSU award granted to determine the number of total units earned.

At the end of the three-year performance period, the total units earned, if any, are adjusted by applying two modifiers, each ranging from 25% to (25)% based on (i) the Company’s relative total shareholder return (“TSR”) compounded annual growth rate (“CAGR”) which is based on the Company’s stock price changes relative to a group of peer companies and (ii) the “average annual difference in operating margin” is defined as non-GAAP operating margin divided by GAAP total revenue comparing the annual operating plan to actual results.

The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations:

 

 

Three Months Ended

 

 

 

April 1,

 

 

March 26,

 

(In millions)

 

2022

 

 

2021

 

Cost of revenues (1)

 

$

0.5

 

 

$

0.5

 

Research and development

 

 

0.1

 

 

 

0.1

 

Sales and marketing

 

 

0.3

 

 

 

0.3

 

General and administrative

 

 

4.7

 

 

 

2.6

 

 

 

 

5.6

 

 

 

3.5

 

Income tax benefit

 

 

(1.2

)

 

 

(0.8

)

Stock-based compensation expense, net of tax

 

$

4.4

 

 

$

2.7

 

 

(1)
Stock-based compensation expense capitalized in inventory for the three months ended April 1, 2022 and March 26, 2021 was not significant.

For the three months ended April 1, 2022, 55.8 thousand RSUs were granted with a weighted average fair value of $44.91 per share.

As of April 1, 2022, approximately $24.5 million of unrecognized stock-based compensation cost related to employee and director awards which remains to be amortized on a straight-line basis over a weighted average period of 1.3 years, and will be adjusted for subsequent changes in future grants.

As of April 1, 2022, a total of 18.9 thousand RSAs were outstanding. The total unamortized expense of the Company’s unvested RSAs as of April 1, 2022 was $0.1 million.

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the three months ended April 1, 2022:

 

(In millions)

 

Shares

 

 

Aggregate
Fair
Value

 

Unvested RSUs, PSUs and RSAs at December 31, 2021

 

 

1.2

 

 

$

69.3

 

Granted

 

 

0.1

 

 

 

-

 

Vested

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

Unvested RSUs, PSUs and RSAs as of April 1, 2022

 

 

1.3

 

 

$

53.0

 

Vested and expected to vest RSUs, PSUs and RSAs as of April 1, 2022

 

 

1.3

 

 

$

53.0

 

Employee Stock Purchase Plan

The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. The purchase price is 85% of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. No shares were issued under the ESPP during the three months ended April 1, 2022 and March 26, 2021.