The Company uses various equity-based compensation programs to provide long-term performance incentives for its global workforce. Currently, these incentives consist principally of stock options, restricted stock units and executive performance shares. The Company also sponsors a discounted stock purchase plan in the United States and matching-grant programs in several international locations. Additionally, the Company awards restricted stock to its outside directors. These awards are administered through several plans, as described within this Note.

The 2022 Long-Term Incentive Plan (2022 Plan), approved by shareholders in April 2022, permits awards to employees and officers in the form of incentive and non-qualified stock options, performance units, restricted stock or restricted stock units, and stock appreciation rights. Through February 2022, the 2017 Long-Term Incentive Plan (2017) had a remaining 12.2 million remaining authorized by unissued shares which was replaced by the 2022 Plan. The 2022 Plan authorizes the issuance of a total of 12.4 million shares. At December 31, 2022, there were 12.2 million remaining authorized, but unissued, shares under the 2022 Plan

In April 2020, the Amended and Restated Kellogg Company 2002 Employee Stock Purchase Plan was approved by shareholders, effective July 1, 2020. The plan is a tax-qualified employee stock purchase plan made available to substantially all U.S. employees, which allows participants to acquire Kellogg stock at a discounted price. The purpose of the plan is to encourage employees at all levels to purchase stock and become shareholders.

Cash flows realized upon exercise or vesting of stock-based awards in the periods presented are included in the following table. Tax windfall (shortfall) realized upon exercise or vesting of stock-based awards generally represent the difference between the grant date fair value of an award and the taxable compensation of an award.

Shares used to satisfy stock-based awards are normally issued out of treasury stock, although management is authorized to issue new shares to the extent permitted by respective plan provisions. Refer to Note 7 for information on shares issued during the periods presented to employees and directors under various long-term incentive plans and share repurchases under the Company’s stock repurchase authorizations. The Company does not currently have a policy of repurchasing a specified number of shares issued under employee benefit programs during any particular time period.

In the first quarter of 2022, the Company granted performance share units to eligible employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0 and 200% of the target amount depending upon performance achieved over the three year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2022 target performance share unit currently corresponds to approximately 747,000 shares, with a grant-date fair value of $66 per share.

In 2021, the Company granted performance share units to a limited number of senior level employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0 and 200% of the target amount depending upon performance achieved over the three year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2021 target performance share unit currently corresponds to approximately 365,000 shares, with a grant-date fair value of $58 per share.

In 2020, the Company granted performance shares to a limited number of senior level employees, which entitle these employees to receive a specified number of shares of the Company's common stock upon vesting, as well as dividend equivalent shares. The number of shares earned could range between 0 and 200% of the target amount depending upon performance achieved over the three year performance period. The performance conditions of the award include net sales growth and cash flow related targets. Dividend equivalents accrue and vest in accordance with the underlying award. The 2020 target performance share unit grant currently corresponds to approximately 294,000 shares, with a grant-date fair value of $66 per share.

Based on the market price of the Company’s common stock at year-end 2022, the maximum future value that could be awarded on the vesting date was (in millions): 2022 award–$106; 2021 award– $52; and 2020 award–$42. The 2019 performance share award, payable in stock, was settled at 112% of target in February 2022 for a total dollar equivalent of $15 million.

The Company also grants restricted stock units to eligible employees, typically with three-year cliff vesting earning dividend equivalent units for awards granted beginning in 2019. Dividend equivalents accrue and vest in accordance with the underlying award. Management estimates the fair value of restricted stock grants based on the market price of the underlying stock on the date of grant. A summary of restricted stock unit activity for the year ended December 31, 2022, is presented in the following table:


Employee restricted stock units	2021		2020
Shares (in thousands):
Non-vested, beginning of year	1,736		1,901
Granted	727		596
Vested	(489)		(504)
Forfeited	(188)		(257)
Non-vested, end of year	1,786		1,736
Weighted-average exercise price:
Non-vested, beginning of year	$	61	$	61
Granted	58		65
Vested	63		65
Forfeited	60		58
Non-vested, end of year	$	60	$	61

During 2020 and 2021, non-qualified stock options were granted to eligible employees under the 2017 Plans with exercise prices equal to the fair market value of the Company’s stock on the grant date, a contractual term of ten years, and a three-year graded vesting period. During 2022, the Company did not grant non-qualified stock options to eligible employees. The non-qualified stock option grant was replaced with performance shares for the population of Long-Term Incentive grantees.

Management estimates the fair value of each annual stock option award on the date of grant using a lattice-based option valuation model. Composite assumptions are presented in the following table. Weighted-average values are disclosed for certain inputs which incorporate a range of assumptions. Expected volatilities are based principally on historical volatility of the Company’s stock, and to a lesser extent, on implied volatilities from traded options on the Company’s stock. Historical volatility corresponds to the contractual term of the options granted. The Company uses historical data to estimate option exercise and employee termination within the valuation models; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted represents the period of time that options granted are expected to be outstanding; the weighted-average expected term for all employee groups is presented in the following table. The risk-free rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of grant.


Stock option valuation model assumptions for grants within the year ended:	2021			2020
Weighted-average expected volatility	20.00		%	18.00		%
Weighted-average expected term (years)	6.7			6.7
Weighted-average risk-free interest rate	0.96		%	1.35		%
Dividend yield	3.90		%	3.40		%
Weighted-average fair value of options granted	$	6.39		$	7.34


Employee and director stock options	Shares (millions)	Weighted- average exercise price		Weighted- average remaining contractual term (yrs.)	Aggregate intrinsic value (millions)
Outstanding, beginning of year	15	$	64
Granted	—	—
Exercised	(4)	61
Forfeitures and expirations	(1)	63
Outstanding, end of year	10	$	65	5.3	$	26
Exercisable, end of year	8	$	67	4.7	$	16


(millions, except per share data)	2021		2020
Outstanding, beginning of year	14		14
Granted	3		3
Exercised	(1)		(2)
Forfeitures and expirations	(1)		(1)
Outstanding, end of year	15		14
Exercisable, end of year	10		10
Weighted-average exercise price:
Outstanding, beginning of year	$	65	$	65
Granted	58		65
Exercised	56		59
Forfeitures and expirations	66		68
Outstanding, end of year	$	64	$	65
Exercisable, end of year	$	66	$	66