STOCK-BASED COMPENSATION

At March 30, 2019, the Company had one stock incentive plan, the Company's 1996 Stock Incentive Plan (the “1996 Plan”) and one employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “2008 ESPP”). The 1996 Plan was adopted by the Board of Directors to provide the grant of incentive stock options, non-statutory stock options, restricted stock units (“RSUs”), and market stock units (“MSUs”) to employees, directors, and consultants.

Pursuant to the 1996 Plan, the exercise price for incentive stock options and non-statutory stock options is determined to be the fair market value of the underlying shares on the date of grant. Options typically vest ratably over a four-year period measured from the date of grant. Options generally expire no later than seven years after the date of grant, subject to earlier termination upon an optionee's cessation of employment or service.

RSUs granted to employees typically vest ratably over a four-year period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. RSUs granted after August 2017 will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements.

MSUs granted to employees typically vest over a four-year cliff period and are converted into shares of the Company's common stock upon vesting, subject to the employee's continued service to the Company over that period. The number of shares that are released at the end of the performance period can range from zero to a maximum cap depending on the Company's performance. MSUs granted after August 2017 will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements.

The following tables show total stock-based compensation expense by type of award, and the resulting tax effect, included in the Condensed Consolidated Statements of Income for the three and nine months ended March 30, 2019 and March 31, 2018, respectively:



	Three Months Ended
	March 30, 2019								March 31, 2018
	Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total		Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total
	(in thousands)
Cost of goods sold	$	8	$	1,951	$	654	$	2,613	$	35	$	2,003	$	537	$	2,575
Research and development	5		9,399		1,658		11,062		13		8,725		1,339		10,077
Selling, general and administrative	64		8,184		897		9,145		51		7,218		684		7,953
Pre-tax stock-based compensation expense	$	77	$	19,534	$	3,209	$	22,820	$	99	$	17,946	$	2,560	$	20,605
Less: income tax effect							1,946								2,053
Net stock-based compensation expense							$	20,874							$	18,552



	Nine Months Ended
	March 30, 2019								March 31, 2018
	Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total		Stock Options		Restricted Stock Units		Employee Stock Purchase Plan		Total
	(in thousands)
Cost of goods sold	$	28	$	5,597	$	1,656	$	7,281	$	196	$	5,783	$	1,482	$	7,461
Research and development	27		26,783		3,948		30,758		507		24,212		3,342		28,061
Selling, general and administrative	178		24,600		2,156		26,934		636		21,004		1,770		23,410
Pre-tax stock-based compensation expense	$	233	$	56,980	$	7,760	$	64,973	$	1,339	$	50,999	$	6,594	$	58,932
Less: income tax effect							6,214								6,830
Net stock-based compensation expense							$	58,759							$	52,102

The expenses included in the Condensed Consolidated Statements of Income for RSUs include expenses related to MSUs of $3.0 million and $2.2 million for the three months ended March 30, 2019 and March 31, 2018, respectively, and $8.3 million and $5.8 million for the nine months ended March 30, 2019 and March 31, 2018, respectively.

Stock Options

The fair value of options granted to employees under the 1996 Plan is estimated on the date of grant using the Black-Scholes option valuation model.

There were no stock options granted in the three and nine months ended March 30, 2019 and March 31, 2018.

The following table summarizes outstanding, exercisable and vested and expected to vest stock options as of March 30, 2019 and related activity for the nine months ended March 30, 2019:



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 30, 2018	1,688,253		$	27.72
Options Granted	—		—
Options Exercised	(699,416	)	27.13
Options Cancelled	(3,439	)	28.08
Balance at March 30, 2019	985,398		$	28.14	1.3	$	25,692,173
Exercisable, March 30, 2019	985,398		$	28.14	1.3	$	25,692,173
Vested and expected to vest, March 30, 2019	985,398		$	28.14	1.3	$	25,692,173



(1)	Aggregate intrinsic value represents the difference between the exercise price and the closing price per share of the Company’s common stock on March 29, 2019, the last business day preceding the fiscal quarter-end, multiplied by the number of options outstanding, exercisable or vested and expected to vest as of March 30, 2019.

As of March 30, 2019, there was no unrecognized stock compensation from unvested stock options.

Restricted Stock Units and Other Awards

The fair value of RSUs and other awards under the Company’s 1996 Plan is estimated using the value of the Company’s common stock on the date of grant, reduced by the present value of dividends expected to be paid on the Company’s common stock prior to vesting. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis.

The weighted-average fair value of RSUs and other awards granted was $51.01 and $54.81 per share for the three months ended March 30, 2019 and March 31, 2018, respectively, and $54.04 and $44.49 per share for the nine months ended March 30, 2019 and March 31, 2018, respectively.

The following table summarizes the outstanding and expected to vest RSUs and other awards as of March 30, 2019 and related activity during the nine months ended March 30, 2019:



	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 30, 2018	5,524,432
Restricted stock units and other awards granted	1,614,379
Restricted stock units and other awards released	(1,377,399	)
Restricted stock units and other awards cancelled	(458,762	)
Balance at March 30, 2019	5,302,650		2.7	$	287,456,657
Outstanding and expected to vest, March 30, 2019	4,439,502		2.7	$	240,665,404



(1)	Aggregate intrinsic value for RSUs and other awards represents the closing price per share of the Company’s common stock on March 29, 2019, the last business day preceding the fiscal quarter-end, multiplied by the number of RSUs outstanding or expected to vest as of March 30, 2019.

The Company withheld shares totaling $23.0 million in value as a result of employee withholding taxes based on the value of RSUs on vesting date for the nine months ended March 30, 2019. Total payments for employees’ tax obligations to taxing authorities are reflected as financing activities within the Condensed Consolidated Statements of Cash Flows.

As of March 30, 2019, there was $162.6 million of unrecognized compensation expense related to 5.3 million unvested RSUs and other awards, which is expected to be recognized over a weighted average period of approximately 2.7 years.

Market Stock Units (MSUs)

The Company grants MSUs to senior members of management in lieu of granting stock options. For MSUs granted prior to September 2017, the performance metrics of this program are based on relative performance of the Company’s stock price as compared to the Semiconductor Exchange Traded Fund index SPDR S&P (the “XSD”). For MSUs granted in September 2017 and after, the performance metrics for this program are based on the total shareholder return ("TSR") of the Company relative to the TSR of the other companies included in the XSD. The fair value of MSUs is estimated using a Monte Carlo simulation model on the date of grant. The Company also estimates forfeitures at the time of grant and makes revisions to forfeitures on a quarterly basis. Compensation expense is recognized based on the initial valuation and is not subsequently adjusted as a result of the Company’s performance relative to that of the XSD or the TSR of the companies included in the XSD, as applicable. Vesting for MSUs is contingent upon both service and market conditions and has a four-year vesting cliff period. MSUs granted after August 2017 vest based upon annual performance and are subject to continued service through the end of the four-year period, but will continue to vest post-employment at the Company for certain individuals satisfying specific eligibility requirements.

The weighted-average fair value of MSUs granted was $75.48 and $51.03 per share for the nine months ended March 30, 2019 and March 31, 2018, respectively.

The following table summarizes the number of MSUs outstanding and expected to vest as of March 30, 2019 and their activity during the nine months ended March 30, 2019:



	Number of Shares		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value⁽¹⁾
Balance at June 30, 2018	1,079,064
Market stock units granted	247,804
Market stock units released	(13,594	)
Market stock units cancelled	(264,742	)
Balance at March 30, 2019	1,048,532		2.7	$	56,840,920
Outstanding and expected to vest, March 30, 2019	976,524		2.7	$	52,937,345



(1)	Aggregate intrinsic value for MSUs represents the closing price per share of the Company’s common stock on March 29, 2019, the last business day preceding the fiscal quarter-end, multiplied by the number of MSUs outstanding or expected to vest as of March 30, 2019.

As of March 30, 2019, there was $31.3 million of unrecognized compensation expense related to 1.0 million unvested MSUs, which is expected to be recognized over a weighted average period of approximately 2.7 years.

Employee Stock Purchase Plan

Employees are granted rights to acquire common stock under the 2008 ESPP.

The fair value of 2008 ESPP rights granted to employees has been estimated at the date of grant using the Black-Scholes option valuation model using the following assumptions for the offering periods outstanding:



	Three Months Ended		Nine Months Ended
	March 30, 2019	March 31, 2018	March 30, 2019	March 31, 2018
Expected holding period (in years)	0.5 years	0.5 years	0.5 years	0.5 years
Risk-free interest rate	2.4% - 2.6%	1.1% - 1.5%	1.6% - 2.6%	0.8% - 1.5%
Expected stock price volatility	27.5 % - 28.9%	20.5% - 20.7%	19.6% - 32.7 %	19.1% - 24.7%
Dividend yield	2.8% - 3.1%	3.0% - 3.1%	2.8% - 3.1%	3.0% - 3.4%

As of March 30, 2019, there was $5.3 million of unrecognized compensation expense related to the 2008 ESPP.