11. Stockholders' Equity and Stock Compensation Plans

At October 2, 2016, we had the following stock-based compensation plans:


	•	Employee Stock Purchase Plan ("ESPP"). Purchase rights to purchase common stock are granted to our eligible full and part-time employees, and shares of common stock are issued upon exercise of the purchase rights. An aggregate of 2,373,290 shares may be issued pursuant to such exercise. The maximum amount that an employee can contribute during a purchase right period is $5,000. The exercise price of a purchase right is the lesser of 100% of the fair market value of a share of common stock on the first day of the purchase right period or 85% of the fair market value on the last day of the purchase right period (December 15, or the business day preceding December 15 if December 15 is not a business day).
	•	2005 Equity Incentive Plan ("2005 EIP"). Key employees and non-employee directors may be granted equity awards, including stock options and restricted stock and restricted stock units ("RSUs"). Options granted before March 6, 2006 vest at 25% on the first anniversary of the grant date, and the balance vests monthly thereafter, such that these options become fully vested no later than four years from the date of grant. These options expire no later than ten years from the date of grant. Options granted on and after March 6, 2006 vest at 25% on each anniversary of the grant date. These options expire no later than eight years from the grant date. RSUs granted to date vest at 25% on each anniversary of the grant date. Our Compensation Committee has also awarded restricted stock to executive officers and non-employee directors under the 2005 EIP. Restricted stock grants generally vest over a minimum three-year period, and may be performance-based, determined by EPS growth, or service-based. No further awards will be made under the 2005 EIP.
	•	2015 Equity Incentive Plan ("2015 EIP"). Key employees and non-employee directors may be granted equity awards, including stock options, performance share units ("PSUs") and RSUs. Shares issued with respect to awards granted under the 2015 EIP other than stock options or stock appreciation rights, which are referred to as "full value awards", are counted against the 2015 EIP's aggregate share limit as three shares for every share or unit actually issued. At October 2, 2016, there were 3.7 million shares available for future awards pursuant to the 2015 EIP.

The stock-based compensation and related income tax benefits were as follows:

	Fiscal Year Ended
	October 2, 2016			September 27, 2015			September 28, 2014
	(in thousands)
Total stock-based compensation	$	12,964		$	10,926		$	10,374
Income tax benefit related to stock-based compensation		(4,656	)		(3,811	)		(3,696	)

Stock-based compensation, net of tax benefit	$	8,308		$	7,115		$	6,678

Stock Options

Stock option activity for the fiscal year ended October 2, 2016 was as follows:

	Number of Options (in thousands)			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)

Outstanding on September 27, 2015		2,985		$	23.71
Granted		242			27.16
Exercised		(839	)		30.04
Forfeited		(21	)		23.59

Outstanding at October 2, 2016		2,367		$	24.88		4.04	$	25,068


Vested or expected to vest at October 2, 2016		2,320		$	24.88		3.99	$	24,579


Exercisable on October 2, 2016		1,776		$	24.10		3.04	$	20,197

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between our closing stock price on the last trading day of fiscal 2016 and the exercise price, times the number of shares) that would have been received by the in-the-money option holders if they had exercised their options on October 2, 2016. This amount will change based on the fair market value of our stock. At October 2, 2016, we expect to recognize $3.5 million of unrecognized compensation cost related to stock option grants over a weighted-average period of 4 years.

The weighted-average fair value of stock options granted during fiscal 2016, 2015 and 2014 was $8.05, $8.20 and $9.36, respectively. The aggregate intrinsic value of options exercised during fiscal 2016, 2015 and 2014 was $7.3 million, $2.3 million and $9.3 million, respectively.

The fair value of our stock options was estimated on the date of grant using the Black-Scholes option pricing model. The following assumptions were used in the calculation:

	Fiscal Year Ended
	October 2, 2016	September 27, 2015	September 28, 2014
Dividend yield	1.2%	1.0%	–
Expected stock price volatility	36.1% – 38.8%	36.2% – 38.8%	36.1% – 38.8%
Risk-free rate of return, annual	1.6% – 1.8%	1.5% – 1.7%	1.3% – 1.5%

For purposes of the Black-Scholes model, forfeitures were estimated based on historical experience. For the fiscal 2016, 2015 and 2014 year-ends, we based our expected stock price volatility on historical volatility behavior and current implied volatility behavior. Our risk-free rate of return was based on constant maturity rates provided by the U.S. Treasury. The expected life was based on historical experience.

Net cash proceeds from the exercise of stock options were $18.0 million, $10.8 million and $23.8 million for fiscal 2016, 2015 and 2014, respectively. Our policy is to issue shares from our authorized shares upon the exercise of stock options. The actual income tax benefit realized from exercises of nonqualified stock options and disqualifying dispositions of qualified options for fiscal 2016, 2015 and 2014 was $5.3 million, $3.0 million and $4.6 million, respectively.

Restricted Stock, PSUs and RSUs

The fair value of the total compensation cost of each restricted stock award was determined at the date of grant using the market price of the underlying common stock as of the date of grant. For performance-based awards, our expected performance is reviewed to estimate the percentage of shares that will vest. The total compensation cost of the awards is then amortized over their applicable vesting period on a straight-line basis.

Restricted stock activity for the fiscal year ended October 2, 2016 was as follows:

	Number of Shares (in thousands)			Weighted- Average Grant Date Fair Value

Nonvested balance at September 27, 2015		104		$	27.15
Granted		14			28.58
Vested		(49	)		28.58
Forfeited		(34	)		24.26

Nonvested balance at October 2, 2016		35		$	28.58


Vested or expected to vest at October 2, 2016		35		$	28.58

In fiscal 2016, 2015 and 2014, we awarded 0 shares, 0 shares and 117,067 shares, respectively, of restricted stock to certain of our executive officers and non-employee directors. Vesting is performance-based, such that the percentage of awarded shares that ultimately vests, from 0% to 140%, is dependent on fiscal year EPS growth rates for the three fiscal years that end after the award date. In fiscal 2016 and 2015, an additional 13,932 shares and 15,605 shares, respectively, were awarded for performance-based adjustments in excess of 100% vesting. Restricted stock forfeitures resulted from performance-based vesting of less than 100%. Forfeited shares return to the pool of authorized shares available for award.

PSU activity for the fiscal year ended October 2, 2016 was as follows:

	Number of Shares (in thousands)		Weighted- Average Grant Date Fair Value

Nonvested balance at September 27, 2015		139	$	31.66
Granted		138		31.63

Nonvested balance at October 2, 2016		277	$	31.65

In fiscal 2016, we awarded 137,777 PSUs to our executive officers and non-employee directors at the weighted-average fair value of $31.63 per share on the award date. All of the PSUs are performance-based and vest, if at all, after the conclusion of the three-year performance period. The number of PSUs that ultimately vest is based 50% on the growth in our EPS and 50% on our relative total shareholder return over the vesting period.

RSU activity for the fiscal year ended October 2, 2016 was as follows:

	Number of Shares (in thousands)			Weighted- Average Grant Date Fair Value

Nonvested balance at September 27, 2015		483		$	26.75
Granted		217			27.14
Vested		(180	)		26.03
Forfeited		(21	)		27.11

Nonvested balance at October 2, 2016		499		$	27.16

In fiscal 2016, we also awarded 216,539 RSUs to our employees at a weighted average fair value of $27.14 per share on the award date. All of the RSUs have time-based vesting over a four-year period, except that RSUs awarded to directors vest after one year. At October 2, 2016, there were 499,021 RSUs outstanding. RSU forfeitures result from employment terminations prior to vesting. Forfeited shares return to the pool of authorized shares available for award.

In fiscal 2015, we awarded 234,685 RSUs to our employees at the weighted average fair value of $27.21 per share on the award date. All of the RSUs have time-based vesting over a four-year period, except that RSUs awarded to directors vest after one year. At September 27, 2015, there were 483,111 RSUs outstanding. RSU forfeitures result from employment terminations prior to vesting. Forfeited shares return to the pool of authorized shares available for award.

The stock-based compensation expense related to restricted stock, PSUs and RSUs for fiscal years 2016, 2015 and 2014 was $10.3 million, $7.5 million and $4.6 million, respectively, and was included in the total stock-based compensation expense. At October 2, 2016, there was $13.5 million of unrecognized compensation costs related to restricted stock, PSUs and RSUs that will be substantially recognized by the end of fiscal 2019.

ESPP

The following table summarizes shares purchased, weighted-average purchase price, cash received and the aggregate intrinsic value for shares purchased under the ESPP:

	Fiscal Year Ended
	October 2, 2016		September 27, 2015		September 28, 2014
	(in thousands, except for purchase price)
Shares purchased		209		243		245
Weighted-average purchase price	$	22.54	$	21.44	$	22.99
Cash received from exercise of purchase rights	$	4,707	$	5,204	$	5,604
Aggregate intrinsic value	$	710	$	1,277	$	1,221

The grant date fair value of each award granted under the ESPP was estimated using the Black-Scholes option pricing model with the following assumptions:

	Fiscal Year Ended
	October 2, 2016			September 27, 2015			September 28, 2014
Dividend yield		1.3	%		1.1	%		–
Expected stock price volatility		23.7	%		23.7	%		29.2	%
Risk-free rate of return, annual		0.2	%		0.2	%		0.1	%
Expected life (in years)		1			1			1

For fiscal 2016, 2015 and 2014, we based our expected stock price volatility on historical volatility behavior and current implied volatility behavior. The risk-free rate of return was based on constant maturity rates provided by the U.S. Treasury. The expected life was based on the ESPP terms and conditions.

Included in stock-based compensation expense for fiscal 2016, 2015 and 2014 was $0.4 million, $0.6 million and $0.7 million, respectively, related to the ESPP. The unrecognized stock-based compensation costs for awards granted under the ESPP at October 2, 2016 and September 27, 2015 were $0.1 million. At October 2, 2016, ESPP participants had accumulated $2.8 million to purchase our common stock.