EMPLOYEE STOCK BENEFIT PLANS

2002 Stock Plan

Trimble’s 2002 Stock Plan provides for the granting of incentive and non-statutory stock options and RSUs for up to 74.6 million shares plus any shares currently reserved but unissued to employees and directors of Trimble. Grants of RSUs reduce the plan reserves by a 1.69 multiplier. As of the end of fiscal 2018, the number of shares available for grant under the 2002 stock plan was 12.7 million.

Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation expense recognized in the Company’s Consolidated Statements of Income for the periods indicated:



Fiscal Years	2018		2017		2016
(In millions)
Restricted stock units	$	68.9	$	53.3	$	35.9
Stock options	1.5		5.7		10.9
ESPP	6.5		5.8		5.8
Total stock-based compensation expense	$	76.9	$	64.8	$	52.6

At the end of fiscal 2018, total unamortized stock-based compensation expense was $129.1 million, with a weighted-average recognition period of 2.8 years.

Restricted Stock Units

Time-based RSUs generally vest over four years based on continued employment. Market-based RSUs and PRSUs, which are granted to executive officers and other senior employees, generally vest after two to three years.

PRSUs vest upon the achievement of specified performance goals, as well as continued employment, and the expense recognized is based upon the expected achievement of such goals.

Market-based RSUs vest based on the achievement of the Company’s relative total stockholder return ("TSR") of its common stock as compared to the TSR of the constituents of the S&P 500 at the start of the performance period.

The following table summarizes the Company’s RSU activity during fiscal 2018:



	Restricted Stock Units Outstanding
	Restricted Stock Units		Weighted Average Grant-Date Fair Value
(In millions, except for per share data)
Outstanding at the beginning of year	5.1		$	31.71
Granted (1)	2.7		$	37.43
Shares vested, net	(2.5	)	$	29.39
Cancelled and Forfeited	(0.4	)	$	34.89
Outstanding at the end of year	4.9		$	35.94

(1) During fiscal year 2018, the Company granted approximately 2.0 million time-based RSUs, 0.2 million PRSUs and 0.5 million market-based RSUs. As of fiscal year end 2018, the Company has 1.5 million market-based RSUs and PRSUs outstanding. 0.7 million were vested as of fiscal 2018 year end.

The weighted-average grant date fair value of RSUs granted during fiscal years 2018, 2017, and 2016 was $37.43, $40.19, and $26.13 per share, respectively. The fair value of all RSUs vested during fiscal years 2018, 2017, and 2016 was $73.9 million, $40.4 million, and $33.6 million, respectively.

Stock options

Employee stock options generally vest over four years with annual or monthly vesting and expire seven years from the date of grant. The following table summarizes information about stock options outstanding as of fiscal 2018 year end:



	Number Of Shares (in millions)		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at the beginning of year	4.4		$	26.12
Options granted	0.1		34.94
Options exercised	(2.1	)	23.91
Outstanding at the end of year	2.4		28.26		1.94	$	10.3
Options exercisable	2.3		$	28.14	1.78	$	10.0

The total intrinsic value of options exercised during fiscal 2018, 2017, and 2016 was $30.0 million, $41.1 million, and $36.0 million, respectively.

Fair Value of Stock Options

The weighted-average grant date fair value per share of stock options granted during fiscal years 2018 and 2016 was $10.62, and $6.03, respectively. The fair value of all stock options vested during fiscal years 2018, 2017, and 2016 was $1.9 million, $6.5 million, and $14.6 million, respectively.

Employee Stock Purchase Plan

The Company has an ESPP under which the stockholders have approved an aggregate of 39.0 million shares of Common Stock for issuance to eligible employees. The plan permits eligible employees to purchase Common Stock through payroll deductions at 85% of the lower of the fair market value of the Common Stock at the beginning or at the end of each offering period, which is generally six months. Rights to purchase shares are granted during the first and third quarter of each fiscal year. The ESPP terminates on March 15, 2027. In fiscal 2018, 2017, and 2016, 0.8 million, 0.8 million, and 1.1 million shares were issued, respectively, representing $24.0 million, $20.4 million, and $19.1 million in cash received for the issuance of stock under the Purchase Plan. At the end of fiscal 2018, the number of shares reserved for future purchases was 8.2 million.