The Company has one stockholder approved plan, the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”), under which the Company’s officers, senior management, other key employees, consultants and directors may be granted equity-based awards. The Company also grants equity awards under its 2019 Equity Inducement Award Program (the “2019 Inducement Program”) to induce selected individuals to become employees of the Company. The 2002 Plan and 2019 Inducement Program are collectively referred to as the “Stock Award Plans”. In conjunction with the Stock Award Plans, the Company maintains a long-term incentive program (the “LTI Program”) that provide for performance and market equity awards that can be earned over defined performance periods.

There were 990, 2,106 and 685 shares underlying restricted stock awards (“RSAs”) or restricted share units (“RSUs”) granted under the Stock Award Plans during fiscal years 2020, 2019 and 2018, respectively, of which 554, 1,610 and 307, respectively, were granted under the LTI Program and are subject to the achievement of minimum performance goals or market conditions, with the remaining being service-based awards. For performance awards and market awards, the foregoing share figures are stated at target levels, and the awards generally provide for vesting at 150% or 300% of the target level. There were no options granted under the Stock Award Plans during fiscal years 2020, 2019 and 2018. At June 30, 2020, there were 5,473 and 1,886 shares available for grant under the 2002 Plan and 2019 Inducement Program, respectively.

Apart from the Stock Award Plans, the Company granted an award of performance share units to the Company’s CEO in fiscal year 2019. The award has a target payout of 350 shares of common stock and a maximum payout of 1,050 shares of common stock. See “Restricted Stock – CEO Inducement Grant” below.

Awards of restricted stock are either RSAs or RSUs that are issued at no cost to the recipient. RSA holders have all rights of a stockholder at the grant date, subject to certain restrictions on transferability and a risk of forfeiture. Shares underlying RSUs are not issued until vesting. Both award types are subject to continued employment and vesting conditions in accordance with provisions set forth in the applicable award agreements. The Company also grants market-based RSUs that vest contingent on meeting specific Total Shareholder Return (“TSR”) targets over a specified time period, and performance-based RSUs that vest contingent on meeting specific financial results within a specified time period. Performance-based and market-based RSUs are issued in the form of performance share units (“PSUs”).


	2020	Weighted Average Grant Date Fair Value (per share)	2019	Weighted Average Grant Date Fair Value (per share)	2018	Weighted Average Grant Date Fair Value (per share)
Non-vested - beginning of period	2,729	$12.94	1,057	$22.29	992	$27.59
Granted	990	$17.36	2,457	$11.84	685	$26.13
Vested	(291)	$23.28	(411)	$27.36	(433)	$36.68
Forfeited	(1,379)	$8.80	(374)	$18.33	(187)	$31.15
Non-vested - end of period	2,049	$15.85	2,729	$12.94	1,057	$22.29

At June 30, 2020 and 2019, the table above includes a total of 918 and 1,964 shares, respectively, that represent the target number of shares that may be earned under non-vested performance equity awards that are eligible to vest at 300% of target

depending on the achievement of pre-defined performance criteria. Additionally, at June 30, 2020 and 2019, the table above includes a total of 29 and 42 shares, respectively, that represent the target number of shares that may be earned under non-vested performance equity awards that are eligible to vest at 150% of target depending on the achievement of pre-defined performance criteria.


	Fiscal Year Ended June 30,
	2020		2019		2018
Fair value of restricted stock granted	$	17,179	$	29,067	$	17,898
Fair value of restricted stock vested	$	6,775	$	11,232	$	15,736
Tax benefit recognized from restricted stock vesting	$	939	$	3,241	$	5,235

At June 30, 2020, $18,713 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards was expected to be recognized over a weighted-average period of approximately 2.1 years.

The participants of the LTI Program include certain of the Company’s executive officers and other key executives. The LTI Program is administered by the Compensation Committee which is responsible for, among other items, selecting the specific performance measures for awards, setting the target performance required to receive an award after the completion of the performance period, and determining the specific payout to the participants. Any stock-based awards issued under the LTI Program are generally issued pursuant to and are subject to the terms and conditions of the 2002 Plan and 2019 Inducement Program, as applicable. The CEO Inducement Grant (discussed below) was granted outside of the Stock Award Plans.

•2019-2021 LTIP - Vesting is pursuant to the achievement of pre-established three-year compound annual TSR targets over the period from November 6, 2018 to November 6, 2021. The TSR levels are aligned with the CEO Inducement Grant (discussed below), with total shares eligible to vest ranging from zero to 300% of the target award amount. Certain shares are subject to a holding period of one year after the vesting date, resulting in an illiquidity discount being applied to the grant date fair value for such shares. There were 554 and 912 PSUs granted during fiscal years 2020 and 2019, respectively, relating to the 2019-2021 LTIP plan. Grant date fair values ranged from $5.95 to $25.86 per unit for PSUs granted during fiscal 2020. Grant date fair values ranged from $5.26 to $10.65 per unit for PSUs granted during fiscal year 2019. No such awards were granted during fiscal 2018.

•2018-2020 LTIP - Vesting is pursuant to a defined calculation of relative TSR over the period from January 24, 2019 to June 30, 2020, with total shares eligible to vest ranging from zero to 150% of the grant. There were 45 PSUs granted during fiscal year 2019 with a grant date fair value of $18.32 per unit. No such awards were granted during fiscal 2020 or 2018. In the first quarter of fiscal 2021, the Compensation Committee determined that all outstanding awards under the 2018-2020 LTIP vested at 150% as a result of the maximum relative TSR target having been met.

•2016-2018 and 2017-2019 LTIP - Vesting was dependent upon achievement of specified net sales growth targets, and a defined calculation of relative TSR over the period from July 1, 2015 to June 30, 2018 and from July 1, 2017 to June 30, 2019, for the 2016-2018 LTIP and 2017-2019 LTIP, respectively. In the first quarter of fiscal 2019, the Compensation Committee determined that no awards would be paid or vested pursuant to the 2016-2018 LTIP or 2017-2019 LTIP as a result of the failure to meet the performance conditions. Accordingly, the awards were forfeited, and in the first quarter of fiscal 2019, the Company recorded a benefit of $6,482 associated with the reversal of previously accrued amounts under the net sales portion of the 2016-2018 LTIP, of which $5,065 was recorded in Former Chief Executive Officer Succession Plan expense, net on the Consolidated Statements of Operations. Additionally, the Company recorded benefits of $1,129 and $1,867 associated with the reversal of previously accrued amounts under the portions of the 2017-2019 LTIP that were dependent on the achievement of pre-determined performance measures of net sales and relative TSR.

On November 6, 2018, the Company’s CEO, Mark L. Schiller received a market-based PSU award with a target payout of 350 shares of common stock and a maximum payout of 1,050 shares of common stock. The award will vest pursuant to the achievement of pre-established three-year compound annual TSR levels over the period from November 6, 2018 to November 6, 2021. No PSUs will vest if the three-year compound annual TSR is below 15%. These PSUs are subject to a holding period of one year after the vesting date. As such, an illiquidity discount was applied to the grant date fair value. The total grant date fair value of the award was estimated to be $7,571, or $21.63 per target share. Total compensation cost related to this award recognized in the fiscal year ended June 30, 2020 and 2019 was $2,526 and $1,636, respectively. This PSU award was granted outside of the Stock Award Plans. Separately, the Company also issued 79 three-year service-based RSAs to Mr. Schiller in November 2018 under the 2002 Plan.


	Fiscal Year Ended June 30,
	2020		2019		2018
Selling, general and administrative expense	$	13,078	$	9,471	$	13,380
Former Chief Executive Officer Succession Plan expense, net	—		429		(2,203)
Discontinued operations	544		165		—
Total compensation cost recognized for stock-based compensation plans	$	13,622	$	10,065	$	11,177
Related income tax benefit	$	1,518	$	1,189	$	2,165

In the fiscal year ended June 30, 2018, the Company recorded a net benefit of $2,203 primarily in connection with the modification of Irwin D. Simon’s TSR performance based awards granted on September 26, 2017. Refer to Note 3, Former Chief Executive Officer Succession Plan, for further discussion.

The Company did not grant any stock options in fiscal years 2020, 2019 or 2018, and there were no stock options exercised during these periods. There were no stock options outstanding under the Stock Award Plans at June 30, 2020. There were 122 options outstanding at June 30, 2020, 2019 and 2018, relating to a grant under a prior Celestial Seasonings plan. Although no further awards can be granted under the prior Celestial Seasonings plan, the options outstanding continue in accordance with the terms of the plan and grant.