Stock-based Compensation

Long-term Stock Incentive Plans

The Company's stock-based compensation awards are currently issued under the 2010 Incentive Plan, which was approved by its stockholders on August 5, 2010. However, any prior awards granted under the 1997 Incentive Plan remain subject to the terms of that plan. Any awards that expire, are forfeited, or are surrendered to the Company in satisfaction of taxes are available for issuance under the 2010 Incentive Plan. On September 1, 2016, the Company registered with the Securities and Exchange Commission an additional 0.9 million shares of its Class A common stock for issuance pursuant to the 2010 Incentive Plan. As of March 31, 2018, 3.1 million shares remained available for future issuance under the Company's incentive plans.

Stock-based compensation awards that may be made under the 2010 Incentive Plan include, but are not limited to, (i) stock options, (ii) restricted stock, and (iii) RSUs. Beginning in Fiscal 2016, annual grants consisted entirely of RSUs, as the Company elected to issue service-based RSUs in lieu of stock options. Additionally, new vesting provisions for certain awards granted to retirement-eligible employees were introduced. Specifically, beginning in Fiscal 2016, for certain service-based and performance-based RSUs granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, vesting continues post-retirement for all or a portion of the remaining unvested RSUs.

Impact on Results

A summary of stock-based compensation expense and the related income tax benefits recognized is as follows:



	Fiscal Years Ended
	March 31, 2018			April 1, 2017			April 2, 2016
	(millions)
Compensation expense^(a)	$	74.5		$	63.6		$	97.0
Income tax benefit	(25.3		)	(22.6		)	(36.8		)


^(a)	Fiscal 2018, Fiscal 2017, and Fiscal 2016 includes $2.8 million, $4.3 million, and $8.9 million, respectively, of accelerated stock-based compensation expense recorded within restructuring and other charges in the consolidated statements of operations (see Note 9). All other stock-based compensation expense was recorded within SG&A expenses.

The Company issues its annual grants of stock-based compensation awards in the first half of each fiscal year. Due to the timing of the annual grants and other factors, including the timing and magnitude of forfeiture and performance goal achievement adjustments, as well as changes to the size and composition of the eligible employee population, stock-based compensation expense recognized during any given fiscal period is not indicative of the level of compensation expense expected to be incurred in future periods.

Stock Options

Stock options are granted to employees and non-employee directors with exercise prices equal to the fair market value of the Company's Class A common stock on the date of grant. Generally, options become exercisable ratably (graded-vesting schedule) over a three-year vesting period, subject to the employee's continuing employment. Stock options generally expire seven years from the date of grant. No stock options were granted during any of the fiscal years presented.

A summary of stock option activity during Fiscal 2018 is as follows:



	Number of Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value^(a)
	(thousands)				(years)	(millions)
Options outstanding at April 1, 2017	1,720		$	146.35	2.6	$	1.0
Granted	—		N/A
Exercised	—		N/A
Cancelled/Forfeited	(569	)	122.91
Options outstanding at March 31, 2018	1,151		$	157.86	2.1	$	—

Options vested at March 31, 2018^(b)	1,151		$	157.86	2.1	$	—
Options exercisable at March 31, 2018	1,151		$	157.86	2.1	$	—


^(a)	Aggregate intrinsic value is the amount by which the market price of the Company's Class A common stock at the end of the period exceeds the exercise price of the stock option, multiplied by the number of options.


^(b)	There were no nonvested stock options as of March 31, 2018. Accordingly, there was no related unrecognized compensation expense as of March 31, 2018.

Additional information pertaining to the Company's stock option plans is as follows:



	Fiscal Years Ended
	March 31, 2018		April 1, 2017		April 2, 2016
	(millions)
Aggregate intrinsic value of stock options exercised^(a)	$	—	$	3.0	$	43.8
Cash received from the exercise of stock options	0.1		5.0		33.2
Tax benefits realized on exercise of stock options	—		1.0		16.8


^(a)	Aggregate intrinsic value is the amount by which the market price of the Company's Class A common stock exceeded the stock option's exercise price when exercised, multiplied by the number of options.

Restricted Stock Awards and Service-based RSUs

Restricted shares granted to non-employee directors vest ratably over a three-year period, subject to the director's continued service to the Company. The fair values of restricted stock awards are based on the fair value of the Company's Class A common stock on the date of grant. Holders of restricted shares are entitled to receive cash dividends in connection with the payments of dividends on the Company's Class A common stock.

Service-based RSUs granted to certain of the Company's senior executives and other employees generally vest over a three-year period, subject to the employee's continuing employment (except for awards granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed). The fair values of service-based RSUs are based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards not entitled to accrue dividend equivalents while outstanding.

A summary of restricted stock and service-based RSU activity during Fiscal 2018 is as follows:



	Restricted Stock			Service- based RSUs
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares		Weighted-Average Grant Date Fair Value
	(thousands)			(thousands)
Nonvested at April 1, 2017	19	$	92.11	922		$	94.31
Granted	—	N/A		701		73.59
Vested	—	N/A		(366	)	98.65
Forfeited	—	N/A		(185	)	83.64
Nonvested at March 31, 2018	19	$	92.11	1,072		$	81.27



	Restricted Stock		Service- based RSUs
Total unrecognized compensation expense at March 31, 2018 (millions)	$	0.4	$	26.8
Weighted-average period expected to be recognized over (years)	1.5		1.6

Additional information pertaining to restricted stock and service-based RSU activity is as follows:



	Fiscal Years Ended
	March 31, 2018		April 1, 2017		April 2, 2016
Restricted Stock:
Weighted-average grant date fair value of awards granted	N/A		$	81.78	$	111.94
Total fair value of awards vested (millions)	N/A		$	0.5	$	0.7
Service-based RSUs:
Weighted-average grant date fair value of awards granted	$	73.59	$	82.89	$	125.19
Total fair value of awards vested (millions)	$	30.0	$	13.8	$	2.1

Performance-based RSUs

The Company grants performance-based RSUs to its senior executives and other key executives. Performance-based RSUs generally vest (i) upon the completion of a three-year period of time (cliff vesting), subject to the employee's continuing employment (except for awards granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed) and the Company's achievement of certain performance goals established at the beginning of the three-year performance period or (ii) ratably, over a three-year period of time (graded vesting), subject to the employee's continuing employment during the applicable vesting period (except for awards granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed) and the achievement by the Company of certain performance goals in the initial year of the three-year vesting period. For performance-based RSUs subject to cliff vesting, the number of shares that may be earned ranges between 0% (if the specified threshold performance level is not attained) and 150% (if performance meets or exceeds the maximum achievement level) of the awards originally granted. If actual performance exceeds the pre-established threshold, the number of shares earned is calculated based on the relative performance between specified levels of achievement.

Cliff vesting performance-based RSU awards granted by the Company, in addition to being subject to continuing employment requirements and the Company's performance goals noted above, may also be subject to a market condition in the form of a total shareholder return ("TSR") modifier. The actual number of shares that vest at the end of the respective three-year period is determined based on the Company's achievement of the three-year performance goals described above, as well as its TSR relative to the S&P 500 over the related three-year performance period. At the end of the three-year performance period, if the performance condition is achieved at or above the pre-established threshold, the number of shares earned is further adjusted by a TSR modifier payout percentage, which ranges between 75% and 125%, based on the Company's TSR performance relative to that of the S&P 500 index over the respective three-year period. Depending on the total level of achievement, the actual number of shares that vest for performance-based RSU awards with a TSR modifier may range from 0% to 187.5% of the awards originally granted.

The fair value of the Company's performance-based RSUs that are not subject to a TSR modifier is based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for those securities that are not entitled to dividend equivalents. The fair value of the Company's performance-based RSUs with a TSR modifier is determined on the date of grant using a Monte Carlo simulation valuation model. This pricing model uses multiple simulations to evaluate the probability of the Company achieving various stock price levels to determine its expected TSR performance ranking. No such performance-based RSUs with a TSR modifier were granted during any of the fiscal years presented.

A summary of performance-based RSUs without TSR Modifier and performance-based RSUs with TSR Modifier activity during Fiscal 2018 is as follows:



	Performance-based RSUs — without TSR Modifier				Performance-based RSUs — with TSR Modifier
	Number of Shares		Weighted-Average Grant Date Fair Value		Number of Shares		Weighted-Average Grant Date Fair Value
	(thousands)				(thousands)
Nonvested at April 1, 2017	788		$	109.87	61		$	170.03
Granted	585		69.40		—		N/A
Change due to performance/market condition achievement	(12	)	158.76		(21	)	170.03
Vested	(149	)	142.08		(40	)	170.03
Forfeited	(55	)	90.90		—		N/A
Nonvested at March 31, 2018	1,157		$	85.73	—		N/A



	Performance-based RSUs — without TSR Modifier		Performance-based RSUs — with TSR Modifier
Total unrecognized compensation expense at March 31, 2018 (millions)	$	39.6	$	—
Weighted-average period expected to be recognized over (years)	1.8		N/A

Additional information pertaining to performance-based RSUs without TSR Modifier and performance-based RSUs with TSR Modifier activity is as follows:



	Fiscal Years Ended
	March 31, 2018		April 1, 2017		April 2, 2016
Performance-based RSUs — without TSR Modifier:
Weighted-average grant date fair value of awards granted	$	69.40	$	86.11	$	126.48
Total fair value of awards vested (millions)	$	10.3	$	19.7	$	38.3
Performance-based RSUs — with TSR Modifier:
Weighted-average grant date fair value of awards granted	N/A		N/A		N/A
Total fair value of awards vested (millions)	$	2.6	$	4.7	$	6.6