The 2011 Incentive Stock and Awards Plan (the “2011 Plan”) provides for the grant of stock options, performance share units (“PSUs”), stock appreciation rights (“SARs”) and restricted stock awards (which may be designated as “restricted stock units” or “RSUs”). As of June 29, 2024, the 2011 Plan had 2,080,196 shares available for future grants. The company uses treasury stock to deliver shares under the 2011 Plan.

Net stock-based compensation expense was $6.0 million and $15.8 million for the respective three and six month periods ended June 29, 2024, and $10.2 million and $20.4 million for the respective three and six month periods ended July 1, 2023. Cash received from stock purchase plans and stock option exercises totaled $23.4 million and $51.7 million during the respective three and six month periods ended June 29, 2024, and $51.8 million and $84.6 million for the respective three and six month periods ended July 1, 2023. The tax benefit realized from both the exercise and vesting of share-based payment arrangements was $1.4 million and $11.1 million for the respective three and six month periods ended June 29, 2024, and $5.4 million and $10.5 million for the respective three and six month periods ended July 1, 2023.

Stock options: Stock options are granted with an exercise price equal to the market value of a share of Snap-on’s common stock on the date of grant and have a contractual term of 10 years. Stock option grants vest ratably on the first, second and third anniversaries of the date of grant.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model. The company uses historical data regarding stock option exercise and forfeiture behaviors for different participating groups to estimate the period of time that stock options granted are expected to be outstanding. Expected volatility is based on the historical volatility of the company’s stock for the length of time corresponding to the expected term of the stock option. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the date of grant. The risk-free interest rate is based on the U.S. treasury yield curve on the grant date for the expected term of the stock option.

The following weighted-average assumptions were used in calculating the fair value of stock options granted during the three month period ended July 1, 2023, and the six month periods ended June 29, 2024, and July 1, 2023, using the Black-Scholes valuation model; no stock options were granted during the three month period ended June 29, 2024:


	Three Months Ended		Six Months Ended
	June 29, 2024	July 1, 2023	June 29, 2024	July 1, 2023
Expected term of stock option (in years)	N/A	3.80	4.90	4.89
Expected volatility factor	N/A	24.52%	23.63%	23.99%
Expected dividend yield	N/A	2.48%	2.76%	2.60%
Risk-free interest rate	N/A	3.63%	4.30%	3.99%


	Shares (in thousands)	Exercise Price Per Share*		Remaining Contractual Term* (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 30, 2023	1,916	$	177.79
Granted	233	269.01
Exercised	(206)	170.74
Forfeited or expired	(26)	243.37
Outstanding at June 29, 2024	1,917	188.75		5.5	$	141.0
Exercisable at June 29, 2024	1,464	169.08		4.4	135.1

The weighted-average grant date fair value of stock options granted during the six months ended June 29, 2024, and July 1, 2023, was $55.07 and $51.09, respectively. The intrinsic value of stock options exercised was $5.6 million and $22.7 million during the respective three and six month periods ended June 29, 2024, and $24.5 million and $47.1 million during the respective three and six month periods ended July 1, 2023. The fair value of stock options vested was $9.5 million and $9.1 million during the respective six month periods ended June 29, 2024, and July 1, 2023.

Performance share units: PSUs are earned and expensed using the fair value of the award over a contractual term of three years based on the company’s performance. Vesting of the PSUs is dependent upon performance relative to pre-defined goals for revenue growth and return on net assets for the applicable performance period. For performance achieved above specified levels, the recipient may earn additional shares of stock, not to exceed 100% of the number of performance awards initially granted. The PSUs have a three-year performance period based on the results of the consolidated financial metrics of the company.

The fair value of PSUs is calculated using the market value of a share of Snap-on’s common stock on the date of grant and assumed forfeitures based on recent historical experience; in recent years, forfeitures have not been significant. The weighted-average grant date fair value of PSUs granted during the six months ended June 29, 2024, and July 1, 2023, was $269.00 and $249.26, respectively. PSUs related to 137,096 shares and 60,402 shares were paid out during the six months ended June 29, 2024, and July 1, 2023, respectively. Earned PSUs vest and are generally paid out following the conclusion of the applicable performance period upon approval by the Organization and Executive Compensation Committee of the company’s Board of Directors (the “Board”).


	Shares (in thousands)	Fair Value Price per Share*
Non-vested PSUs at December 30, 2023	177	$	226.81
Granted	53	269.00
Performance assumption change **	(15)	211.67
Vested	—	—
Cancellations and other	(6)	251.12
Non-vested PSUs at June 29, 2024	209	237.92

The fair value of RSUs is calculated using the market value of a share of Snap-on’s common stock on the date of grant and assumed forfeitures based on recent historical experience; in recent years, forfeitures have not been significant. The weighted-average grant date fair value of RSUs granted during the six months ended June 29, 2024, and July 1, 2023, was $269.00 and $249.26, respectively.

Stock appreciation rights: The company also issues stock-settled and cash-settled SARs to certain key non-U.S. employees. SARs have a contractual term of 10 years and vest ratably on the first, second and third anniversaries of the date of grant. SARs are granted with an exercise price equal to the market value of a share of Snap-on’s common stock on the date of grant.

Stock-settled SARs are accounted for as equity instruments and provide for the issuance of Snap-on common stock equal to the amount by which the company’s stock has appreciated over the exercise price. Stock-settled SARs have an effect on dilutive shares and shares outstanding as any appreciation of Snap-on’s common stock value over the exercise price will be settled in shares of common stock. Cash-settled SARs provide for the cash payment of the excess of the fair market value of Snap-on’s common stock price on the date of exercise over the grant price. Cash-settled SARs have no effect on dilutive shares or shares outstanding as any appreciation of Snap-on’s common stock over the grant price is paid in cash and not in common stock.

The fair value of stock-settled SARs is estimated on the date of grant using the Black-Scholes valuation model. The fair value of cash-settled SARs is revalued (mark-to-market) each reporting period using the Black-Scholes valuation model based on Snap-on’s period-end stock price. The company uses historical data regarding SARs exercise and forfeiture behaviors for different participating groups to estimate the expected term of the SARs granted based on the period of time that similar instruments granted are expected to be outstanding. Expected volatility is based on the historical volatility of the company’s stock for the length of time corresponding to the expected term of the SARs. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of our common stock as of the date of grant (for stock-settled SARs) or reporting date (for cash-settled SARs). The risk-free interest rate is based on the U.S. treasury yield curve in effect as of the grant date (for stock-settled SARs) or reporting date (for cash-settled SARs) for the length of time corresponding to the expected term of the SARs.


	Stock-settled SARs (in thousands)	Exercise Price Per Share*		Remaining Contractual Term* (in years)	Aggregate Intrinsic Value (in millions)
Outstanding at December 30, 2023	321	$	189.93
Granted	63	269.00
Exercised	(11)	160.40
Forfeited or expired	(20)	186.61
Outstanding at June 29, 2024	353	205.08		6.7	$	20.4
Exercisable at June 29, 2024	228	178.99		5.5	18.8

The weighted-average grant date fair value of stock-settled SARs granted during the six months ended June 29, 2024, and July 1, 2023, was $52.12 and $48.85, respectively. The intrinsic value of stock-settled SARs exercised was $0.1 million and $1.4 million during the respective three and six month periods ended June 29, 2024, and $2.6 million and $4.8 million during the respective three and six periods ended July 1, 2023. The fair value of stock-settled SARs vested was $2.3 million and $1.9 million during the respective six month periods ended June 29, 2024, and July 1, 2023.

The intrinsic value of cash-settled SARs exercised was zero for both the three and six month periods ended June 29, 2024, and zero and $0.4 million for the respective three and six month periods ended July 1, 2023. The fair value of cash-settled SARs vested was $0.1 million for both the six month periods ended June 29, 2024, and July 1, 2023.

Restricted stock awards – non-employee directors: The company awarded 5,391 shares and 5,760 shares of restricted stock to non-employee directors for the respective six month periods ended June 29, 2024, and July 1, 2023. The fair value of the restricted stock awards is expensed over a one-year vesting period based on the fair value on the date of grant. All restrictions on the restricted stock awards generally lapse upon the earlier of the first anniversary of the grant date, the recipient’s death or disability or in the event of a change in control, as defined in the 2011 Plan. If termination of the recipient’s service occurs prior to the first anniversary of the grant date for any reason other than death or disability, the shares of restricted stock would be forfeited, unless otherwise determined by the Board.

Employee stock purchase plan: Substantially all Snap-on employees in the United States and Canada are eligible to participate in an employee stock purchase plan. The purchase price of the company’s common stock to participants is the lesser of the mean of the high and low prices of the stock on the beginning date (May 15) or ending date (the following May 14) of each plan year. The company records compensation expense when Snap-on’s period-end stock price is greater than the plan purchase price. There were 21,798 shares and 27,225 shares issued under this plan for the respective six month periods ended June 29, 2024, and July 1, 2023. As of June 29, 2024, 529,800 shares were reserved for issuance under this plan and Snap-on held participant contributions of approximately $0.4 million. Participants are able to withdraw from the plan at any time prior to the ending date and receive back all contributions made during the plan year. The company recognized a $0.2 million compensation benefit and $0.1 million of compensation expense for plan participants during the respective three and six month periods ended June 29, 2024, and $0.5 million and $1.0 million of compensation expense during the respective three and six month periods ended July 1, 2023.

Franchisee stock purchase plan: All franchisees in the United States and Canada are eligible to participate in a franchisee stock purchase plan. The purchase price of the company’s common stock to participants is the lesser of the mean of the high and low prices of the stock on the beginning date (May 15) or ending date (the following May 14) of each plan year. The company records mark-to-market expense when Snap-on’s period-end stock price is greater than the plan purchase price. There were 42,687 shares and 46,510 shares issued under this plan for the respective six month periods ended June 29, 2024, and July 1, 2023. As of June 29, 2024, 136,049 shares were reserved for issuance under this plan and Snap-on held participant contributions of approximately $1.2 million. Participants are able to withdraw from the plan at any time prior to the ending date and generally receive back all contributions made during the plan year. The company recognized a mark-to-market benefit of $0.6 million and $0.1 million of mark-to-market expense during the respective three and six month periods ended June 29, 2024, and $0.7 million and $1.6 million of mark-to-market expense during the respective three and six month periods ended July 1, 2023.