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Stock-Based Compensation | 12 Months Ended
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Dec. 28, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stock-Based Compensation |
(1 4) | Stock-Based Compensation
Incentive Compensation Plan The Company maintains a 2014 Incentive Compensation Plan (the Plan), which, with subsequent amendments, allows for issuance to 15,788 through its expiration date of February 2024. The Plan provides for the grant of incentive stock options and nonqualified stock options to the Company’s key employees, non-employee directors and consultants. Other types of awards such as performance-based restricted stock units (PRUs), restricted stock units (RSUs), and stock appreciation rights are also permitted. The exercise price for options and awards is determined by the compensation committee of the board of directors and, for options intended to qualify as incentive stock options, may not be less than the fair market value as determined by the closing stock price at the date of the grant. Each option and award shall vest and expire as determined by the compensation committee of the board of directors, with options, PRUs and RSUs generally vesting over three years for employees and one year for non-employee directors. Options, PRUs and RSUs do not have voting rights. Options expire no later than ten years from the grant date. All grants provide for accelerated vesting if there is a change in control, as defined in the Plan. Upon the exercise of outstanding stock options or vesting of RSUs and PRUs, the Company’s practice is to issue new registered shares that are reserved for issuance under the Plan. As of December 28, 2020, 426 PRUs, 3,121 RSUs and 60 stock options were outstanding under the Plan. Included in the 3,121 RSUs outstanding as of December 28, 2020 are 556 vested but not yet released RSUs associated with non-employee directors. These RSUs vest over one year with release of the underlying shares of common stock deferred until retirement from the board of directors, (or until one year after retirement in the case of certain prior grants). Performance-based Restricted Stock Units The Company maintains a long-term incentive program for executives that provides for the issuance of PRUs, representing hypothetical shares of the Company’s common stock that may be issued. Under the PRU program, a target number of PRUs is awarded at the beginning of each three-year performance period. The number of shares of common stock released at the end of the performance period may range from zero to 2.4 times the target number depending on performance during the period. The performance metrics of the PRU program are based on (a) annual financial targets, which are based on revenue and EBITDA (earnings before interest, tax, depreciation, and amortization expense), each equally weighted, and (b) an overall modifier based on the Company’s total stockholder return (TSR) relative to a group of peer companies selected by the Company’s compensation committee, over the three-year performance period. Under the PRU program, financial goals are set at the beginning of each fiscal year and performance is reviewed at the end of that year. The percentage to be applied to each participant’s target award ranges from zero to 160% based upon the extent to which the annual financial performance goals are achieved. If specific performance threshold levels for the annual financial goals are met, the amount earned for that element will be applied to one-third of the participants’ PRU award to determine the number of units earned. At the end of the three-year performance period, the total units earned, if any, are adjusted by applying a modifier, ranging from zero to 150% based on the Company’s TSR based on stock price changes relative to a group of peer companies selected by the Company’s compensation committee for the same three-year period. The TSR modifier is intended to ensure that there are limited or no payouts under the PRU program if the Company’s stock performance is significantly below the median TSR of a group of peer companies selected by the Company’s compensation committee over the three-year performance period. Where the annual financial goals have been met and where there has been strong relative TSR performance over the three-year performance period, the PRU program may provide substantial rewards to participants with a maximum payout of 2.4 times the initial PRU award. However, even if all of the annual financial metric goals are achieved in each of the three years, there will be no payouts if the Company’s stock performance is below that of the 10th percentile for PRUs granted in 2020, 2019 and 2018 of the group of peer companies selected by the Company’s compensation committee, as appropriate. Recipients of PRU awards generally must remain employed by the Company on a continuous basis through the end of the three-year performance period in order to receive any amount of the PRUs covered by that award. In events such as death, disability or retirement, the recipient may be entitled to pro-rata amounts of PRUs as defined in the Plan. Target shares subject to PRU awards do not have voting rights of common stock until earned and issued following the end of the three-year performance period. The Company records stock-based compensation expense for PRU awards granted based on management’s periodic assessment of the annual financial performance goals to be achieved. As of December 28, 2020, management determined that vesting of the PRU awards was probable. PRU activity for the year ended December 28, 2020 was as follows:
|  | Shares |  |  | Weighted Average Fair Value |
|  | (In thousands) |  |  |  |  |
Outstanding shares as of December 30, 2019 |  |  | 216 |  |  | $ | 12.14 |
Granted |  |  | 303 |  |  |  | 10.57 |
Vested |  |  | (137 | ) |  |  | 12.82 |
Forfeited / cancelled |  |  | (22 | ) |  |  | 10.89 |
Change in units due to annual performance achievement |  |  | (71 | ) |  |  | 12.12 |
Outstanding shares as of December 28, 2020 |  |  | 289 |  |  | $ | 10.27 |
The fair value of PRUs granted is calculated using a Monte Carlo simulation model, as the TSR modifier contains a market condition. For the years ended December 28, 2020, December 30, 2019 and December 31, 2018, the following assumptions were used in determining the fair value:
|  | For the Year Ended |
|  | December 28, 2020 (1) |  |  | December 30, 2019 (2) |  |  | December 31, 2018 (3) |
Weighted-average fair value |  | $ | 10.57 |  |  | $ | 10.17 |  |  | $ | 19.59 |
Risk-free interest rate |  |  | 0.18 | % |  |  | 2.18 | % |  |  | 2.14 | %
Dividend yield |  |  | — |  |  |  | — |  |  |  | — |
Expected volatility |  |  | 49 | % |  |  | 38 | % |  |  | 40 | %
(1) | Reflects the weighted-averages for the third year of the three-year performance period applicable to PRUs granted in 2018, the second year of the three-year performance period applicable to PRUs granted in 2019 and the first year of the three-year performance period applicable to PRUs granted in 2020.
(2) | Reflects the weighted-averages for the third year of the three-year performance period applicable to PRUs granted in 2017, the second year of the three-year performance period applicable to PRUs granted in 2018 and the first year of the three-year performance period applicable to PRUs granted in 2019.
(3) | Reflects the weighted-averages for the third year of the three-year performance period applicable to PRUs granted in 2016, the second year of the three-year performance period applicable to PRUs granted in 2017 and the first year of the three-year performance period applicable to PRUs granted in 2018.
The risk-free interest rate for the expected term of PRUs is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is calculated using the Company’s historical stock price. Restricted Stock Units RSU activity for the year ended December 28, 2020 was as follows:
|  | Shares |  |  | Weighted Average Grant-Date Fair Value |
|  | (In thousands) |  |  |  |  |
Non-vested RSUs outstanding as of December 30, 2019 |  |  | 2,527 |  |  | $ | 11.91 |
Granted |  |  | 1,474 |  |  |  | 11.20 |
Vested |  |  | (1,141 | ) |  |  | 11.48 |
Forfeited |  |  | (294 | ) |  |  | 11.42 |
Non-vested RSUs outstanding as of December 28, 2020 |  |  | 2,566 |  |  | $ | 11.20 |
Vested and expected to vest through 2023 as of December 28, 2020 |  |  | 3,121 |  |  | $ | 11.15 |
The fair value of the Company’s RSUs is determined based upon the closing common stock price on the grant date. The weighted average fair value per unit of RSUs granted was $11.20, $10.09 and $15.35 for the years ended December 28, 2020, December 30, 2019 and December 31, 2018, respectively. The total fair value of RSUs vested for the years ended December 28, 2020, December 30, 2019 and December 31, 2018 was $13,093, $13,954 and $12,599, respectively. Stock Options As of December 28, 2020, stock options outstanding was 60. This is not material to the consolidated financial statements of the Company. Stock-based Compensation Expense and Unrecognized Compensation Costs For the years ended December 28, 2020, December 30, 2019 and December 31, 2018, the amounts recognized in the consolidated statements of operations with respect to the stock-based compensation plan are as follows:
|  | For the Year Ended |
|  | December 28, |  |  | December 30, |  |  | December 31, |
|  | 2020 |  |  | 2019 |  |  | 2018 |
|  | (In thousands) |
Cost of goods sold |  | $ | 3,889 |  |  | $ | 3,148 |  |  | $ | 2,893 |
Selling and marketing |  |  | 1,919 |  |  |  | 1,887 |  |  |  | 1,902 |
General and administrative |  |  | 10,083 |  |  |  | 11,568 |  |  |  | 15,676 |
Research and development |  |  | 182 |  |  |  | 213 |  |  |  | 210 |
Stock-based compensation expense recognized |  | $ | 16,073 |  |  | $ | 16,816 |  |  | $ | 20,681 |
The following is a summary of total unrecognized compensation costs as of December 28, 2020:
|  | Unrecognized Stock-Based Compensation Cost |  |  | Remaining Weighted Average Recognition Period |
|  | (In thousands) |  |  | (In years) |
RSU awards |  | $ | 20,663 |  |  |  | 1.4 |
PRU awards |  |  | 1,898 |  |  |  | 1.6 |
Stock options |  |  | 131 |  |  |  | 1.2 |
|  | $ | 22,692 |  |  |  |  |

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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