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Share-Based Compensation | 12 Months Ended
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Jun. 27, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Share-Based Compensation |
9. | Share-Based Compensation
The purpose of our various share-based compensation plans is to attract, motivate, retain, and reward high-quality employees, directors, and consultants by enabling such persons to acquire or increase their proprietary interest in our common stock in order to strengthen the mutuality of interests between such persons and our stockholders and to provide such persons with annual and long-term performance incentives to focus their best efforts on the creation of stockholder value. Consequently, we determine whether to grant share-based compensatory awards subsequent to the initial award for our employees and consultants primarily on individual performance. New Share-Based Compensation Plans On October 29, 2019, our stockholders approved: (i) our 2019 Equity and Incentive Compensation Plan, or the 2019 Incentive Plan, to replace our Amended and Restated 2010 Incentive Compensation Plan, or the 2010 Incentive Plan, and (ii) our 2019 Employee Stock Purchase Plan, or the 2019 ESPP, to replace our Amended and Restated 2010 Employee Stock Purchase Plan, or our 2010 ESPP. Upon approval of the 2019 Incentive Plan, new awards are no longer issued under the 2010 Incentive Plan. Awards outstanding at October 29, 2019 under our prior share-based compensation plans were not impacted by the approval of the 2019 Incentive Plan and continue to remain outstanding and vest by their terms under the applicable share-based compensation plan. The 2019 Incentive Plan authorizes our Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, cash incentive awards, performance shares, performance stock units, and other stock-based awards. The number of shares approved by stockholders under the 2019 Incentive Plan was 1,230,000. The 2019 ESPP authorizes the Company to provide eligible employees with an opportunity to acquire an equity interest in the Company through the purchase of stock at a discount, with an initial authorization of 1,500,000 shares. Effective August 19, 2019, we adopted the 2019 Inducement Equity Plan. 650,000 shares of our common stock have been reserved for issuance under the 2019 Inducement Equity Plan, subject to adjustment for stock dividends, stock splits, or other changes in our common stock or capital structure. The 2019 Inducement Equity Plan is intended to comply with Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, which provide an exception to the Nasdaq Stock Market Listing Rules’ on the shareholder approval requirement for the issuance of securities with regards to grants to employees of the Company or its subsidiaries as an inducement material to such individuals entering into employment with the Company or its subsidiaries. An individual is eligible to receive an award under the 2019 Inducement Equity Plan only if he or she was not previously an employee or director of our Company (or is returning to work after a bona-fide period of non-employment), and an award under the 2019 Inducement Equity Plan is a material inducement for him or her to accept employment with our Company. Our share-based compensation plans with outstanding awards consist of our 2010 Incentive Plan, our 2019 Incentive Plan, our 2019 Inducement Equity Plan, and our 2019 ESPP. Share-based compensation awards available for grant or issuance for each plan as of the beginning of the fiscal year, including changes in the balance of awards available for grant for fiscal 2020, were as follows:
|  | Awards |  |  |  |  |  |  | 2019 |  |  | 2019 |  |  |  |  |  |  | 2010 |
|  | Available |  |  | 2019 |  |  | Employee |  |  | Employee |  |  | 2010 |  |  | Employee |
|  | Under All |  |  | Incentive |  |  | Inducement |  |  | Stock |  |  | Incentive |  |  | Stock |
|  | Share-Based |  |  | Compensation |  |  | Equity |  |  | Purchase |  |  | Compensation |  |  | Purchase |
|  | Award Plans |  |  | Plan |  |  | Plan |  |  | Plan |  |  | Plan |  |  | Plan |
Balance at June 2019 |  |  | 2,891,466 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,743,563 |  |  |  | 147,903 |
Additional shares authorized |  |  | 3,508,175 |  |  |  | 1,230,000 |  |  |  | 650,000 |  |  |  | 1,500,000 |  |  |  | — |  |  |  | 128,175 |
Transferred between plans |  |  | — |  |  |  | 705,452 |  |  |  | — |  |  |  | — |  |  |  | (705,452 | ) |  |  | — |
Stock options granted |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Restricted stock units granted |  |  | (742,586 | ) |  |  | (320,032 | ) |  |  | (92,813 | ) |  |  | — |  |  |  | (329,741 | ) |  |  | — |
Market stock units granted |  |  | (359,336 | ) |  |  | (140,381 | ) |  |  | (187,958 | ) |  |  | — |  |  |  | (30,997 | ) |  |  | — |
Performance stock units granted |  |  | (335,966 | ) |  |  | (130,110 | ) |  |  | (20,449 | ) |  |  | — |  |  |  | (185,407 | ) |  |  | — |
Performance stock units performance adjustment |  |  | 10,242 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 10,242 |  |  |  | — |
Market stock units performance adjustment |  |  | 58,707 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 58,707 |  |  |  | — |
Purchases under employee stock purchase plan |  |  | (346,502 | ) |  |  | — |  |  |  | — |  |  |  | (71,029 | ) |  |  | — |  |  |  | (275,473 | )
Forfeited |  |  | 1,186,383 |  |  |  | 67,472 |  |  |  | — |  |  |  | — |  |  |  | 1,118,911 |  |  |  | — |
Fungible share ratio adjustment |  |  | (308,424 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (308,424 | ) |  |  | — |
Plan shares no longer available for grant |  |  | (2,371,402 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,371,402 | ) |  |  | — |
Plan shares cancelled |  |  | (605 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (605 | )
Balance at June 2020 |  |  | 3,190,152 |  |  |  | 1,412,401 |  |  |  | 348,780 |  |  |  | 1,428,971 |  |  |  | — |  |  |  | — |
Share-based compensation and the related tax benefit recognized in our consolidated statements of income for fiscal 2020, 2019, and 2018 were as follows (in millions):
|  | 2020 |  |  | 2019 |  |  | 2018 |
Cost of revenue |  | $ | 2.1 |  |  | $ | 3.1 |  |  | $ | 3.2 |
Research and development |  |  | 32.3 |  |  |  | 33.7 |  |  |  | 38.6 |
Selling, general, and administrative |  |  | 26.0 |  |  |  | 22.2 |  |  |  | 29.5 |
Total |  | $ | 60.4 |  |  | $ | 59.0 |  |  | $ | 71.3 |
Income tax benefit on share-based compensation |  | $ | 6.3 |  |  | $ | 4.3 |  |  | $ | 11.1 |
Included in the preceding table is share-based compensation for our cash-settled phantom stock units, which we granted in October 2019 (see Phantom Stock Units below) (in millions):
|  | 2020 |  |
Cost of revenue |  | $ | 0.2 |  |
Research and development |  |  | 9.1 |  |
Selling, general, and administrative |  |  | 1.8 |  |
Total |  | $ | 11.1 |  |
We recognize a tax benefit upon expensing certain share-based awards associated with our share-based compensation plans, including nonqualified stock options, RSUs, market stock units, or MSUs, and PSUs, but we cannot recognize a tax benefit concurrent with the recognition of share-based compensation expenses associated with incentive stock options and employee stock purchase plan shares (qualified stock awards). For qualified stock awards we recognize a tax benefit only in the period when disqualifying dispositions of the underlying stock occur, which historically has been up to several years after vesting and in a period when our stock price substantially increases. We determine excess tax benefit using the long-haul method in which we compare the actual tax benefit associated with the tax deduction from share-based award activity to the hypothetical tax benefit based on the grant date fair values of the corresponding share-based awards. Tax benefit associated with excess tax deduction creditable to income tax provision is recognized when incurred. Tax deficiency associated with a tax shortfall is debited to income tax provision when incurred. Historically, we have issued new shares in connection with our share-based compensation plans, however, treasury shares are also available for issuance. Any additional shares repurchased under our common stock repurchase program will be available for issuance under our share-based compensation plans. Stock Options Our share-based compensation plans with outstanding stock option awards include our 2010 Incentive Plan. Under our 2010 Incentive Plan, we were able to grant incentive stock options or nonqualified stock options to purchase shares of our common stock at not less than 100% of the fair market value, or FMV, on the date of grant. Option granting ceased in fiscal 2018. Options granted under our 2010 Incentive Plan generally vest three to four years from the vesting commencement date and expire seven years after the date of grant if not exercised. Certain stock option activity for fiscal 2020 and balances as of the end of fiscal 2020 were as follows:
|  | Stock |  |  | Weighted |  |  |  |  |
|  | Option |  |  | Average |  |  | Intrinsic |
|  | Awards |  |  | Exercise |  |  | Value |
|  | Outstanding |  |  | Price |  |  | (In millions) |
Balance at June 2019 |  |  | 1,191,929 |  |  | $ | 59.07 |  |  |  |  |
Exercised |  |  | (542,776 | ) |  |  | 44.03 |  |  |  |  |
Forfeited |  |  | (8,117 | ) |  |  | 50.70 |  |  |  |  |
Expired |  |  | (311,250 | ) |  |  | 74.16 |  |  |  |  |
Balance at June 2020 |  |  | 329,786 |  |  |  | 69.78 |  |  | $ | 0.4 |
Exercisable at June 2020 |  |  | 329,057 |  |  |  | 69.83 |  |  | $ | 0.4 |
The aggregate intrinsic value was determined using the closing price of our common stock on the last trading day of fiscal 2020, or June 26, 2020, of $56.26 and excludes the impact of options that were not in-the-money. Approximately 23% of the stock option awards outstanding were vested and in-the-money as of the end of fiscal 2020. At the end of fiscal 2020, we estimated that we have 0.3 million fully vested options with an aggregate intrinsic value of $0.4 million, having a weighted average exercise price of $69.83 and a weighted average remaining contractual term of 1.7 years. Cash received and the aggregate intrinsic value of stock options exercised for fiscal 2020, 2019, and 2018 were as follows (in millions):
|  | 2020 |  |  | 2019 |  |  | 2018 |
Cash received |  | $ | 23.9 |  |  | $ | 5.2 |  |  | $ | 16.7 |
Aggregate intrinsic value |  | $ | 10.8 |  |  | $ | 2.4 |  |  | $ | 15.2 |
There were no stock options granted in fiscal 2020 or 2019. The fair value of each award granted under our share-based compensation plans for fiscal 2018 was estimated at the date of grant using the Black-Scholes option pricing model, assuming no expected dividends and the following range of assumptions:
|  | 2018 |
Expected volatility |  | 46.2% |
Expected life in years |  | 4.4 |
Risk-free interest rate |  | 1.8% |
Fair value per award |  | $ | 18.04 |
The unrecognized share-based compensation costs for stock options granted under our various plans was less than $0.1 million as of the end of fiscal 2020, to be recognized over a weighted average period of approximately 0.11 years. Restricted Stock Units Our 2019 Incentive Plan and our 2019 Inducement Equity Plan provide for the grant of RSUs to our employees, consultants, and directors, and previously our 2010 Incentive Plan provided for the grant of deferred stock units, or DSUs, to our employees, consultants, and directors. An RSU and a DSU are each a promise to deliver shares of our common stock at a future date in accordance with the terms of the grant agreement and the words can be used interchangeably. We began granting DSUs in January 2006 and RSUs in 2019. The use of RSUs will cover the meaning of both RSUs and DSUs. RSUs granted generally vest ratably over three to four years from the vesting commencement date. Delivery of shares under the plans take place on the quarterly vesting dates. At the delivery date, we withhold shares to cover applicable statutory minimum tax withholding for grantees subject to withholding and deliver a net quantity of shares to the grantee after such withholding. Until delivery of shares, the grantee has no rights as a stockholder with respect to any shares underlying the RSU award. RSU activity, including RSUs granted, delivered, and forfeited in fiscal 2020, and the balance and aggregate intrinsic value of RSUs as of the end of fiscal 2020 was as follows:
|  |  |  |  |  | Aggregate |  |  | Weighted |
|  |  |  |  |  | Intrinsic |  |  | Average |
|  | RSU Awards |  |  | Value |  |  | Grant Date |
|  | Outstanding |  |  | (in millions) |  |  | Fair Value |
Balance at June 2019 |  |  | 1,878,853 |  |  |  |  |  |  | $ | 40.90 |
Granted |  |  | 742,586 |  |  |  |  |  |  |  | 46.26 |
Delivered |  |  | (845,550 | ) |  |  |  |  |  |  | 43.75 |
Forfeited |  |  | (415,565 | ) |  |  |  |  |  |  | 39.77 |
Balance at June 2020 |  |  | 1,360,324 |  |  | $ | 76.5 |  |  |  | 42.40 |
Of the shares delivered, 200,587 shares valued at $8.4 million were withheld to meet statutory tax withholding requirements. The aggregate intrinsic value was determined using the closing price of our common stock on the last trading day of fiscal 2020, or June 26, 2020, of $56.26. The unrecognized share-based compensation cost for RSUs granted under our 2019 Incentive Plan, our 2019 Inducement Equity Plan and our 2010 Incentive Plan was approximately $41.5 million as of the end of fiscal 2020, which will be recognized over a weighted average period of approximately 2.04 years. The aggregate market value of RSUs delivered in fiscal 2020, 2019, and 2018 was $36.0 million, $35.7 million, and $21.4 million, respectively. Market Stock Units Our 2019 Incentive Plan and our 2019 Inducement Equity Plan provide for the grant of MSU awards, to our employees, consultants, and directors. An MSU is a promise to deliver shares of our common stock at a future date based on the achievement of market-based performance requirements in accordance with the terms of the MSU grant agreement. We have granted MSUs to our executive officers and other management members, which are designed to vest in three tranches with the target quantity for each tranche equal to one-third of the total MSU grant. The first tranche vests based on a one-year performance period; the second tranche vests based on a two-year performance period; and the third tranche vests based on a three-year performance period. Performance is measured based on the achievement of a specified level of total stockholder return, or TSR, relative to the TSR of the S&P Semiconductor Select Industry Index, or Index, for grants made beginning in fiscal 2018. The potential payout ranges from 0% to 200% of the grant target quantity and is adjusted on a two-to-one ratio based on our TSR performance relative to the Index TSR using the following formula: (100% + ([Synaptics TSR—{Index TSR}] x 2)) The payout for tranche one and two will not exceed 100% and the payout for tranche three will be calculated based on the total target quantity for the entire grant multiplied by the payout factor, based on performance for the three-year performance period, less shares issued for the first tranche and the second tranche. In the event the performance for the three-year performance period results in a payout that is less than the combined payout of tranche one and two, we do not claw-back shares delivered in the earlier performance periods. Delivery of shares earned, if any, will take place on the dates provided in the applicable MSU grant agreement, assuming the grantee is still an employee, consultant, or director of our company at the end of the applicable performance period. On the delivery date, we withhold shares to cover applicable statutory tax withholding for grantees subject to withholding and deliver a net quantity of shares to the grantee after such withholding. Until delivery of shares, the grantee has no rights as a stockholder with respect to any shares underlying the MSU award. MSU activity, including MSUs granted, delivered, and forfeited in fiscal 2020, and the balance and aggregate intrinsic value of MSUs as of the end of fiscal 2020 were as follows:
|  |  |  |  |  | Aggregate |  |  | Weighted |
|  |  |  |  |  | Intrinsic |  |  | Average |
|  | MSU Awards |  |  | Value |  |  | Grant Date |
|  | Outstanding |  |  | (in millions) |  |  | Fair Value |
Balance at June 2019 |  |  | 210,732 |  |  |  |  |  |  | $ | 52.15 |
Granted |  |  | 359,336 |  |  |  |  |  |  |  | 57.51 |
Performance adjustment |  |  | (58,707 | ) |  |  |  |  |  |  | — |
Delivered |  |  | (23,018 | ) |  |  |  |  |  |  | 52.39 |
Forfeited |  |  | (96,811 | ) |  |  |  |  |  |  | 52.46 |
Balance at June 2020 |  |  | 391,532 |  |  | $ | 22.0 |  |  |  | 56.93 |
As a result of the Synaptics TSR underperforming the SOX Index TSR by 136 percentage points for the payout period ended in fiscal 2020, we did not deliver any of the targeted shares underlying the fiscal 2017 MSU grants. As a result of the Synaptics TSR underperforming the Index TSR by 34.2 percentage points for the payout period ended in fiscal 2020, we delivered 31.6% of the targeted shares underlying the fiscal 2018 MSU grants. As a result of the Synaptics TSR underperforming the Index TSR by 34.3 percentage points for the payout period ended in fiscal 2020, we delivered 31.5% of the targeted shares underlying the fiscal 2019 MSU grants. Of the shares delivered, 8,706 shares valued at $0.4 million were withheld to meet statutory minimum tax withholding requirements. The aggregate intrinsic value assumes a 100% payout factor and was determined using the closing price of our common stock on the last trading day of fiscal 2020, or June 26, 2020, of $56.26. The fair value of each MSU granted from our plans for fiscal 2020, 2019, and 2018 was estimated at the date of grant using the Monte Carlo simulation model, assuming no expected dividends and the following assumptions:
|  | 2020 |  | 2019 |  |  | 2018 |
Expected volatility of company |  | 45.46% - 52.55% |  |  | 50.58 | % |  | 49.16% - 50.60% |
Expected volatility of Index |  | 24.64% - 33.44% |  |  | 23.40 | % |  | 22.37% - 22.52% |
Correlation coefficient |  | 0.53 - 0.58 |  |  | 0.51 |  |  | 0.52 - 0.53 |
Expected life in years |  | 2.50 - 4.00 |  |  | 2.88 |  |  | 2.80 - 2.92 |
Risk-free interest rate |  | 0.26% - 1.52% |  |  | 2.92 | % |  | 1.72% - 1.88% |
Fair value per award |  | $55.52 - $100.38 |  | $27.70 - $85.52 |  |  | $48.22 - $59.19 |
We amortize the compensation expense over the three-year performance and service period. The unrecognized share-based compensation cost of our outstanding MSUs was approximately $16.6 million as of the end of fiscal 2020, which will be recognized over a weighted average period of approximately 1.35 years. Performance Stock Units Our 2019 Incentive Plan and our 2010 Incentive Plan provide for the grant of PSU awards to our employees, consultants, and directors. A PSU is a promise to deliver shares of our common stock at a future date based on the achievement of performance-based requirements in accordance with the terms of the PSU grant agreement. We have granted PSUs to our executive officers and other management members, which are designed to vest in three tranches with the target quantity for each tranche equal to one-third of the total PSU grant. The grants have a specific one-year performance period and vesting occurs over three service periods with the final service period ending approximately three years from the grant date. Performance is measured based on the achievement of a specified level of non-GAAP earnings per share. The potential payout ranges from 0% to 200% of the grant target quantity and is adjusted on a linear basis with a payout triggering if our non-GAAP earnings per share equals greater than 65% of the target with a maximum payout achieved at 135% of target. Delivery of shares earned, if any, will take place on the dates provided in the applicable PSU grant agreement, assuming the grantee is still an employee, consultant, or director of our company at the end of the applicable service period. On the delivery date, we withhold shares to cover applicable statutory tax withholding for grantees subject to withholding and deliver a net quantity of shares to the grantee after such withholding. Until delivery of shares, the grantee has no rights as a stockholder with respect to any shares underlying the PSU award. During the fiscal year ended June 27, 2020, PSU activity, including PSUs granted, delivered, and forfeited, and the balance and aggregate intrinsic value of PSUs as of June 27, 2020 was as follows:
|  |  |  |  |  | Aggregate |  |  | Weighted |
|  |  |  |  |  | Intrinsic |  |  | Average |
|  | PSU Awards |  |  | Value |  |  | Grant Date |
|  | Outstanding |  |  | (in millions) |  |  | Fair Value |
Balance at June 2019 |  |  | 192,618 |  |  |  |  |  |  | $ | 38.35 |
Granted |  |  | 335,966 |  |  |  |  |  |  |  | 41.90 |
Performance adjustment |  |  | 604 |  |  |  |  |  |  |  | — |
Delivered |  |  | (61,668 | ) |  |  |  |  |  |  | 39.63 |
Forfeited |  |  | (133,672 | ) |  |  |  |  |  |  | 38.56 |
Balance at June 2020 |  |  | 333,848 |  |  | $ | 18.8 |  |  |  | 41.61 |
We value PSUs using the aggregate intrinsic value on the date of grant and amortize the compensation expense over the three-year service period on a ratable basis, dependent upon the probability of meeting the performance measures. Of the shares delivered, 22,521 shares valued at $0.9 million were withheld to meet statutory minimum tax withholding requirements. The unrecognized share-based compensation cost of our outstanding PSUs was approximately $14.6 million as of June 27, 2020, which will be recognized over a weighted average period of approximately 1.22 years. Phantom Stock Units The 2019 Incentive Plan authorizes the grant of phantom stock units to non-employee directors, officers and employees. We initially granted phantom stock units in October 2019. Phantom stock units are cash-settled and entitle the recipient to receive a cash payment equal to the value of a single share for each unit based on the average closing share price of our stock over the thirty calendar days prior to the vesting date. Grants of phantom stock units vest over three years, with an annual vesting date of October 31 each year subsequent to the grant date. We recognize compensation expense for phantom stock units on a straight-line basis for each tranche of each award based on the average closing price of our common stock over the thirty calendar days ended prior to each balance sheet date. The outstanding phantom stock units had a fair value of $64.18 per unit at June 27, 2020 and our accrued liability for such units was $11.1 million. Phantom stock activity was as follows:
|  |  |  |  |  | Aggregate |
|  | Phantom |  |  | Intrinsic |
|  | Stock Units |  |  | Value |
|  | Outstanding |  |  | (in millions) |
Granted |  |  | 953,305 |  |  |  |  |
Forfeited |  |  | (164,192 | ) |  |  |  |
Balance as of June 2020 |  |  | 789,113 |  |  | $ | 44.4 |
Employee Stock Purchase Plan Our 2019 ESPP became effective October 29, 2019 which replaced our 2010 ESPP. The 2019 ESPP, and previously the 2010 ESPP, allows employees to designate up to 15% of their base compensation, subject to legal restrictions and limitations, to purchase shares of common stock at 85% of the lesser of the FMV at the beginning of the offering period or the exercise date. Under the 2019 ESPP, the offering period extends for up to one year and includes two exercise dates occurring at six-month intervals. Under the 2010 ESPP, the offering period extended for up to two years and included four exercise dates occurring at six-month intervals. Under the terms of our 2019 ESPP, and previously under our 2010 ESPP, if the FMV at an exercise date is less than the FMV at the beginning of the offering period, the current offering period will terminate and a new offering period will commence. Shares purchased, weighted average purchase price, cash received, and the aggregate intrinsic value for employee stock purchase plan purchases in fiscal 2020, 2019, and 2018 were as follows (in millions, except shares purchased and weighted average purchase price):
|  | 2020 |  |  | 2019 |  |  | 2018 |
Shares purchased |  |  | 346,502 |  |  |  | 544,886 |  |  |  | 486,263 |
Weighted average purchase price |  | $ | 30.50 |  |  | $ | 29.48 |  |  | $ | 32.07 |
Cash received |  | $ | 10.6 |  |  | $ | 16.1 |  |  | $ | 15.6 |
Aggregate intrinsic value |  | $ | 10.1 |  |  | $ | 2.8 |  |  | $ | 3.9 |
The fair value of each award granted under our 2019 ESPP and our 2010 ESPP for fiscal 2020, 2019, and 2018 was estimated using the Black-Scholes option pricing model, assuming no expected dividends and the following range of assumptions:
|  | 2020 |  |  | 2019 |  |  | 2018 |
Expected volatility |  | 43.8%-45.4% |  |  | 43.8%-44.2% |  |  | 43.7% - 49.8% |
Expected life in years |  | 0.25 - .75 |  |  | 0.5 - 1.5 |  |  | 0.5 - 2.0 |
Risk-free interest rate |  | 1.62% - 2.43% |  |  | 2.43%-2.68% |  |  | 1.42% - 2.45% |
Fair value per award |  | $ | 15.48 |  |  | $ | 15.63 |  |  | $ | 13.54 |
The expected volatility is based on either implied volatility for the expected lives of 0.5 years or a weighting of implied and historical volatility for expected lives greater than 0.5 years. The expected life is the period starting at the enrollment date until each purchase date remaining in the offering period at the date of enrollment in the plan. The risk-free interest rate is based on U.S. Treasury yields or yield curve in effect for each expected life. Unrecognized share-based compensation costs for awards granted under our 2019 ESPP at the end of fiscal 2020 were approximately $0.6 million that will be amortized over the next 2 months.

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