SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS

Common Stock and 401(k) Retirement Income Plan

The Company has a 401(k) retirement income plan (the “Plan”) for its employees. Historically, the Company's matching contributions to the Plan were made in the form of issued and contributed shares of Company common stock; however, beginning January 2, 2011, matching contributions to the Plan are made in cash instead of stock. The Plan allows for employee contributions and matching Company contributions up to 4% or 6% of the employee's contributed amount based upon years of service.

The following table reflects the Company’s matching contributions to the Plan during fiscal 2013 and 2012:



	Fiscal
(in thousands)	2013		2012
Cash	$	1,478	$	1,707

Accumulated Other Comprehensive Income

The following table reflects accumulated other comprehensive income reflected on the Consolidated Balance Sheets as of September 28, 2013 and September 29, 2012:



	As of
(in thousands)	September 28, 2013			September 29, 2012
Gain from foreign currency translation adjustments	$	4,182		$	2,996
Unrecognized actuarial gain, Switzerland pension plan, net of tax	(227		)	(227		)
Switzerland pension plan curtailment	(337		)	(388		)
Accumulated other comprehensive income	$	3,618		$	2,381

Equity-Based Compensation

As of September 28, 2013, the Company had seven equity-based employee compensation plans (the “Employee Plans”) and three director compensation plans (the “Director Plans”) (collectively, the “Plans”). Under these Plans, market-based share awards (collectively, “market-based restricted stock”), time-based share awards (collectively, “time-based restricted stock”), performance-based share awards (collectively, “performance-based restricted stock”), stock options, or common stock have been granted at 100% of the market price of the Company's common stock on the date of grant. As of September 28, 2013, the Company’s one active plan, the 2009 Equity Plan, had 4.6 million shares of common stock available for grant to its employees and directors.

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Market-based restricted stock entitles the employee to receive common shares of the Company on the award vesting date if market performance objectives which measure relative total shareholder return (“TSR”) are attained. Relative TSR is calculated based upon the 90-calendar day average price of the Company's stock as compared to specific peer companies that comprise the Philadelphia Semiconductor Index. TSR is measured for the Company and each peer company over a performance period, which is generally three years. Vesting percentages range from 0% to 200% of awards granted. The provisions of the market-based restricted stock are reflected in the grant date fair value of the award; therefore, compensation expense is recognized regardless of whether or not the market condition is ultimately satisfied. Compensation expense is reversed if the award is forfeited prior to the vesting date.

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In general, stock options and time-based restricted stock awarded to employees vest annually over a three-year period provided the employee remains employed by the Company. The Company follows the non-substantive vesting method for stock options and recognizes compensation expense immediately for awards granted to retirement-eligible employees, or over the period from the grant date to the date retirement eligibility is achieved.

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In general, performance-based restricted stock (“PSU”) entitles the employee to receive common shares of the Company on the three-year anniversary of the grant date (if employed by the Company) if return on invested capital and revenue growth targets set by the Management Development and Compensation Committee (“MDCC”) of the Board of Directors on the date of grant are met. If return on invested capital and revenue growth targets are not met, performance-based restricted stock does not vest. Certain PSUs vest based on achievement of strategic goals over a certain time period or periods set by the MDCC. If the strategic goals are not achieved, the PSUs do not vest.

Equity-based compensation expense recognized in the Consolidated Statements of Operations for fiscal 2013, 2012 and 2011 was based upon awards ultimately expected to vest. In accordance with ASC No. 718, Stock Based Compensation, forfeitures have been estimated at the time of grant and were based upon historical experience. The Company reviews the forfeiture rates periodically and makes adjustments as necessary.

The following table reflects total equity-based compensation expense, which includes restricted stock, stock options and common stock, included in the Consolidated Statements of Operations for fiscal 2013, 2012, and 2011:



	Fiscal
(in thousands)	2013		2012		2011
Cost of sales	$	295	$	312	$	213
Selling, general and administrative	8,457		6,602		5,671
Research and development	1,918		1,777		1,328
Total equity-based compensation expense	$	10,670	$	8,691	$	7,212

The following table reflects equity-based compensation expense, by type of award, for fiscal 2013, 2012, and 2011:



	Fiscal
(in thousands)	2013		2012		2011
Market-based restricted stock	$	4,135	$	2,929	$	1,961
Time-based restricted stock	5,545		4,732		4,003
Performance-based restricted stock	107		269		442
Stock options	43		41		86
Common stock	840		720		720
Total equity-based compensation expense	$	10,670	$	8,691	$	7,212

Equity-Based Compensation: employee market-based restricted stock

The following table reflects employee market-based restricted stock activity for fiscal 2013, 2012, and 2011:



	Number of shares (in thousands)		Unrecognized compensation expense (in thousands)		Average remaining service period (in years)	Weighted average grant date fair value per share
Market-based restricted stock outstanding as of October 2, 2010	314		$	667	1.3
Granted	442					$	11.32
Forfeited or expired	(165	)
Vested	(104	)
Market-based restricted stock outstanding as of October 2, 2011	487		$	3,674	1.9
Granted	437					$	12.56
Forfeited or expired	(10	)
Market-based restricted stock outstanding as of September 29, 2012	914		6,175		1.5
Granted	344					$	13.89
Forfeited or expired	(49	)
Vested	(124	)
Market-based restricted stock outstanding as of September 28, 2013	1,085		$	5,913	1.1

Equity-Based Compensation: employee time-based restricted stock

The following table reflects employee time-based restricted stock activity for fiscal 2013, 2012, and 2011:



	Number of shares (in thousands)		Unrecognized compensation expense (in thousands)		Average remaining service period (in years)	Weighted average grant date fair value per share
Time-based restricted stock outstanding as of October 2, 2010	1,707		$	5,683	1.4
Granted	714					$	6.56
Forfeited or expired	(259	)
Vested	(563	)
Time-based restricted stock outstanding as of October 1, 2011	1,599		$	6,096	1.7
Granted	695					$	9.15
Forfeited or expired	(76	)
Vested	(686	)
Time-based restricted stock outstanding as of September 29, 2012	1,532		$	7,070	1.4
Granted	620					$	10.59
Forfeited or expired	(132	)
Vested	(804	)
Time-based restricted stock outstanding as of September 28, 2013	1,216		$	6,028	1.2

Equity-Based Compensation: employee performance-based restricted stock

No performance-based restricted stock was issued during fiscal 2012 or 2011.

The following table reflects employee performance-based restricted stock activity for fiscal 2013, 2012, and 2011:



	Number of shares (in thousands)		Unrecognized compensation expense (in thousands)	Average remaining service period (in years)
Performance-based restricted stock outstanding as of October 2, 2010	626		228	0.2
Forfeited or expired	(275	)
Vested	(182	)
Performance-based restricted stock outstanding as of October 1, 2011	169		—	—
Vested	(169	)
Performance-based restricted stock outstanding as of September 29, 2012	—		—	—
Granted	57
Performance-based restricted stock outstanding as of September 28, 2013	57		550	2.2

The following table reflects employee stock option activity for fiscal 2013, 2012, and 2011:



	Number of shares (in thousands)		Weighted average exercise price		Average remaining contractual life (in years)	Aggregate intrinsic value (in thousands)
Options outstanding as of October 2, 2010	3,310		9.80
Granted	—		—
Exercised	(1,216	)	7.50			3,498
Forfeited or expired	(585	)	13.79
Options outstanding as of October 1, 2011	1,509		10.11
Granted	—		—
Exercised	(374	)	7.70			829
Forfeited or expired	(432	)	13.35
Options outstanding as of September 29, 2012	703		$	9.40
Exercised	(101	)				292
Forfeited or expired	(40	)
Options outstanding as of September 28, 2013	562
Options vested and expected to vest as of September 28, 2013	560		$	9.57	1.9	1,210
Options exercisable as of September 28, 2013	555		$	9.60	1.9
In the money exercisable options as of September 28, 2013	339					$	1,189

Since 2007, on average, 14.5% of stock options granted by the Company become vested each year, and on average, 21% of stock options granted by the Company are forfeited each year. Intrinsic value of stock options exercised is determined by calculating the difference between the market value of the Company's stock price at the time an option is exercised and the exercise price, multiplied by the number of shares. The intrinsic value of stock options outstanding and stock options exercisable is determined by calculating the difference between the Company's closing stock price on the last trading day of fiscal 2013 and the exercise price of in-the-money stock options, multiplied by the number of underlying shares. During fiscal 2013, the Company received $0.9 million in cash from the exercise of employee and non-employee director stock options.

As of September 28, 2013, total unrecognized compensation cost related to unvested employee stock options was $20,600, which will be amortized over the weighted average remaining service period of approximately 1 year.

The following table reflects outstanding and exercisable employee stock options as of September 28, 2013:



	Options Outstanding				Options Exercisable
Range of exercise prices	Options outstanding (in thousands)	Weighted average remaining contractual life (in years)	Weighted average exercise price		Options exercisable (in thousands)	Weighted average exercise price
3.06 - 7.08	29	5.75	$	5.48	24	$	5.29
7.14 - 7.31	85	1.1	7.14		85	7.14
8.43 - 8.74	230	3.62	8.63		228	8.63
9.64 - 12.05	218	0.05	12.03		218	12.03
	562	1.97	$	9.56	555	$	9.6

Equity-Based Compensation: non-employee directors

The 2009 Equity Plan provides for the grant of common shares to each non-employee director upon initial election to the board and on the first business day of each calendar quarter while serving on the board. The grant to a non-employee director upon initial election to the board is that number of common shares closest in value to, without exceeding, $120,000. The quarterly grant to a non-employee director upon the first business day of each calendar year quarter is that number of common shares closest in value to, without exceeding, $30,000.

The following table reflects shares of common stock issued to non-employee directors and the corresponding fair value for fiscal 2013, 2012, and 2011:



	Fiscal
(in thousands)	2013		2012		2011
Number of commons shares issued	74		78		89
Fair value based upon market price at time of issue	$	908	$	720	$	720

The following table reflects non-employee director stock option activity for fiscal 2013, 2012, and 2011:



	Number of shares (in thousands)		Weighted average exercise price		Average remaining contractual life (in years)	Aggregate intrinsic value (in thousands)
Options outstanding as of October 2, 2010	348		11.25
Exercised	(30	)	6.16			170
Forfeited or expired	(60	)	11.50
Options outstanding as of October 1, 2011	258		11.78
Exercised	(63	)	6.89			300
Forfeited or expired	(60	)	17.62
Options outstanding as of September 29, 2012	135		$	11.45
Options outstanding as of September 28, 2013	135		$	11.45	1.3	$	76
Options vested and expected to vest as of September 28, 2013	135		$	11.45	1.3	$	76
Options exercisable as of September 28, 2013	135		$	11.45	1.3
In the money exercisable options as of September 28, 2013	65					76

No non-employee director stock options were granted during fiscal 2013, 2012, and 2011.

Pension Plan

The following table reflects the Company's defined benefits pension obligations as of September 28, 2013 and September 29, 2012 :



		As of
(in thousands)		September 28, 2013		September 29, 2012
Switzerland pension obligation		$	388	$	2,506
Taiwan pension obligation		1,323		1,323
	Total pension obligation	$	1,711	$	3,829

In accordance with regulations in Switzerland, the Company sponsors a Switzerland pension plan covering active employees whose minimum benefits are guaranteed. During fiscal 2012, the Company announced the intention to reduce its Switzerland workforce by approximately 41 employees, which triggered a further curtailment of the Switzerland pension plan under ASC No. 715, Topic 30, Compensation - Retirement Benefits, Defined Benefit Plans. As a result, the Company recognized a pretax curtailment and settlement gain of $1.7 million and $2.1 million in fiscal 2012 and 2013, respectively.

Other Plans

Some of the Company's other foreign subsidiaries have retirement plans that are integrated with and supplement the benefits provided by laws of the various countries. These other plans are not required to report nor do they determine the actuarial present value of accumulated benefits or net assets available for plan benefits as they are defined contribution plans.