SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS

Common Stock and 401(k) Retirement Income Plan

The Company has 401(k) retirement income plans (the “Plans”) for eligible U.S. employees. The Plans allow for employee contributions and Company contributions from 4% to 8% based upon terms and conditions of the 401(k) Plans that they participate in.

The following table reflects the Company’s contributions to the Plans during the three and six months ended April 2, 2016 and March 28, 2015:



	Three months ended				Six months ended
(in thousands)	April 2, 2016		March 28, 2015		April 2, 2016		March 28, 2015
Cash	$	425	$	500	$	818	$	795

Stock Repurchase Program

On August 14, 2014, the Company’s Board of Directors authorized a program (the "Program") to repurchase up to $100 million of the Company’s common stock on or before August 14, 2017. The Company has entered into a written trading plan under Rule 10b5-1 of the Exchange Act to facilitate repurchases under the Program. The Program may be suspended or discontinued at any time and is funded using the Company's available cash. Under the Program, shares may be repurchased through open market and/or privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under the Program depend on market conditions as well as corporate and regulatory considerations. During the three and six months ended April 2, 2016, the Company repurchased a total of 0.2 million and 1.4 million shares of common stock at a cost of $1.7 million and $14.6 million, respectively. The stock repurchases were recorded in the periods they were delivered, and the payment of $14.6 million was accounted for as treasury stock in the Company’s Consolidated Balance Sheet. The Company records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon reissuance of treasury stock, amounts in excess of the acquisition cost are credited to additional paid-in capital. If the Company reissues treasury stock at an amount below its acquisition cost and additional paid-in capital associated with prior treasury stock transactions is insufficient to cover the difference between acquisition cost and the reissue price, this difference is recorded against retained earnings.

Accumulated Other Comprehensive Income

The following table reflects accumulated other comprehensive income reflected in the Consolidated Balance Sheets as of April 2, 2016 and October 3, 2015:



	As of
(in thousands)	April 2, 2016			October 3, 2015
Gain / (loss) from foreign currency translation adjustments	$	1,379		$	(161	)
Unrecognized actuarial loss Switzerland pension plan, net of tax	(603		)	(590		)
Switzerland pension plan curtailment	(346		)	(346		)
Accumulated other comprehensive income / (loss)	$	430		$	(1,097	)

Equity-Based Compensation

As of April 2, 2016, the Company had seven equity-based employee compensation plans (the “Employee Plans”) and three director compensation plans (the “Director Plans”) (collectively, the “Equity Plans”). Under these Equity 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 April 2, 2016, the Company’s one active plan, the 2009 Equity Plan, had 3.0 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 that 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 GICS (45301020) 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 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 the three and six months ended April 2, 2016 and March 28, 2015 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 restricted stock and common stock granted during the three and six months ended April 2, 2016 and March 28, 2015:



	Three months ended		Six months ended
(shares in thousands)	April 2, 2016	March 28, 2015	April 2, 2016	March 28, 2015
Market-based restricted stock	—	—	166	232
Time-based restricted stock	10	12	581	484
Common stock	32	11	32	24
Equity-based compensation in shares	42	23	779	740

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 during the three and six months ended April 2, 2016 and March 28, 2015:



	Three months ended				Six months ended
(in thousands)	April 2, 2016		March 28, 2015		April 2, 2016		March 28, 2015
Cost of sales	$	97	$	88	$	225	$	216
Selling, general and administrative (1)	1,460		1,976		690		4,475
Research and development	416		517		1,120		1,325
Total equity-based compensation expense	$	1,973	$	2,581	$	2,035	$	6,016

(1) The selling, general and administrative expense for the six months ended April 2, 2016, includes the reversal of a $2.0 million expense due to the forfeiture of stock awards in connection with the October 2015 retirement of the Company's CEO.

The following table reflects equity-based compensation expense, by type of award, for the three and six months ended April 2, 2016 and March 28, 2015:



	Three months ended				Six months ended
(in thousands)	April 2, 2016		March 28, 2015		April 2, 2016			March 28, 2015
Market-based restricted stock	$	388	$	994	$	(993	)	$	2,344
Time-based restricted stock	1,226		1,375		2,712			3,244
Performance-based restricted stock	—		32		(43		)	65
Stock options	—		—		—			3
Common stock	359		180		359			360
Total equity-based compensation expense (1)	$	1,973	$	2,581	$	2,035		$	6,016

(1) The equity-based compensation expense for the six months ended April 2, 2016, includes the reversal of a $2.0 million expense due to the forfeiture of stock awards in connection with the October 2015 retirement of the Company's CEO.