The Company has a 401(k) retirement plan (the “401(k) Plan”) for eligible U.S. employees. The 401(k) Plan allows for employee contributions and matching Company contributions from 4% to 6% based upon terms and conditions of the 401(k) Plan.

On August 15, 2017, 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 1, 2020. In 2018, 2019 and 2020, the Board of Directors increased the share repurchase authorization under the Program to $200 million, $300 million and $400 million, respectively. On March 3, 2022, the Board of Directors increased the share repurchase authorization under the Program by an additional $400 million to $800 million, and extended its duration through August 1, 2025. 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, cash equivalents and short-term investments. 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 fiscal year ended October 1, 2022, the Company repurchased a total of approximately 2,782.1 thousand shares of common stock at a cost of approximately $132.8 million. The stock repurchases were recorded in the periods they were delivered and accounted for as treasury stock in the Company’s Consolidated Balance Sheets. 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.

In addition to the 2,782.1 thousand shares of common stock repurchased under the Program during the fiscal year ended October 1, 2022, on March 9, 2022, the Company entered into an ASR agreement (the “March 2022 ASR Agreement”) with an investment bank counterparty (“Dealer”) to repurchase $150 million of the Company’s common stock. The March 2022 ASR Agreement was entered into pursuant to the Company’s current $800 million share repurchase authorization.

Under the March 2022 ASR Agreement, the Company made an up-front payment of $150 million to the Dealer and received an initial delivery of 2,449.9 thousand shares of common stock at a cost of approximately $120 million on March 10, 2022. The final number of shares to be repurchased will be based on the volume-weighted average price of the Company’s common stock during the term of the transaction, less a discount and subject to adjustments pursuant to the terms and conditions of the March 2022 ASR Agreement. For accounting purposes, the March 2022 ASR Agreement is evaluated as an unsettled forward contract indexed to the Company’s own stock, with $30 million being classified within common stock. At settlement, the Dealer may be required to deliver additional shares of common stock to the Company, or, under certain circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to the Dealer.

The March 2022 ASR Agreement was settled between the Company and the Dealer on April 22, 2022 and the Company received an additional 344.5 thousand shares of common stock from the Dealer. In total, an aggregate of 2,794.4 thousand shares of common stock were delivered by the Dealer under the March 2022 ASR Agreement at an average price of $53.68 per share, which was then reclassified as treasury stock from common stock in shareholder’s equity. As of October 1, 2022, our remaining stock repurchase authorization under the Program was approximately $249.2 million.

On August 30, 2022, June 8, 2022, March 3, 2022 and October 18, 2021, the Board of Directors declared a quarterly dividend $0.17 per share of common stock. During the fiscal year ended October 1, 2022, the Company declared dividends of $0.68 per share of common stock. The declaration of any future cash dividend is at the discretion of the Board of Directors, subject to applicable laws, and will depend on the Company’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination that such dividends are in the best interests of the Company’s stockholders.


	As of
(in thousands)	October 1, 2022		October 2, 2021
(Loss) / gain from foreign currency translation adjustments	$	(29,854)	$	682
Unrecognized actuarial loss on pension plan, net of tax	(812)		(3,088)
Unrealized loss on hedging	(2,234)		(616)
Accumulated other comprehensive loss	$	(32,900)	$	(3,022)

The Company has a stockholder-approved equity-based compensation plan, the 2021 Omnibus Incentive Plan (the “Plan”) from which employees and directors receive grants. As of October 1, 2022, 3.3 million shares of common stock are available for grant to the Company’s employees and directors under the Plan.

•Relative TSR Performance Share Units (“Relative TSR PSUs”) entitle the employee to receive common shares of the Company on the award vesting date, typically the third anniversary of the grant date (or as soon as administratively practicable if later), 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 at the end of the performance period 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 Relative TSR PSUs 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.

•Revenue Growth Performance Share Units (“Growth PSUs”) entitle the employee to receive common shares of the Company on the award vesting date, typically the third anniversary of the grant date (or as soon as administratively practicable if later), based on organic revenue growth objectives and relative growth performance against named competitors as set by the Management Development and Compensation Committee (“MDCC”) of the Company’s Board of Directors. Organic revenue growth is calculated by averaging revenue growth (net of revenues from acquisitions) over a performance period, which is generally three years. Revenues from acquisitions will be included in the calculation after four fiscal quarters after acquisition. Any portion of the grant that does not meet the revenue growth objectives and relative growth performance is forfeited. Vesting percentages range from 0% to 200% of awards granted.

•In general, stock options and Time-based Restricted Share Units (“Time-based RSUs”) awarded to employees vest ratably over a three-year period on the anniversary of the grant date 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.

The following table reflects total equity-based compensation expense, which includes Relative TSR PSUs, Time-based RSUs, Growth PSUs, and common stock, included in the Consolidated Statements of Operations for fiscal 2022, 2021, and 2020:


	Fiscal
(in thousands)	2022		2021		2020
Cost of sales	$	960	$	828	$	744
Selling, general and administrative	13,911		10,998		11,071
Research and development	4,115		3,676		3,204
Total equity-based compensation expense	$	18,986	$	15,502	$	15,019

The following table reflects equity-based compensation expense, by type of award, for fiscal 2022, 2021, and 2020:


	Fiscal
(in thousands)	2022		2021		2020
Relative TSR PSUs	4,255		3,916		$	3,266
Time-based RSUs	11,655		10,314		9,519

Growth PSUs	2,127		444		1,384
Common stock	949		828		850
Total equity-based compensation expense	$	18,986	$	15,502	$	15,019


	Number of shares (in thousands)	Unrecognized compensation expense (in thousands)		Average remaining service period (in years)	Weighted average grant date fair value per share
Relative TSR PSUs outstanding as of September 28, 2019	561	$	4,136	0.9
Granted	162				$	28.80
Forfeited or expired	(52)
Vested	(268)
Relative TSR PSUs outstanding as of October 3, 2020	403	$	4,198	1.1
Granted	155				$	28.21
Forfeited or expired	(6)
Vested	(108)
Relative TSR PSUs outstanding as of October 2, 2021	444	$	4,455	1.1
Granted	152				$	52.18
Forfeited or expired	(11)
Vested	(205)
Relative TSR PSUs outstanding as of October 1, 2022	380	$	4,619	0.9


	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 RSUs outstanding as of September 28, 2019	947	$	10,555	1.4
Granted	490				$	22.93
Forfeited or expired	(80)
Vested	(569)
Time-based RSUs outstanding as of October 3, 2020	788	$	10,480	1.6
Granted	486				$	24.34
Forfeited or expired	(24)
Vested	(333)
Time-based RSUs outstanding as of October 2, 2021	917	$	11,420	1.4
Granted	301				$	49.47
Forfeited or expired	(29)
Vested	(453)
Time-based RSUs outstanding as of October 1, 2022	736	$	13,752	1.2


	Number of shares (in thousands)	Unrecognized compensation expense (in thousands)		Average remaining service period (in years)	Weighted average grant date fair value per share
Special/Growth PSUs outstanding as of September 28, 2019	97	$	1,128	1.6
Granted	80				$	23.65
Forfeited or expired	(22)
Vested	(4)
Special/Growth PSUs outstanding as of October 3, 2020	151	$	1,252	1.1
Granted	52				$	24.01
Forfeited or expired	(34)
Vested	(17)
Special/Growth PSUs outstanding as of October 2, 2021	152	$	1,247	1.0
Granted	79				$	49.26
Forfeited or expired	(4)
Vested	(100)
Special/Growth PSUs outstanding as of October 1, 2022	127	$	1,405	0.9

The 2021 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 quarter is that number of common shares closest in value to, without exceeding, $39,500.