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Stock-Based Compensation Plans
 12 Months Ended
Aug. 29, 2020
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Plans Stock-Based Compensation Plans
On December 11, 2018, our shareholders approved the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan ("2019 Plan") as detailed in the Proxy Statement for the 2018 Annual Meeting of Shareholders. The 2019 Plan allows the Company to grant or issue non-qualified stock options, incentive stock options, share awards, and other equity compensation to key employees and to non-employee directors. The 2019 Plan replaces the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (as amended, the "2014 Plan"). The number of shares of the Company's Common Stock that may be the subject of awards and issued under the 2019 Plan is 4.1 million, plus the shares subject to any awards outstanding under the 2014 Plan and the predecessor plan, the 2004 Incentive Compensation Plan (the “2004 Plan”), on December 11, 2018 that subsequently expire, are forfeited or canceled, or are settled for cash. Until such time, however, awards under the 2014 Plan and the 2004 Plan, respectively, that were outstanding on December 11, 2018 will continue to be subject to the terms of the 2014 Plan or 2004 Plan, as applicable. Shares remaining available for future awards under the 2014 Plan were not carried over into the 2019 Plan.

The Company's outstanding options have a 10-year term. Options issued to employees generally vest over a three-year period in equal annual installments on the annual anniversary dates following the grant date. Share awards generally vest based either upon continued employment ("time-based") or upon attainment of specified goals. Outstanding share awards that are not time-based vest at the end of a three-year incentive period based upon the achievement of company performance goals ("performance-based"). Generally, time-based share awards vest over a three-year period in equal annual installments on the annual anniversary dates following the grant date. Time-based share awards to directors vest one year from the grant date.

Beginning with the Company's annual grant of restricted stock units in October 2018, dividend equivalents are attached to restricted stock units equal to dividends payable on the same number of shares of the Company's common stock during the applicable period. Dividend equivalents, settled in cash, accrue on restricted stock unit awards during the vesting period. No dividend equivalents are paid on any restricted stock units that are forfeited prior to the vesting date.

The Company's Employee Stock Purchase Plan ("ESPP") permits employees to purchase Winnebago Industries common stock at a 15% discount from the market price at the end of semi-annual purchase periods and is compensatory. Employees are required to hold the common stock purchased for one-year. In Fiscal 2020 and 2019, 21,094 shares and 30,956 shares, respectively, were purchased through the ESPP. Plan participants had accumulated $0.3 million and $0.2 million as of August 29, 2020 and August 31, 2019, respectively, to purchase the Company's common stock pursuant to this plan.
Compensation expense associated with share-based awards is recognized on a straight-line basis over the required service period and forfeitures are recorded when they occur. Total stock-based compensation expense for the past three fiscal years consisted of the following components:
(in thousands)202020192018
Share awards:
Time-based$4,287 $4,986 $4,152 
Performance-based796 716 2,525 
Stock options990 925 502 
Other(1)
402 431 255 
Total stock-based compensation expense$6,475 $7,058 $7,434 
(1)    Includes stock-based compensation expense related to Board of Directors stock award expense and ESPP expense. Directors may elect to defer all or part of their annual retainer into a deferred compensation plan. The plan allows them to defer into either money units or stock units.

Share Awards - Time-Based

The fair value of time-based share awards is determined based on the closing market price of the Company's stock on the date of grant. A summary of the status of nonvested time-based share awards at August 29, 2020, and changes during Fiscal 2020, is as follows:
SharesWeighted Average Fair Value
Outstanding at August 31, 2019215,506 $33.40 
Granted166,440 $42.76 
Vested(77,550)$34.45 
Forfeited/canceled(2,132)$36.08 
Outstanding at August 29, 2020302,264 $38.27 

As of August 29, 2020, there was $5.0 million of unrecognized compensation expense related to nonvested time-based share awards that are expected to be recognized over a weighted average period of 0.8 years. The total fair value of awards vested during Fiscal 2020, 2019, and 2018 was $3.3 million, $6.6 million, and $7.1 million, respectively.

On October 13, 2020, the Board of Directors granted 69,538 restricted stock units under the 2019 Plan valued at $3.8 million to the Company's key management group. The value of the restricted stock units, which is based on the closing price of Winnebago Industries common stock on the date of grant, was $54.49. Estimated non-cash stock compensation expense based on this grant is expected to be approximately $1.8 million for Fiscal 2021.

Share Awards - Performance-Based

The fair value of performance-based share awards is determined based on the closing market price of the Company's stock on the date of grant. A summary of the status of the Company's nonvested performance-based share awards at August 29, 2020, and changes during Fiscal 2020, is as follows:
SharesWeighted Average Fair Value
Outstanding at August 31, 2019207,433 $33.87 
Granted64,914 $47.93 
Vested(65,302)$28.21 
Forfeited/canceled(18,053)$32.79 
Outstanding at August 29, 2020188,992 $40.73 

As of August 29, 2020, there was $2.9 million of unrecognized compensation expense related to nonvested performance-based share awards that are expected to be recognized over a weighted average period of 0.9 years. The total fair value of performance-based share awards vested during Fiscal 2020 was $2.4 million. No performance-based share awards vested during Fiscal 2019 or 2018.
Stock Options

A summary of stock option activity for Fiscal 2020 is as follows:
Stock OptionsWeighted Average Exercise Price Per ShareWeighted Average Remaining Contractual Term (in years)Aggregate Intrinsic Value
(in thousands)
Outstanding at August 31, 2019253,145 $34.43 
Granted55,036 $47.93 
Exercised(9,718)$34.21 
Forfeited/canceled(6,019)$35.09 
Outstanding at August 29, 2020292,444 $36.96 7.7$6,273 
Vested and expected to vest at August 29, 2020292,444 $36.96 7.7$6,273 
Exercisable at August 29, 2020142,754 $34.20 6.9$3,455 

As of August 29, 2020, there was $1.3 million of unrecognized compensation expense related to option awards that is expected to be recognized over a weighted average period of 0.8 years.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Valuation Assumptions(1)
202020192018
Expected dividend yield0.9 %1.3 %0.9 %
Risk-free interest rate(2)
1.7 %3.0 %2.0 %
Expected life of stock options (in years)(3)
555
Expected stock price volatility(4)
41.2 %39.1 %38.1 %
Weighted average fair value of options granted$17.18 $11.09 $14.78 
(1)    Forfeitures are recorded when they occur.
(2)    Based on U.S. Treasury constant maturity interest rate whose term is consistent with the expected life of the stock options.
(3)    Estimated based on historical experience.
(4)    Based on historical experience over a term consistent with the expected life of the stock options.