NOTE 3 – STOCK-BASED COMPENSATION

The Company has a share-based incentive plan (the “2003 Plan”) that provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At December 28, 2019, 1.0 million shares of our common stock were available for future grant under the 2003 Plan.

The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefits related to share-based compensation activity during the first nine months of fiscal year 2020 and 2019 were $0.9 million and $0.1 million, respectively.

Restricted Stock Units: The Company grants time-based and performance-based restricted stock units as a component of executive and key employee compensation. Expense for restricted stock unit grants is recognized on a straight-line basis for the service period of the stock award based upon fair value of the award on the date of grant. The fair value of the restricted stock unit grants is the quoted market price for the Company’s common stock on the date of grant. These restricted stock units are either time vested or vest following the third fiscal year from the date of grant subject to cumulative diluted earnings per share targets over the eligible period.

Beginning in fiscal year 2020, the annual performance-based award for the Company’s non-employee directors was replaced with an annual grant of restricted stock units valued at $50,000 that vest after one year. The restricted stock unit grants to non-employee directors were made in September 2019.

Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the number of units that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis over the requisite service period for the entire award.

The Company achieved 131% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 25, 2017 and as a result, issued 108 shares of common stock to executive officers and certain key employees during the first quarter of fiscal year 2020. The following table summarizes the non-vested restricted stock units outstanding as of December 28, 2019:

		Total	Grant Date		Estimated
		Number	Fair		Level of
Date	Measurement	of Units	Value		Achievement at
Granted	Period	Outstanding	Per Unit		December 28, 2019
April 2017	April 2017 – March 2020	62	$	12.90	88% of target level
April 2018	April 2018 – March 2021	1	$	15.65	Time Vested
May 2018	April 2018 – March 2021	23	$	15.30	90% of target level
May 2018	April 2018 – March 2021	23	$	15.30	Time Vested
October 2018	October 2018 – September 2027	10	$	20.81	Time Vested
March 2019	April 2019 – March 2022	24	$	23.50	100% of target level
March 2019	April 2019 – March 2022	24	$	23.50	Time Vested
August 2019	August 2019 – August 2022	1	$	23.00	Time Vested
September 2019	September 2019 – September 2020	18	$	22.76	Time Vested

Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $0.6 million and $0.8 million, during the first nine months of fiscal years 2020 and 2019, respectively. As of December 28, 2019, unearned compensation to be recognized over the grants’ respective service periods totaled $1.6 million.

Stock Options: The Company grants stock options to employees and directors equal to the quoted market price of the Company’s stock at the date of the grant. The fair value of stock options is estimated using the Black-Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term of the option. Expense for stock options is recognized on a straight-line basis over the requisite service period for each award. Options vest either immediately or over a period of up to five years using a straight-line basis and expire either five years or ten years from the date of grant.

The following table summarizes the Company’s options as of and for the first nine months of fiscal year 2020:

			Weighted		Weighted
			Average		Average
	Number		Exercise		Remaining	Aggregate
	Of		Price Per		Contractual	Intrinsic
	Shares		Share		Term (in years)	Value
Outstanding as of March 30, 2019	291		$	11.16

Granted	15			25.06
Exercised	(154	)		9.15
Outstanding as of December 28, 2019	152		$	14.57	4	$	2,568
Exercisable as of December 28, 2019	117		$	12.16	3	$	2,302

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of fiscal year 2020 and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all holders exercised their options on December 28, 2019. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

Total expense related to stock options was less than $0.1 million during the first nine months of fiscal year 2020. There was no expense related to stock options during the first nine months of fiscal year 2019. Total unrecognized compensation cost related to non-vested stock options as of December 28, 2019 was $0.2 million, which is expected to be recognized over a period of five years. The aggregate intrinsic value of stock options exercised in the first nine months of fiscal year 2020 was $3.5 million. Cash received from the exercise of options in the first nine months of fiscal year 2020 was $1.4 million. There were no stock options exercised during the first nine months of fiscal year 2019.