11. Stock-Based Compensation Plans

2014 Performance Incentive Plan

On October 23, 2014, the Company’s stockholders approved the 2014 Plan. The 2014 Plan replaced the Resources Connection, Inc. 2004 Performance Incentive Plan and the 1999 Long Term Incentive Plan (the “Prior Stock Plans”). The effective date of the 2014 Plan is September 3, 2014 and, unless terminated earlier by the board of directors, will terminate on September 2, 2024. Under the terms of the 2014 Plan, the Company’s board of directors or one or more committees appointed by the board of directors will administer the 2014 Plan. The board of directors has delegated general administrative authority for the 2014 Plan to the Compensation Committee of the board of directors.

The administrator of the 2014 Plan has broad authority to, among other things, select participants and determine the type(s) of award(s) that they are to receive, and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award. Persons eligible to receive awards under the 2014 Plan include officers or employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants and advisors to the Company or any of its subsidiaries.

The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2014 Plan equals the sum of: (1) 2,400,000 shares, plus (2) the number of shares subject to stock options granted under the Prior Stock Plans and outstanding as of September 3, 2014 (the date at which the Prior Stock Plans terminated), which expire, or for any reason are cancelled or terminated, after that date without being exercised, plus (3) the number of shares subject to restricted stock, restricted stock units and other full-value awards granted under the Prior Stock Plans that were outstanding and unvested as of September 3, 2014, which are forfeited, terminated, cancelled, or otherwise reacquired after that date without having become vested. As of May 25, 2019, 1,595,000 shares were available for award grant purposes under the 2014 Plan, subject to future increases as described in (2) and (3) above and subject to increase as then-outstanding awards expire or terminate without having become vested or exercised, as applicable.

The types of awards that may be granted under the 2014 Plan include stock options, restricted stock, stock bonuses, performance stock, stock units, phantom stock and other forms of awards granted or denominated in the Company’s common stock or units of the Company’s common stock, as well as certain cash bonus awards. Under the terms of the 2014 Plan, the option price for the incentive stock options (“ISOs”) and nonqualified stock options (“NQSO”) may not be less than the fair market value of the shares of the Company’s stock on the date of the grant. For ISOs, the exercise price per share may not be less than 110% of the fair market value of a share of common stock on the grant date for any individual possessing more than 10% of the total outstanding stock of the Company. Stock options granted under the 2014 Plan and the Prior Stock Plans generally become exercisable over periods of one to four years and expire not more than ten years from the date of grant. The Company predominantly grants NQSOs to employees in the U.S. The Company granted 21,537 and 117,588 shares of restricted stock during the fiscal years ended May 25, 2019 and May 26, 2018, respectively.

On January 1, 2018, the Company adopted the Directors Deferred Compensation Plan, which provides the members of the Company’s board of directors who are not officers or employees of the Company the opportunity to defer certain compensation and equity awards paid or granted for their service in the form of stock units (“Stock Units”). The Stock Units are used solely as a device for determining the amount of cash benefit to eventually be paid to the director. Each has the same value as one share of Resources Connection, Inc. common stock. Stock Units must be retained until the director leaves the board of directors, at which time the cash value of the Stock Units are paid out. Additional Stock Units are credited to reflect dividends paid on shares of Resources Connection, Inc. common stock. Stock Units credited to a director pursuant to an election to defer compensation (and any dividend equivalents credited thereon) are fully vested at all times. Stock Units credited to a director pursuant to an election to defer an equity award are subject to the vesting conditions applicable to the equity award, except that dividend equivalents credited to a director with respect to such Stock Units are vested at all times. These liability classified awards are re-measured at each reporting date and on settlement using the closing price of the Company’s common stock on that date. Any change in fair value is recorded as stock-based compensation expense in the period. We recognize stock-based compensation on these Stock Units using the straight-line method over the requisite service period.

A summary of the share-based award activity under the 2014 Plan and the Prior Stock Plans follows (amounts in thousands, except weighted average exercise price):




	Share-Based	Number of		Weighted	Weighted Average
	Awards	Shares		Average	Remaining		Aggregate
	Available	Under		Exercise	Contractual Life		Intrinsic
	for Grant	Option		Price	(in years)		Value
Options outstanding at May 26, 2018	2,252	6,869	$	15.10	5.50	$	12,310
Granted, at fair market value	(1,290)	1,290		18.96
Restricted stock (1)	(54)	-		-
Exercised	-	(1,444)		13.72
Forfeited (2)	241	(240)		15.91
Expired	446	(446)		18.85
Options outstanding at May 25, 2019	1,595	6,029	$	15.95	6.06	$	5,482
Exercisable at May 25, 2019		3,547	$	15.09	4.30	$	5,051
Vested and expected to vest at May 25, 2019 (3)		5,789	$	15.86	5.93	$	5,472

(1)Amounts represent restricted shares granted. Share-based awards available for grant are reduced by 2.5 shares for each share awarded as stock grants from the 2014 Plan.

(2)Amounts represent both stock options and restricted share awards forfeited.

(3)The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to options not yet vested of 2,481,959 and 2,366,237 as of May 25, 2019 and May 26, 2018, respectively.

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $15.56 as of May 24, 2019 (the last actual trading day of fiscal 2019), which would have been received by the option holders had all option holders exercised their options as of that date.

The total pre-tax intrinsic value related to stock options exercised during the years ended May 25, 2019, May 26, 2018 and May 27, 2017 was $5.2 million, $1.7 million and $1.1 million, respectively. The total estimated fair value of stock options that vested during the years ended May 25, 2019, May 26, 2018 and May 27, 2017 was $5.4 million, $5.1 million and $3.6 million, respectively.

Valuation and Expense Information for Stock Based Compensation Plans

The following table summarizes the impact of the Company’s stock-based compensation plans. Stock-based compensation expense is included in selling, general and administrative expenses and consists of stock-based compensation expense related to employee stock options, ESPP stock purchase rights and restricted stock (in thousands, except per share amounts):



	For the Years Ended
	May 25,		May 26,		May 27,
	2019		2018		2017
Income before income taxes	$	(6,570)	$	(6,033)	$	(6,068)
Net income	$	(6,539)	$	(5,697)	$	(3,962)
Net income per share:
Basic	$	(0.21)	$	(0.19)	$	(0.12)
Diluted	$	(0.20)	$	(0.18)	$	(0.12)

The weighted average estimated fair value per share of employee stock options granted during the years ended May 25, 2019, May 26, 2018 and May 27, 2017 was $4.74, $3.61 and $3.61, respectively, using the Black-Scholes model with the following assumptions:



	For the Years Ended
	May 25, 2019	May 26, 2018	May 27, 2017
Expected volatility	31.6% - 34.7%	30.3% - 34.5%	34.6% - 38.4%
Risk-free interest rate	3.1% - 3.2%	2.1% - 2.4%	1.3% - 1.6%
Expected dividends	3.2%	3.1%	3.0%
Expected life	5.7 - 8.3 years	5.7 - 8.2 years	5.6 - 8.1 years

As of May 25, 2019, there was $8.3 million of total unrecognized compensation cost related to non-vested employee stock options granted. That cost is expected to be recognized over a weighted-average period of 1.83 years.


		Total Number
		Total Number of Shares
Unvested restricted shares outstanding at May 26, 2018		234,858
Granted		21,537
Vested		(97,017)
Forfeited		(452)
Unvested restricted shares outstanding at May 25, 2019		158,926

Stock-based compensation expense in the tables above includes compensation for restricted shares of $1.7 million, $1.4 million and $0.8 million for the years ended May 25, 2019, May 26, 2018 and May 27, 2017 respectively. At May 25, 2019, there was approximately $2.9 million of total unrecognized compensation cost related to restricted shares, which is expected to be recognized over a weighted-average period of 1.59 years. The Company recognizes compensation expense for only the portion of stock options and restricted shares that are expected to vest, rather than recording forfeitures when they occur. If the actual number of forfeitures differs from that estimated by management, additional adjustments to compensation expense may be required in future periods.

Excess income tax benefits and deficiencies from stock-based compensation are now recognized as a discrete item within the provision for income taxes in the Consolidated Statement of Operations rather than additional paid-in capital in the Consolidated Balance Sheets.

Employee Stock Purchase Plan

On October 23, 2014, the Company’s stockholders approved an amendment to the ESPP to extend the term of the ESPP through October 16, 2024, and to increase the maximum number of shares of the Company’s common stock authorized for issuance under the ESPP by an additional 1.5 million shares to a total of 5.9 million shares.

The Company’s ESPP allows qualified employees (as defined in the ESPP) to purchase designated shares of the Company’s common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. The Company issued 358,000, 339,000 and 359,000 shares of common stock pursuant to the ESPP for the years ended May 25, 2019, May 26, 2018 and May 27, 2017, respectively. There are 221,000 shares of common stock available for issuance under the ESPP as of May 25, 2019.