Employee Benefit Plans

12 Months Ended

Dec. 28, 2019

Share-based Payment Arrangement [Abstract]

Deferred Compensation and Savings Plans. The Company has a defined contribution savings plan (the "401(k) Plan") for substantially all U.S.-based full-time employees of the Company, which includes a Roth 401(k) option. The Company's common stock is one of several investment alternatives available under the 401(k) Plan. The Company has a discretionary match for the 401(k) Plan. After 90 days of service (minimum of 250 hours worked), the Company matches 50% of employee contributions up to 8% of their compensation. Matching contributions made by the Company to the 401(k) Plan totaled approximately $3.2 million, $2.8 million and $2.9 million for fiscal years 2019, 2018 and 2017, respectively. The Company also has the right to make additional matching contributions not to exceed 15% of employee compensation. The Company did not make any additional matching contributions during fiscal years 2019, 2018 and 2017.

Under the Fossil Group, Inc. and Affiliates Deferred Compensation Plan (the "Deferred Plan") eligible participants may elect to defer up to 50% of their salary or up to 100% of any bonuses paid pursuant to the terms and conditions of the Deferred Plan. In addition, the Company may make employer contributions to participants under the Deferred Plan from time to time. The Company made no contributions to the Deferred Plan during fiscal years 2019, 2018 and 2017. In prior periods, the Company made payments pursuant to the Deferred Plan into a Rabbi Trust. The funds held in the Rabbi Trust are directed to certain investments available through life insurance products. The Company had assets of $5.2 million and $4.4 million related to the Company's invested balances recorded in intangible and other assets—net and liabilities of $4.6 million and $3.9 million related to the participants' invested balances recorded in accrued expenses—other, each on the Company's consolidated balance sheets at the end of fiscal years 2019 and 2018, respectively.

Stock-Based Compensation Plans. The Company’s grants under its current stock-based compensation plans generally include: (i) stock options, restricted stock units, and performance restricted stock units for its international employees, (ii) restricted stock units for its nonemployee directors, and (iii) stock appreciation rights, performance stock appreciation rights, restricted stock, restricted stock units, and performance restricted stock units for its U.S.-based employees. As of December 28, 2019, the Company had approximately $18.7 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company's stock based compensation plans. This cost is expected to be recognized over a weighted-average period of approximately 1.4 years. All time-based or performance-based stock appreciation rights and restricted stock units are settled in shares of the Company's common stock.

Long-Term Incentive Plans. An aggregate of 3,000,000 shares of the Company's common stock were reserved for issuance pursuant to the Company's 2016 Long-Term Incentive Plan ("2016 LTIP"), adopted in March 2016. Pursuant to the First Amendment to the Company’s 2016 Long-Term Incentive Plan, which was approved by our shareholders on May 23, 2018, the number of shares of the Company’s common stock authorized for issuance under the Company’s 2016 Long-Term Incentive Plan, as amended (the “2016 Plan”), was increased from 3,000,000 to 10,288,468, such additional shares consisting of (i) 5,000,000 additional shares of common stock and (ii) up to 2,288,468 shares of common stock subject to awards under the

Company’s 2008 Long-Term Incentive Plan (the “2008 Plan”) that were outstanding on March 31, 2018 and, on or after March 31, 2018, are forfeited, expire or are canceled.

Under the 2016 Plan, designated employees of the Company, including officers, certain contractors, and outside directors of the Company, are eligible to receive (i) stock options, (ii) stock appreciation rights, (iii) restricted or non-restricted stock awards, (iv) restricted stock units, (v) performance awards, (vi) cash awards, or (vii) any combination of the foregoing. The 2016 Plan is administered by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"). Each award issued under the 2016 Plan terminates at the time designated by the Compensation Committee, not to exceed ten years. The current outstanding stock options, stock appreciation rights, performance stock appreciation rights, restricted stock, restricted stock units and performance restricted stock units issued under the 2016 Plan predominantly have original vesting periods of three years. Time-based or performance-based stock appreciation rights and restricted stock units are predominately settled in shares of the Company's common stock. On the date of the Company’s annual stockholders meeting, each nonemployee director automatically receives restricted stock units with a fair market value of approximately $130,000, which vest 100% on the earlier of one year from the date of grant or the date of the Company's next annual stockholders meeting, provided such director is providing services to the Company or a subsidiary of the Company on that date. Notwithstanding the foregoing, the Company’s Board of Directors elected to take a one-time 25% reduction of such annual grant in 2019 and 2018, and each nonemployee director thus received a grant on May 22, 2019 of restricted stock units with a fair market value of approximately $97,500.

Stock Options, Stock Appreciation Rights and Performance Stock Appreciation Rights. The fair value of stock options, stock appreciation rights and performance stock appreciation rights granted under the Company's stock-based compensation plans were estimated on the date of grant using the Black-Scholes option pricing model.

The expected term of the stock options represents the estimated period of time until exercise and is based on historical experience of similar awards. Expected stock price volatility is based on the historical volatility of the Company’s common stock. The risk‑free interest rate is based on the implied yield available on U.S. Treasury securities with an equivalent remaining term. The Company did not issue stock options, stock appreciation rights and performance stock appreciation rights in fiscal years 2019, 2018 and 2017.

The following table summarizes stock option, stock appreciation rights and performance stock appreciation rights activity:



Stock Options and Stock Appreciation Rights	Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
	in thousands					in thousands
Outstanding at December 31, 2016	2,287		$	50.58	6.2	$	627
Granted	—		—
Exercised	(13	)	13.65			35
Forfeited or expired	(97	)	67.99
Outstanding at December 30, 2017	2,177		50.01		5.3	—
Granted	—		—
Exercised	(21	)	14.46			37
Forfeited or expired	(226	)	59.58
Outstanding at December 29, 2018	1,930		49.25		1.3	37
Granted	—		—
Exercised	(13	)	13.65			18
Forfeited or expired	(1,408	)	39.84
Outstanding at December 28, 2019	509		76.13		2.5	—
Exercisable at December 28, 2019	509		$	76.13	2.5	$	—

The aggregate intrinsic value in the table above is before income taxes and is based on the exercise price for outstanding and exercisable options/rights at December 28, 2019 and based on the fair market value of the Company's common stock on the exercise date for options/rights that were exercised during the fiscal year.

Stock Options, Stock Appreciation Rights and Performance Stock Appreciation Rights Outstanding and Exercisable. The following tables summarize information with respect to stock options, stock appreciation rights and performance stock appreciation rights outstanding and exercisable at December 28, 2019:



Stock Options Outstanding					Stock Options Exercisable
Range of Exercise Prices	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Number of Shares	Weighted- Average Exercise Price
	in thousands				in thousands
$29.49 - $47.99	33	38.40		0.2	33	38.40
$55.04 - $83.83	64	81.40		1.2	64	81.40
$95.91 - $131.46	87	128.04		2.1	87	128.04
Total	184	$	95.63	1.5	184	$	95.63



Stock Appreciation Rights Outstanding					Stock Appreciation Rights Exercisable
Range of Exercise Prices	Number of Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Number of Shares	Weighted- Average Exercise Price
	in thousands				in thousands
$29.49 - $47.99	182	42.30		3.8	182	42.30
$55.04 - $83.83	77	78.92		2.5	77	78.92
$95.91 - $131.46	66	111.90		1.6	66	111.90
Total	325	$	65.08	3.0	325	$	65.08

Restricted Stock, Restricted Stock Units and Performance Restricted Stock Units. The following table summarizes restricted stock, restricted stock unit and performance restricted stock unit activity:



Restricted Stock, Restricted Stock Units and Performance Restricted Stock Units	Number of Shares		Weighted-Average Grant Date Fair Value Per Share
	in thousands
Nonvested at December 31, 2016	1,405		$	40.41
Granted	2,381		14.81
Vested	(479	)	44.79
Forfeited	(326	)	25.62
Nonvested at December 30, 2017	2,981		$	20.84
Granted	1,456		14.35
Vested	(1,040	)	25.21
Forfeited	(386	)	19.87
Nonvested at December 29, 2018	3,011		$	17.86
Granted	1,008		13.01
Vested	(1,293	)	17.92
Forfeited	(397	)	21.49
Nonvested at December 28, 2019	2,329		$	15.16

The total fair value of shares/units vested during fiscal years 2019, 2018 and 2017 was $17.6 million, $16.6 million and $6.3 million, respectively.

Other Retirement Plans. The Company maintains a defined benefit plan for its employees located in Switzerland. The plan is funded through payments to an insurance company. The payments are determined by periodic actuarial calculations. During fiscal years 2019, 2018 and 2017, the Company recorded pension gains (expenses) of $0.7 million, $(0.6) million and $(1.8) million, respectively, related to this plan. The liability for the Company's defined benefit plan was $17.0 million and $9.5 million at the end of fiscal years 2019 and 2018, respectively. This liability is recorded in other long-term liabilities on the Company's consolidated balance sheets.

Under French law, the Company is required to maintain a defined benefit plan for its employees located in France, which is referred to as a "retirement indemnity." The amount of the retirement indemnity is based on the employee's last salary and duration of employment with the Company. The employee's right to receive the retirement indemnity is subject to the employee remaining with the Company until retirement. During fiscal years 2019, 2018 and 2017, the Company recorded pension gains (expenses) of $(0.4) million, $0.4 million and $0.7 million, respectively, for its retirement indemnity obligations. The liability for the Company's retirement indemnity was $1.2 million and $0.8 million at the end of fiscal years 2019 and 2018, respectively. This liability is recorded in other long-term liabilities on the Company's consolidated balance sheets.