Stock-based awards are provided to certain employees under the terms of
our 2020 Stock Incentive Plan and to
non-employee directors under the terms of our 2015 Non-Employee Director
Stock Incentive Plan (together, the
The Plans are administered by the Compensation Committee of the Board
of Directors (the
Historically, equity-based awards to our employees have been granted solely in the
form of time-based and performance-based restricted stock units (“RSUs”)
with the exception of our 2021 plan year
in which non-qualified stock options were issued in place of performance-based
In 2022, we granted time-
based and performance-based RSUs, as well as non-qualified stock
For our 2023 plan year, we returned to
granting our employees equity-based awards solely in the form of time-based
and performance-based RSUs.
non-employee directors receive equity-based awards solely in the form
of time-based RSUs.
RSUs are stock-based awards granted to recipients with specified vesting provisions.
In the case of RSUs, common
stock is delivered on or following satisfaction of vesting conditions.
We issue RSUs to employees that primarily
vest (i) solely based on the recipient’s continued service over time, primarily with
-year cliff vesting and/or (ii)
based on achieving specified performance measurements and the recipient’s continued service over time, primarily
-year cliff vesting.
RSUs granted to our non-employee directors primarily are granted
For these RSUs, we recognize the cost as compensation expense on
a straight-line basis.
With respect to time-based RSUs, we estimate the fair value based on our closing stock price on the date of
With respect to performance-based RSUs, the number of shares that ultimately vest and are
received by the
recipient is based upon our performance as measured against specified
targets over a specified period, as
determined by the Compensation Committee.
Although there is no guarantee that performance targets will be
achieved, we estimate the fair value of performance-based RSUs based on
our closing stock price at time of grant.
Each of the Plans provide for certain adjustments to the performance
measurement in connection with awards under
With respect to the performance-based RSUs granted under our 2020 Stock Incentive Plan, such
performance measurement adjustments relate to significant events, including,
without limitation, acquisitions,
divestitures, new business ventures, certain capital transactions (including share
repurchases), differences in
budgeted average outstanding shares (other than those resulting from capital
transactions referred to above),
restructuring costs, if any, certain litigation settlements or payments, if any, changes in accounting principles or in
applicable laws or regulations, changes in income tax rates in certain
markets, foreign exchange fluctuations, the
financial impact either positive or negative, of the difference in projected earnings
generated by COVID-19 test kits
(solely with respect to performance-based RSUs granted in the 2022 and
2023 plan years) and impairment charges
(solely with respect to performance-based RSUs granted in the 2023 plan
year), and unforeseen events or
circumstances affecting us.
Over the performance period, the number of shares of common stock that will
ultimately vest and be issued and the
related compensation expense is adjusted upward or downward based upon our
estimation of achieving such
The ultimate number of shares delivered to recipients and
the related compensation cost
recognized as an expense will be based on our actual performance metrics
as defined under the Plans.
Stock options are awards that allow the recipient to purchase shares of our
common stock at a fixed price following
vesting of the stock options.
Stock options were granted at an exercise price equal to our closing stock
price on the
date of grant.
Stock options issued in 2021 and 2022 vest
per year based on the recipient’s continued
service, subject to the terms and conditions of the 2020 Stock Incentive Plan,
are fully vested
grant date and have a contractual term of
from the grant date, subject to earlier termination of the term
upon certain events.
Compensation expense for these stock options is recognized
using a graded vesting method.
We estimated the fair value of stock options using the Black-Scholes valuation model.
During the three months
ended April 1, 2023 we did
t grant any stock options.