Stock-Based Compensation

Stock purchase plans

2008 Employee Stock Purchase Plan

We maintain the 2008 Employee Stock Purchase Plan, as amended (“ESPP”) under which participating employees may annually contribute up to 10% of their gross compensation, subject to certain limitations, to purchase shares of our common stock at 85% of its fair market value on the purchase date at the end of each six-month purchase period. To be eligible to participate in the ESPP, an employee must, among other requirements, be employed by the Company on both the offering enrollment and purchase dates, and be employed customarily for at least 20 hours per week and at least five months per calendar year. As of April 3, 2015, 25 million shares have been issued under this plan and 45 million shares remained available for future issuance.

Stock award plans

2000 Director Equity Incentive Plan

Our stockholders approved the 2000 Director Equity Incentive Plan and subsequent amendments which reserved 200,000 shares of common stock for issuance thereunder. The purpose of this plan is to provide the members of the Board of Directors with an opportunity to receive common stock for all or a portion of the retainer payable to each director for serving as a member. Each director may elect any portion up to 100% of the retainer to be paid in the form of stock. As of April 3, 2015, a total of 135,000 shares have been issued under this plan and 65,000 shares remained available for future issuance.

2004 and 2013 Equity Incentive Plans

Under both the 2013 Equity Incentive Plan ("2013 Plan") and the 2004 Equity Incentive Plan ("2004 Plan") (collectively “the Equity Plans”), the Company has granted incentive and nonqualified stock options, stock appreciation rights, RSUs, restricted stock awards, and performance-based awards to employees, officers, directors, consultants, independent contractors, and advisors to us. These may also be granted to any parent, subsidiary, or affiliate of ours. The purpose of the Equity Plans has been to attract, retain, and motivate eligible persons whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance through equity awards. RSUs granted prior to November 2014 generally vest over a four-year period, whereas RSUs granted thereafter generally vest over a three-year period.

Effective as of the first quarter of 2013, following Board of Directors' approval, all RSUs and performance-based awards granted under the Equity Plans have dividend equivalent rights (“DER”) which entitle participants to the same dividend value per share as holders of Company’s Common Stock. The DER are to be paid in the form of cash upon vesting for each share of the underlying award, and are subject to the same terms and conditions as the underlying award.

Upon adoption, our stockholders approved and reserved 45 million shares of common stock for issuance under the 2013 Plan. As of April 3, 2015, 24 million shares remained available for future grant. We use restricted stock units as our primary equity awards and stock option activity is not material to the financial statements.

Stock-based compensation expense

The following table sets forth the total stock-based compensation expense recognized in our Consolidated Statements of Income.



	Year Ended
	April 3, 2015			March 28, 2014			March 29, 2013
	(In millions)
Cost of revenue	$	24		$	19		$	15
Sales and marketing	75			59			67
Research and development	65			48			50
General and administrative	31			30			32
Total stock-based compensation expense	195			156			164
Tax benefit associated with stock-based compensation expense	(55		)	(45		)	(48		)
Net stock-based compensation expense	$	140		$	111		$	116

Restricted stock units



	Number of Shares		Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Years	Aggregate Intrinsic Value
	(In millions, except per share and years data)
Outstanding at March 28, 2014	19		$	20.61
Granted	18		22.66
Vested and released	(6	)	19.27
Forfeited	(5	)	21.06
Outstanding and unvested at April 3, 2015	26		$	22.23	1.4	$	622
Expected to vest at April 3, 2015	22				1.3	$	508

The weighted-average grant date fair value per share of restricted stock granted during fiscal 2015, 2014, and 2013, including assumed restricted stock was $22.66, $23.90, and $15.74, respectively. The total fair value of restricted stock that vested and released in fiscal 2015, 2014, and 2013 was $133 million, $147 million, and $124 million, respectively.

As of April 3, 2015, total unrecognized compensation cost adjusted for estimated forfeitures related restricted stock was $368 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.5 years.

Performance-based restricted stock units

During fiscal 2015, 2014 and 2013, we granted performance-based restricted stock units ("PRUs") to certain senior level employees under our 2013 Plan and 2004 Plan. During fiscal 2015, we granted 2 million PRUs. As of April 3, 2015 and March 28, 2014, there were 2 million and 1 million PRUs unvested, respectively. The weighted-average grant date fair value per share of PRUs granted during fiscal 2015, 2014, and 2013 was $26.30, $26.03 and $16.97, respectively.

During each of fiscal 2015, 2014 and 2013, we recognized $13 million of compensation cost related to PRUs and performance-contingent stock units ("PCSUs"). As of April 3, 2015, total unrecognized compensation cost related to the PRUs was approximately $18 million, which is expected to be recognized over the remaining weighted-average period of 1.8 years. No PCSUs were granted during fiscal 2015 and none remained unvested as of April 3, 2015.

Shares reserved

We reserved the following shares of authorized but unissued common stock:



	April 3, 2015
	(In millions)
Stock purchase plans	45
Stock award plans	53
Total	98