We maintain a long-term incentive plan whereby eligible employees and non-employee directors may be granted non-qualified service condition stock options, non-qualified market condition stock options, restricted stock awards and restricted stock units. We grant share-based awards to continue to attract and retain employees and to better align employees’ interests with those of our shareholders. Monro issues new shares of Common Stock upon the exercise of stock options.

Share-based compensation expense included in cost of sales and OSG&A expense in Monro’s Consolidated Statements of Income and Comprehensive Income for 2021, 2020 and 2019 was $2.4 million, $3.8 million and $4.0 million, respectively, and the related income tax benefit for each year was $0.6 million, $0.9 million and $1.0 million, respectively.

Monro currently grants stock option awards and restricted stock under the 2007 Incentive Stock Option Plan (the “2007 Plan”), as amended and restated effective August 2017. At March 27, 2021, there were a total of 5,001,620 shares and 1,064,945 shares that were authorized and available for grant under the 2007 Plan, respectively.

Generally, employee options vest over a four year period, and have a duration of six years. Outstanding options are exercisable for various periods through March 2027.



Stock Option Activity				Weighted-average
				Remaining
	Stock		Weighted-average	Contractual		Aggregate Intrinsic
	Options		Exercise Price	Term (years)		Value ^(a)
Outstanding as of March 28, 2020	802,766	$	58.55
Granted	166,193		55.29
Exercised	(130,998)		47.93
Canceled	(324,094)		56.14
Outstanding as of March 27, 2021	513,867	$	61.75	3.12	$	3,483,001
Vested and exercisable as of March 27, 2021	286,549	$	61.30	1.93	$	1,805,603

(a)Total shares valued at the market price of the underlying stock as of March 27, 2021 less the exercise price.

As of March 27, 2021, the total unrecognized compensation expense related to unvested stock option awards was $2.7 million, which is expected to be recognized over a weighted average period of approximately three years. The weighted-average grant date fair value of options granted during 2021, 2020 and 2019 was $12.53, $18.92 and $15.44, respectively. The total fair value of stock options vested during 2021, 2020 and 2019 was $2.0 million, $2.0 million and $2.8 million, respectively.


Stock Option Exercises
(millions)		2021		2020		2019
Total intrinsic value of stock options exercised	$	1.5	$	2.9	$	7.4
Cash received for exercise price		6.3		6.2		14.6
Income tax benefit		—		0.4		1.0



Stock Options Outstanding	Options Outstanding				Options Exercisable
and Exercisable		Weighted-				Weighted-
		average		Weighted-		average		Weighted-
	Shares	Remaining		average	Shares	Remaining		average
	Outstanding	Contractual		Exercise	Exercisable	Contractual		Exercise
Range of Exercise Prices	at 3/27/2021	Term (years)		Price	at 3/27/2021	Term (years)		Price
$40.71 - $55.15	129,817	3.77	$	50.86	53,993	2.35	$	47.88
$55.16 - $57.78	131,696	2.93		56.97	66,393	0.86	$	57.28
$57.79 - $66.90	134,126	2.36		64.38	113,151	2.03	$	64.37
$66.91 - $87.17	118,228	3.49		76.04	53,012	2.62	$	73.44

Monro issues restricted stock to certain members of senior management as well as non-employee directors of the Company. Restricted stock units represent shares issued upon vesting in the future whereas restricted stock awards represent shares issued upon grant that are restricted. The fair value for restricted stock units and restricted stock awards is calculated based on the stock price on the date of grant. Restricted stock units do not have voting rights but earn dividends during the vesting period. The recipients of the restricted stock awards have voting rights and earn dividends during the vesting period. The dividends are paid to the recipient at the time the restricted stock becomes vested. If the recipient leaves Monro prior to the vesting date for any reason, the shares of restricted stock and the dividends accrued on those shares will be forfeited and returned to Monro. The restricted stock units and awards vest equally over three years or four years. In 2020 and 2019, the Company issued a limited number of restricted stock units to members of senior management which may vest upon the achievement of a three year average return on invested capital target.

Subsequent to fiscal 2021, the Company granted 40,000 restricted stock units in connection with the appointment of its new President and Chief Executive Officer effective April 5, 2021. The restricted stock units will vest upon time or the Company’s common stock price meeting certain market conditions between April 2021 and December 2023.



Non-vested Restricted Stock Activity			Weighted-average
	Restricted Stock		Grant-date
	Shares		Fair Value per Share
Outstanding as of March 28, 2020	55,730	$	64.96
Granted	35,019		52.75
Vested	(26,333)		56.52
Forfeited	(12,703)		63.90
Outstanding as of March 27, 2021	51,713	$	61.24

As of March 27, 2021, the total unrecognized compensation expense related to unvested restricted stock shares was $1.4 million, which is expected to be recognized over a weighted average period of approximately two years. The weighted-average grant date fair value of restricted stock shares granted during 2021, 2020 and 2019 was $52.75, $75.33 and $67.80, respectively. The total fair value of restricted stock shares vested during 2021, 2020 and 2019 was $1.4 million, $1.8 million and $1.0 million, respectively.