The Company’s Amended and Restated 2003 Plan provides for the granting of stock options, stock appreciation rights (SARs), dividend equivalent rights, restricted stocks, restricted stock units, performance units and performance shares, the vesting of which may be time-based or upon satisfaction of performance criteria or other conditions.

As of July 1, 2023, the Company had 8.7 million shares subject to (i) Full Value Awards (defined below) issued and outstanding under the Amended and Restated 2003 Plan and (ii) stock options grant made in connection with the new CEO appointment in fiscal 2016. The exercise price for stock options is equal to the fair value of the underlying stock at the date of grant. The Company issues new shares of common stock upon exercise of stock options.

In June 1998, the Company adopted the ESPP, which became effective August 1, 1998 and provides eligible employees with the opportunity to acquire an ownership interest in the Company through periodic payroll deductions and provides a discounted purchase price as well as a look-back period. The ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986. As of July 1, 2023, 1.5 million shares remained available for issuance. The ESPP as amended provides for a 15% discount with a look-back period of six months.

The Company's stock-based compensation includes a combination of time-based RSUs and performance- based MSUs and PSUs. RSUs are granted without an exercise price and are converted to shares immediately upon vesting. When converted into shares upon vesting, shares equivalent in value to the minimum withholding taxes liability on the vested shares are withheld by the Company for the payment of such taxes. For performance-based awards, shares attained over target upon vesting are reflected as awards granted during the period.

Time-based RSU awards will generally vest in annual installments over a period of three to four years subject to the employees’ continuing service to the Company. The Company's performance-based MSU and PSU awards may include performance conditions, market conditions, time-based service conditions or a combination thereof and are generally expected to vest over one to four years. In addition, the actual number of shares awarded upon vesting of performance-based grants may vary from the target shares depending upon the achievement of the relevant performance or market-based conditions.


	Years Ended
	July 1, 2023		July 2, 2022		July 3, 2021
Cost of revenue	$	4.8	$	5.2	$	4.8
Research and development	8.6		8.6		8.9
Selling, general and administrative	37.8		38.5		34.6
Total stock-based compensation expense	$	51.2	$	52.3	$	48.3

There has been no activity for stock-based compensation expense related to stock options during the fiscal years ended July 1, 2023, July 2, 2022, and July 3, 2021. The following table summarizes outstanding and exercisable options as of July 1, 2023 all of which have been fully amortized and recognized since before June 29, 2019.



	Options Outstanding						Options Exercisable
Exercise Price	Number of Shares	Weighted Average Remaining Contractual Term (years)	Weighted Average Exercise Price		Aggregate Intrinsic Value (millions)		Number of Shares	Weighted Average Remaining Contractual Term (years)	Weighted Average Exercise Price		Aggregate Intrinsic Value (millions)
$5.95	1,180,257	0.62	$	5.95	$	6.3	1,180,257	0.62	$	5.95	$	6.3

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $11.33 as of July 1, 2023, which would have been received had the options been exercised as of that date. The total number of in-the-money options exercisable as of July 1, 2023 was 1.2 million.

The expense related to the ESPP is recorded on a straight-line basis over the relevant subscription period. During fiscal 2023, the Company issued shares of 435,195 and 292,910 on January 31, 2023 and July 31, 2022, respectively, as part of the ESPP. As of July 1, 2023, there was $0.2 million of unrecognized stock-based compensation cost related to the ESPP that remains to be amortized. The cost will be recognized in the first quarter of fiscal 2024.




	Full Value Awards
	Performance Shares(1)	Non-Performance Shares	Total Number of Shares	Weighted-average Grant-dated Fair Value


































Non-vested June 27, 2020	1.0	5.1	6.1	$	12.97
Awards granted	1.3	3.3	4.6	$	14.15
Awards vested	(0.6)	(3.1)	(3.7)	$	12.58
Awards forfeited	(0.2)	(0.5)	(0.7)	$	13.83
Non-vested July 3, 2021	1.5	4.8	6.3	$	13.98
Awards granted	0.4	2.4	2.8	$	16.95
Awards vested	(0.4)	(2.2)	(2.6)	$	13.38
Awards forfeited	(0.1)	(0.2)	(0.3)	$	14.64
Non-vested July 2, 2022	1.4	4.8	6.2	$	15.55
Awards granted	0.9	3.1	4.0	$	14.35
Awards vested	(0.6)	(1.8)	(2.4)	$	15.23
Awards forfeited	—	(0.3)	(0.3)	$	14.78
Non-vested July 1, 2023	1.7	5.8	7.5	$	15.06

(1) Performance Shares refer to the Company’s MSU and PSU awards, where the actual number of shares awarded upon vesting may be higher or lower than the target amount depending on the achievement of the relevant market conditions and performance goal achievement. The majority of MSUs vest in equal annual installments over three to four years based on the attainment of certain total shareholder performance measures and the employee’s continued service through the vest date. The aggregate grant-date fair value of MSUs granted during fiscal 2023, 2022 and 2021 was estimated to be $11.4 million, $7.9 million and $15.6 million, respectively, and was calculated using a Monte Carlo simulation. The fair value of PSU awards granted in fiscal 2021 was $2.0 million. The Company did not grant any PSU awards in fiscal 2023 and 2022. PSU awards vest based on the attainment of certain performance measures and the employee’s continued service through the vest date.

As of July 1, 2023, $60.1 million of unrecognized stock-based compensation cost related to Full Value Awards remains to be amortized. That cost is expected to be recognized over the remaining amortization period of 1.6 years.

The Company estimates the fair value of time-based RSU awards based on the closing market price of the Company’s common stock on the date of grant. In the case of PSUs that are performance-based awards without a market condition, the Company will estimate the fair value of the awards using a probability weighted model. In the case of MSUs or PSUs, that are performance-based awards and include a market condition, the Company will estimate the fair value of the awards using a combination of the closing market price of the Company’s common stock on the grant date and the Monte Carlo simulation model. The weighted-average assumptions used to measure fair value of performance-based awards with a market condition were as follows:






	Years Ended
	July 1, 2023		July 2, 2022		July 3, 2021
Volatility of common stock	31.2	%	33.8	%	38.5	%
Average volatility of peer companies	62.1	%	58.7	%	65.7	%
Average correlation coefficient of peer companies	0.3111		0.3442		0.3653
Risk-free interest rate	3.4	%	0.2	%	0.3	%

The Company did not issue stock option grants during the fiscal years ended July 1, 2023, July 2, 2022 and July 3, 2021. The Company estimates the fair value ESPP purchase rights using a BSM valuation model. The fair value is estimated on the date of grant using the BSM option valuation model with the following weighted-average assumptions:

Expected Term: The Company's expected term for stock options was calculated utilizing the simplified method in accordance with the authoritative guidance. The Company used the simplified method as the Company does not have sufficient historical share option exercise data due to the limited number of shares granted as well as changes in the Company's business following the separation from Lumentum, rendering existing historical experience less reliable in formulating expectations for current grants. The Company’s purchase right period is six months under the ESPP.

Expected Volatility: The expected volatility for stock options was based on the historical volatility of the Company's common stock and its peers. The expected volatility for ESPP purchase rights was based on the historical volatility of its stock price with a similar expected term.

Risk-Free Interest Rate: The Company bases the risk-free interest rate used in the BSM valuation method on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term.