STOCK-BASED COMPENSATION | 7. STOCK-BASED In May 2020, shareholders approved the DIRTT Environmental Solutions Ltd. Long-Term Incentive Plan (the “2020 LTIP”) at the annual and special meeting of shareholders. The 2020 LTIP gives the Company the ability to award options, share appreciation rights, restricted share units, restricted shares, dividend equivalent rights granted in connection with restricted share units, vested share awards, and other share-based awards and cash awards to eligible employees, officers, consultants and directors of the Company and its affiliates. In accordance with the 2020 LTIP, the sum of (i) 5,850,000 common shares plus (ii) the number of common shares subject to stock options previously granted under the Company’s Amended and Restated Incentive Stock Option Plan (the “Stock Option Plan”) that, following May 22, 2020, expire or are cancelled or terminated without having been exercised in full have been reserved for issuance under the 2020 LTIP. As at September 30, 2020, 4,091,462 common shares were available for issuance under the 2020 The Company also maintains the DIRTT Environmental Solutions Ltd. Deferred Share Unit Plan for Non-Employee Directors pursuant to which deferred share units (“DSUs”) are granted to the Company’s non-employee directors. Prior to the approval of the 2020 LTIP, the Company granted awards of options under the Stock Option Plan and awards of performance share units (“PSUs”) under the DIRTT Environmental Solutions Ltd. Performance Share Unit Plan (the “PSU Plan”). Following the approval of the 2020 LTIP, no further awards will be made under either the Stock Option Plan or the PSU Plan, but both remain in place to govern the terms of any awards that were granted pursuant to such plans and remain outstanding. Stock-based compensation expense For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Options 216 (2,573 ) 1,105 1,890 Performance share units ("PSUs") 10 110 8 189 Deferred share units ("DSUs") 182 74 139 324 Restricted share units ("RSUs") 306 - 348 - 714 (2,389 ) 1,600 2,403 Options During the three and nine months ended September 30, 2019, the Company accounted for the fair value of outstanding options at the end of the reporting period as a liability, with changes in the liability recorded through net income as a stock-based compensation fair value adjustment (“cash- settlement”). On October 9, 2019, following its listing on Nasdaq, the Company ceased optional cash-settlement of options and the associated liability accounting for options. For the three and nine months ended September 30, 2019, the Company paid $0.3 million and $3.6 million respectively on the surrender and cash settlement of options. The following summarizes options granted, exercised, surrendered, forfeited and expired during the Number of Weighted average option s exercise price C $ Outstanding at December 31, 2018 6,858,376 5.88 Granted 1,359,824 7.51 Surrendered for cash (1,544,151 ) 4.95 Exercised (21,045 ) 4.81 Forfeited (243,761 ) 6.22 Expired (119,336 ) 5.63 Outstanding at September 30, 2019 6,289,907 6.51 Outstanding at December 31, 2019 6,156,652 6.49 Forfeited (1,154,956 ) 6.29 Expired (220,330) 6.81 Outstanding at September 30, 2020 4,781,366 6.52 Exercisable at September 30, 2020 2,060,626 6.35 Range of exercise prices of options outstanding at September 30, 2020: Options outstandin g Options exercisabl e Weighted Weighted Weighted Weighted average average average average Number remaining exercise Number remaining exercise Range of exercise prices outstandin g lif e price C $ exercisabl e lif e price C $ C$4.01 – C$5.00 22,537 4.14 4.12 - C$5.01 – C$6.00 670,986 1.39 5.76 670,986 1.39 5.76 C$6.01 – C$7.00 3,301,982 3.04 6.38 1,127,089 3.18 6.45 C$7.01 – C$8.00 785,861 3.63 7.84 262,551 3.63 7.84 Total 4,781,366 2,060,626 PSUs As at September 30, 2020, there were 197,471 PSUs outstanding (December 31, 2019 – 223,052) accounted for at a value of $0.03 million (December 31, 2019 – $0.2 million) which is included in long-term debt and other liabilities on the balance sheet. DSUs As at September 30, 2020, there were 327,444 DSUs outstanding (December 31, 2019 – 132,597) accounted for at a value of $0.5 million, which is included in current portion of other liabilities on the balance sheet (December 31, 2019 – $0.4 million). RSUs On June 17, 2020, the Company granted 2,578,971 RSUs and an additional 25,566 RSUs were granted on August 3, 2020. Of the RSUs granted, 2,404,537 RSUs have an aggregate time-based vesting period of three years and vest one third every year over a three-year period from the date of grant. At the end of a three-year term, the RSUs will be settled by way of the provision of cash or shares to employees (or a combination thereof), at the discretion of the Company. The fair values of the June 17, 2020 and August 3, 2020 RSU grants were determined to be C$1.89 and C$2.16, respectively, which was the volume weighted average price of the Company’s common shares on the respective grant date. During the third quarter of 2020, 3,879 RSUs were forfeited. Of the RSUs granted, 200,000 RSUs were granted to an executive with service and performance-based conditions for vesting (the “Performance RSUs”). If the Company’s share price increases to C$3.00 for 20 consecutive trading days within three years of the grant date, then 50% (100,000) of the Performance RSUs will vest at the end of the three-year service period. If the Company’s share price increases to C$4.00 for 20 consecutive trading days within three years of the grant date, 100% (200,000) of the Performance RSUs will vest at the end of the three-year service period. If the Company’s share price increases to C$6.00 for 20 consecutive trading days within three years of the grant date, then 150% (300,000) of the Performance RSUs will vest at the end of the three-year service period. The grant date fair value of the Performance RSUs were valued using the Monte Carlo valuation method and determined to have a weighted average grant date fair value of C$1.70. Dilutive instruments For the three and nine months ended September 30, 2020, 4.8 million options (2019 – 4.3 million) and 4.8 million options (2019 – 3.4 million) and 2.7 million RSUs (2019 – nil) respectively, were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive to the net income (loss) per share. |