STOCK-BASED COMPENSATION | 7. STOCK-BASED COMPENSATION In May 2020, our 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. Upon vesting of certain LTIP awards, the Company may withhold shares as a means of meeting DIRTT’s tax withholding requirements in respect of the tax payable by award holders. To the extent the fair value of the withheld shares upon vesting exceeds the grant date fair value of the instrument, the excess amount is credited to retained earnings or deficit. 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. DSUs are settled solely in cash. 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 June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Equity-settled awards 1,285 268 2,081 931 Cash-settled awards 576 157 874 (45 ) 1,861 425 2,955 886 The following summarizes PSUs, DSUs and RSUs (as defined below) granted, exercised, forfeited and expired during the periods: RSU Time- RSU Performance- Based Based DSU PSU Number of Number of Number of Number of units units units units Outstanding at December 31, 2019 - - 132,597 223,052 Granted 2,378,971 200,000 158,133 - Forfeited - - - (25,581 ) Outstanding at June 30, 2020 2,378,971 200,000 290,730 197,471 Outstanding at December 31, 2020 2,414,066 200,000 363,664 197,471 Granted 1,897,281 878,601 57,898 - Vested (630,042 ) (169 ) (57,380 ) (9,314 ) Withheld to settle employee tax obligations (161,031 ) - - - Forfeited (116,656 ) (9,635 ) - (1,733 ) Outstanding at June 30, 2021 3,403,618 1,068,797 364,182 186,424 Restricted share units (time-based vesting) Restricted share units that vest based on time have an aggregate time-based vesting period of three years and generally one-third of the RSUs vest every year over a three-year C $ (2020 – C$ 1.89 ) which was determined using the closing price of the Company’s common shares on their respective grant dates. Restricted share units (performance-based vesting) The Company granted to certain executives and senior employees restricted share units with service and performance-based conditions for vesting (the “PRSUs”). If the Company’s share price increases to certain values for 20 consecutive trading days, as outlined below, a percentage of the PRSUs will vest at the end of the three-year service period. The grant date fair value of the PRSUs were valued using the Monte Carlo valuation method and determined to have a weighted average grant date fair value of C$3.27 (2020 – C$1.70). Based on share price performance since the date of grant, 33.3% of the 2021 PRSUs and 100% of the 2020 PRSUs will vest upon completion of the three-year service period. % of PRSUs vesting 33.3% 50.0% 66.7% 100.0% 150.0% 2021 PRSUs $3.00 - $4.00 $5.00 $7.00 2020 PRSUs - C$3.00 - C$4.00 C$6.00 Deferred share units The fair value of the liability and the corresponding expense is charged to profit or loss at the grant date. Subsequently, at each reporting date between the grant date and settlement date, the fair value of the liability is remeasured with any changes in fair value recognized in profit or loss for the year. DSUs outstanding at June 30, 2021 had a fair value of $1.6 million which is included in other liabilities on the balance sheet (December 31, 2020 – Performance share units Under the terms of the PSU Plan, PSUs granted vest at the end of a three-year The fair value of the liability and the expense attributable to the vesting period is charged to profit or loss at the grant date. Subsequently, at each reporting date between the grant date and settlement date, the fair value of the liability is remeasured with any changes in fair value recognized in profit or loss. As at June 30, 2021, outstanding PSUs had a fair value of $0.1 million which is included in other liabilities on the balance sheet (December 31, 2020 – $0.1 million). Options The following summarizes options granted, exercised, forfeited and expired during the periods: Number of Weighted average option s exercise price C $ Outstanding at December 31, 2019 6,156,652 6.49 Forfeited (550,259 ) 6.79 Outstanding at June 30, 2020 5,606,393 6.46 Outstanding at December 31, 2020 4,774,328 6.52 Forfeited (21,588 ) 7.21 Outstanding at June 30, 2021 4,752,740 6.52 Exercisable at June 30, 2021 2,324,160 6.50 In 2018, 1,725,000 stock options were granted to an executive with performance conditions for vesting. For 825,000 stock options, vesting is upon an increase in the Company’s share price to C$13.26, and for 900,000 stock options, vesting is upon an increase in the Company’s share price to C$19.89. These options were valued using the Monte Carlo valuation method and determined to have a weighted average grant fair value of C$2.14 on original grant. These awards were accounted for at the fair value attributable to the vesting period until October 9, 2019 when these were reclassified to equity accounting and were re-valued at a weighted average fair value of C $ 0.83 . Range of exercise prices outstanding at June 30, 2021: 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 3.39 4.12 7,513 3.39 4.12 C$5.01 – C$6.00 669,153 0.39 5.76 669,153 0.39 5.76 C$6.01 – C$7.00 3,290,598 2.30 6.38 1,126,638 2.34 6.36 C$7.01 – C$8.00 770,452 2.88 7.84 520,856 2.88 7.84 Total 4,752,740 2,324,160 Dilutive Instruments For the three and six months ended June 30, 2021, 4.8 million options (2020 – 5.6 million), 4.6 million and 4.0 million RSUs and PRSUs (2020 – nil and 2.7 million), respectively and 8.7 million shares which would be issued if the principal amount of the convertible debentures were settled in our common shares at the quarter end share price (2020 – nil) were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive to the net loss per share. |