STOCK-BASED COMPENSATION | NOTE 9 — STOCK-BASED COMPENSATION Stock Options Equity Incentive Plans: The following table illustrates various plan data under equity incentive plan awards as of March 31, 2022, and 2021: SCHEDULE OF STOCK OPTION PLANS March 31, 2022 2021 Stock-based compensation expense $ 1,000 $ 12,000 Remaining expense of stock-based compensation $ — $ 17,000 Remaining amortization period 0.0 0.9 Intrinsic value per share $ — $ — Status: Beginning balance, quantity of outstanding options 49,925 56,399 Options canceled/expired (250 ) (3,224 ) Ending balance, quantity of outstanding options 49,675 53,175 Ending balance, quantity of exercisable options 49,258 50,953 Range of exercise prices $ 6.96 1,173.60 6.96 97.20 Weighted Averages: Outstanding, beginning $ 89.79 $ 89.79 Canceled, expired (97.20 ) (89.08 ) Outstanding, ending $ 88.22 $ 87.71 Exercisable, ending $ 88.91 $ 90.56 Remaining contractual life in years, outstanding and exercisable options 5.3 6.3 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 9 — STOCK-BASED COMPENSATION (continued) Time-vested stock options: In connection with their employment agreement(s), the Company granted the following ten-year, non-statutory time-vested option inducement awards under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans (all subject to continued employment): SCHEDULE OF NON-STATUTORY PERFORMANCE-BASED STOCK OPTION ACTIVITY Recipient Date of Grant Options Granted Exercise Price Vesting Commencement Date Expiration Date 25% Vesting 75% Remaining Vesting ● Carleton M. Miller — CEO 1/22/20 359,247 $ 1.71 1/22/20 1/22/30 1/22/21 36 equal monthly periods ● Michael Bond — CFO 2/27/20 135,168 $ 0.96 4/1/20 4/1/30 4/1/21 36 equal monthly periods In determining the time-vested options award’s grant-date fair value, the following assumptions were used: SCHEDULE OF SHARE-BASED PAYMENT AWARD STOCK OPTIONS Expected term (years) Expected dividend yield Risk-free interest rate Volatility Exercise Price ● Carleton M. Miller — CEO 6.5 — 1.57 % 153.0 % $ 1.71 ● Michael Bond — CFO 6.3 — 0.62 % 155.0 % $ 0.96 Note: no time-vested option awards were granted during the three months ended March 31, 2022 The following table illustrates various plan data under time-vested stock option awards as of March 31, 2022, and 2021: SCHEDULE OF STOCK OPTION PLANS 2022 2021 March 31, 2022 2021 Stock-based compensation expense $ 28,000 $ 28,000 Weighted average remaining contractual life — options outstanding and exercisable 7.9 8.9 Remaining expense of stock-based compensation $ 470,000 $ 582,000 Remaining amortization period 1.9 2.9 Intrinsic value per share $ 0.11 $ 1.75 Status: Quantity outstanding 494,415 494,415 Weighted-average exercise price - outstanding $ 0.95 $ 1.18 Quantity exercisable 267,815 134,866 Weighted-average exercise price - exercisable $ 1.75 $ 4.32 Range of exercise prices $ 0.96 1.71 $ 0.96 1.71 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 9 — STOCK-BASED COMPENSATION (continued) Performance-based stock options: In connection with their employment agreement, the Company granted the following ten-year, non-statutory performance-based stock option inducement award under the NASDAQ Listing Rule 5653(c)(4) outside of the Company’s existing equity compensation plans that will vest in three equal tranches SCHEDULE OF NON-STATUTORY PERFORMANCE-BASED STOCK OPTION ACTIVITY Options Vesting Dates Options Vesting Schedule Recipient Date of Grant Options Granted Exercise Price Commencement Expiration Tranche 1 Tranche 2 Tranche 3 Carleton M. Miller — CEO 1/22/20 250,000 $ 1.71 1/22/20 1/22/30 * 83,334 ** 83,333 *** 83,333 Applicable performance conditions: * Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $6,000,000 accumulated over four consecutive fiscal quarters. ** Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $15,000,000 accumulated over four consecutive fiscal quarters. *** Shares will vest upon the Company’s attainment, on or before the fifth (5th) anniversary of the Vesting Commencement Date, of Cumulative EBITDA of more than $23,000,000 accumulated over four consecutive fiscal quarters. In determining the time-vested options award’s grant-date fair value, the following assumptions were used: SCHEDULE OF SHARE-BASED PAYMENT AWARD, STOCK OPTIONS, VALUATION ASSUMPTIONS Expected term (years) Expected dividend yield Risk-free interest rate Volatility Exercise Price ● Carleton M. Miller — CEO 6.5 — 1.57 % 153.0 % $ 1.71 Note: no time-vested option awards were granted during the year ended December 31, 2021 The following table illustrates various plan data under performance-based stock option awards as of March 31, 2022, and 2021: SCHEDULE OF STOCK OPTION PLANS 2021 2020 March 31, 2022 2021 Stock-based compensation expense $ — $ — Weighted average remaining contractual life — options outstanding and exercisable 7.8 8.8 Remaining expense of stock-based compensation $ 414,000 $ 414,000 Remaining amortization period 2.8 3.8 Intrinsic value per share $ — $ 1.28 Status: Quantity outstanding 250,000 250,000 Weighted-average exercise price - outstanding $ 1.65 $ 1.65 Quantity exercisable — — Weighted-average exercise price - exercisable $ — $ — Range of exercise prices $ 1.71 1.71 The probability of achieving any required metrics for vesting is inconclusive as of March 31, 2022. When the Company determines that the remaining performance metrics’ achievement becomes probable, the Company will record a cumulative catch-up stock-based compensation amount. We will record any un-recognized costs over the remaining requisite service period of the awards. VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 9 — STOCK-BASED COMPENSATION (continued) Restricted Stock Units Restricted stock awards — time-based: The Company granted the following awards under the amended 2013 Plan for restricted stock units (“RSUs”) subject to continued employment: SUMMARY OF GRANTS UNDER AMENDED PLAN Grant Initial RSUs Vesting Remaining RSUs Vesting Recipient Date Units Exercise Price Date Units Units Terms Carleton M. Miller — CEO 3/3/21 598,665 $ 3.60 3/3/22 199,555 399,110 24 equal monthly periods Michel Bais — Managing Director 8/17/21 200,000 $ 1.89 8/17/22 50,000 150,000 36 equal monthly periods Ronnie Hamilton — VP Global Operations 1/12/22 200,000 $ 1.10 1/12/23 66,000 134,000 24 equal monthly periods Group of 22 Employees 2/17/22 515,000 $ 0.98 2/17/23 169,950 345,050 24 equal monthly periods Carleton M. Miller — CEO 2/16/22 1,033,076 $ 1.05 2/16/23 258,269 774,807 36 equal monthly periods Mike Bond — CFO 2/16/22 392,985 $ 1.05 2/16/23 98,246 294,739 36 equal monthly periods The following table illustrates various plan data under time-based restricted stock awards as of March 31, 2022, and 2021: SCHEDULE OF STOCK OPTION PLANS 2022 2021 March 31, 2022 2021 Stock-based compensation expense $ 718,000 $ — Weighted average remaining contractual life — options outstanding and exercisable 3.2 3.8 Weighted average remaining contractual life — options exercisable 5.8 — Remaining expense of stock-based compensation $ 4,037,000 $ 2,155,000 Remaining amortization period 3.2 2.3 Intrinsic value per share $ — $ — Status: Quantities outstanding: Beginning — January 1st 798,655 — Restricted stock units granted 2,141,061 598,665 Ending — March 31st 2,939,716 598,665 Quantities exercisable – March 31st 199,555 — Weighted-averages exercise price outstanding: Beginning — January 1st $ 3.17 $ — Weighted-averages exercise price outstanding beginning $ 3.17 $ — Restricted stock units granted 1.04 3.60 Ending — March 31st $ 1.37 $ 3.60 Weighted-averages exercise price outstanding ending $ 1.37 $ 3.60 Weighted-averages exercise price exercisable – March 31st $ 7.20 $ — Range of exercise prices $ 0.98 3.60 $ 3.60 VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 9 — STOCK-BASED COMPENSATION (continued) Restricted stock awards — performance-based: The Company granted the following awards under the amended 2013 Plan for restricted stock units (“RSUs”) subject to performance vesting conditions and continued employment: SUMMARY OF GRANTS UNDER AMENDED PLAN Grant Units Vesting Schedule Recipient Date Units Exercise Price Tranche 1 Tranche 2 Tranche 3 Carleton M. Miller — CEO 3/3/21 896,665 $ 3.60 299,555 299,555 299,555 Michael Bond — CFO 12/31/20 368,715 $ 1.32 122,905 122,905 122,905 Note: The above performance-based restricted stock units met all three revenue thresholds in the last quarter of 2021, and the Company recognized stock-based compensation expense accordingly for the year ending December 31, 2021. Grant Units Vesting Schedule Recipient Date Units Exercise Price Tranche 1 Tranche 2 Tranche 3 Carleton M. Miller — CEO 2/16/22 1,033,076 $ 1.05 * 344,359 ** 344,359 *** 344,359 Michael Bond — CFO 2/16/22 392,985 $ 1.05 * 130,995 ** 130,995 *** 130,994 * RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $35,575,000 accumulated over four consecutive fiscal quarters. ** RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $37,353,000 accumulated over four consecutive fiscal quarters. *** RSUs will vest upon the Company’s attainment, on or before December 31, 2026, of revenue of more than $39,220,000 accumulated over four consecutive fiscal quarters. Note: the determination of revenue for any fiscal period shall be made based on the Company’s revenues on a consolidated basis for each such fiscal period if the employee remains in continuous employment with the Company through the date the Compensation Committee certifies the revenue for such fiscal period and authorizes the issuance of the underlying shares of common stock to the employee according to his award agreement. Except as provided in each employment agreement, if an individual ceases to be an employee of the Company before any vesting date, the remaining portion of the total number of shares unvested is forfeited. The probability of achieving any required metrics for vesting is inconclusive as of March 31, 2022. When the Company determines that the remaining performance metrics’ achievement becomes probable, the Company will record a cumulative catch-up stock-based compensation amount. We will record any un-recognized costs over the remaining requisite service period of the awards. The following table illustrates various plan data under time-based restricted stock awards as of March 31, 2022, and 2021: SCHEDULE OF STOCK OPTION PLANS 2021 2020 March 31, 2022 2021 Stock-based compensation expense $ — $ — Remaining expense of stock-based compensation $ 1,498,000 $ 3,722,000 Intrinsic value per share $ — $ — Status: Quantities outstanding: Beginning — January 1st 1,267,380 368,715 Outstanding, beginning 1,267,380 368,715 Restricted stock units granted 1,426,061 889,665 Ending — March 31st 2,693,441 1,258,380 Outstanding, ending 2,693,441 1,258,380 Quantities exercisable – March 31st 1,267,380 — Quantities exercisable 1,267,380 — Weighted-averages exercise price outstanding: Beginning — January 1st $ 2.94 $ 8.77 Weighted-averages exercise price outstanding beginning $ 2.94 $ 8.77 Restricted stock units granted 1.05 0.55 Ending — March 31st $ 1.94 $ 2.96 Weighted-averages exercise price outstanding ending $ 1.94 $ 2.96 Weighted-averages exercise price exercisable – March 31st $ 4.12 $ — Weighted-averages exercise price exercisable $ 4.12 $ — Range of exercise prices $ 1.05 to $ 3.60 $ 1.32 to $ 3.60 Non-employee director annual equity awards: Each non-employee director receives an annual equity award of restricted stock valued at $ 40,000 200,000 five-year VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) |