Stock-Based Awards and Cash-Based Awards | 10. Stock-Based Awards and Cash-Based Awards In June 2020, the Company’s stockholders approved the Waitr Holdings Inc. Amended and Restated 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which permits the granting of awards in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, and other stock-based or cash-based awards. As of September 30, 2021, there were 5,008,194 shares of common stock available for future grants pursuant to the 2018 Incentive Plan. The Company also has outstanding equity awards under the 2014 Stock Plan (as amended in 2017, the “Amended 2014 Plan”). Total compensation expense related to awards under the Company’s incentive plans was $1,635 and $1,728 for the three months ended September 30, 2021 and 2020, respectively, and $6,100 and $3,178 for the nine months ended September 30, 2021 and 2020, respectively. Stock-Based Awards Stock Options During the three months ended March 31, 2021, 500,000 stock options were granted under the 2018 Incentive Plan, with an aggregate grant date fair value of $1,095 and a weighted average exercise price of $2.78. Such stock options were subsequently forfeited during the three months ended September 30, 2021. On January 3, 2020, 9,572,397 stock options were granted under the 2018 Incentive Plan to the Company’s chief executive officer (the “Grimstad Option”), with an aggregate grant date fair value of $2,297. The exercise price of the options is $0.37, and the options vest 50% on each of the first two anniversaries of the grant date. The options have a five-year The fair value of each stock option grant during the nine months ended September 30, 2021 and 2020 was estimated as of the grant date using an option-pricing model with the assumptions included in the table below. Expected volatility for stock options is estimated based on a combination of the historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies. 2021 2020 Weighted-average fair value at grant $ 2.19 $ 0.24 Risk free interest rate 0.46% 1.54% Expected volatility 131.4% 100.6% Expected option life (years) 3.59 3.25 The Company recognized compensation expense for stock options of $258 and $361 for the three months ended September 30, 2021 and 2020, respectively, and $950 and $1,099 for the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested stock options as of September 30, 2021 totaled $314, with a weighted average remaining vesting period of approximately 0.3 years. The stock option activity under the Company’s incentive plans during the nine months ended September 30, 2021 and 2020 is as follows: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Balance, beginning of period 9,753,257 $ 0.43 $ 0.33 445,721 $ 3.66 $ 5.04 Granted 500,000 2.78 2.19 9,572,397 0.37 0.24 Exercised (12,012 ) 0.92 4.36 (56,814 ) 0.69 3.60 Forfeited (524,830 ) 2.95 2.32 (99,657 ) 5.70 5.72 Expired (34,151 ) 7.19 5.10 (94,511 ) 2.96 5.48 Balance, end of period 9,682,264 $ 0.39 $ 0.29 9,767,136 $ 0.44 $ 0.33 Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of September 30, 2021 and December 31, 2020: As of September 30, 2021 As of December 31, 2020 Options Fully Vested and Expected to Vest Options Exercisable Options Fully Vested and Expected to Vest Options Exercisable Number of Options 9,682,264 4,892,673 9,753,257 132,846 Weighted-average remaining contractual term (years) 3.29 3.32 4.07 6.82 Weighted-average exercise price $ 0.39 $ 0.41 $ 0.43 $ 3.20 Aggregate Intrinsic Value (in thousands) $ 4,936 $ 2,469 $ 23,285 $ 178 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the fair value of the common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on each date. This amount will change in future periods based on the fair value of the Company’s stock and the number of options outstanding. The aggregate intrinsic value of awards exercised was $1 and $8 during the three months ended September 30, 2021 and 2020, respectively, and $21 and $49 during the nine months ended September 30, 2021 and 2020, respectively. Upon exercise, the Company issued new common stock. Restricted Stock The Company’s restricted stock grants include performance-based and time-based vesting awards. The fair value of restricted shares is typically determined based on the closing price of the Company’s common stock on the date of grant. Performance-Based Awards As of September 30, 2021, there were 3,159,325 performance-based RSUs outstanding under the Company’s 2018 Incentive Plan, including 3,134,325 RSUs granted to the Company’s chief executive officer in April 2020 (the “Grimstad RSU Grant”). The Grimstad RSU Grant has an aggregate grant date fair value of $3,542 and vests in full in the event of a change of control, as defined in Mr. Grimstad’s employment agreement with the Company, subject to his continuous employment with the Company through the date of a change of control; provided, however, that the Grimstad RSU Grant shall fully vest in the event that Mr. Grimstad terminates his employment for g ood r eason or he is terminated by the Company for reason other than m isconduct. No stock-based compensation expense will be recognized for the Grimstad RSU Grant until such time that is probable that the performance goal will be achieved , or at the time that Mr. Grimstad terminates his employment for g ood r eason or he is terminated by the Company for reason other than m isconduct, should either occur . Awards with Time-Based Vesting During the nine months ended September 30, 2021, a total of 7,885,960 RSUs with time-based vesting were granted pursuant to the Company’s 2018 Incentive Plan (with an aggregate grant fair value of value of $16,683). Included in such grants were 600,960 RSUs granted to non-employee directors vesting upon the earlier of June 15, 2022 and the date of the 2022 annual meeting of the Company’s stockholders and 3,785,000 RSUs granted to employees and consultants vesting primarily over The Company recognized compensation expense for restricted stock of $1,377 and $1,367 during the three months ended September 30, 2021 and 2020, respectively, and $5,150 and $2,079 during the nine months ended September 30, 2021 and 2020, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of September 30, 2021 totaled $16,893, with a weighted average remaining vesting period of approximately 2.68 years. The total fair value of restricted shares that vested during the three months ended September 30, 2021 and 2020 was $1,219 and $177, respectively, and during the nine months ended September 30, 2021 and 2020 was $6,605 and $1,330, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (years) Nonvested, beginning of period 4,558,603 $ 2.23 1.71 3,182,639 $ 1.42 2.16 Granted 7,885,960 2.12 4,227,501 2.27 Shares vested (2,840,230 ) 2.22 (588,054 ) 1.94 Forfeitures (671,592 ) 2.25 (1,903,984 ) 1.45 Nonvested, end of period 8,932,741 $ 2.13 2.68 4,918,102 $ 2.08 1.74 Cash-Based Awards Performance Bonus Agreement On April 23, 2020, the Company entered into a performance bonus agreement with Mr. Grimstad, which was extended through January 3, 2025 in connection with the extension of his employment agreement. Pursuant to the performance bonus agreement, upon the occurrence of a change of control in which the holders of the Company’s common stock receive per share consideration that is equal to or greater than $2.00, subject to adjustment in accordance with the 2018 Incentive Plan, the Company shall pay Mr. Grimstad an amount equal to $5,000 (the “Bonus”). In order to receive the Bonus, Mr. Grimstad must remain continuously employed with the Company through the date of the change of control; provided, however, that in the event Mr. Grimstad terminates his employment for good reason or the Company terminates his employment other than for misconduct, Mr. Grimstad will be entitled to receive the Bonus provided the change of control occurs on or before January 3, 2025. Compensation expense related to the bonus agreement will not be recognized until such time that is probable that the performance goal will be achieved. |