Stock-Based Awards and Cash-Based Awards | Stock-Based Awards and Cash-Based Awards In June 2021, 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 June 30, 2022, there were 5,529,255 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 $1,579 and $2,387 for the three months ended June 30, 2022 and 2021, respectively, and $3,250 and $4,465 for the six months ended June 30, 2022 and 2021, respectively. Stock-Based Awards Stock Options During the six months ended June 30, 2021, 500,000 stock options were granted under the 2018 Incentive Plan. Such options were subsequently forfeited during the three months ended September 30, 2021. There were no grants of stock options during the six months ended June 30, 2022. The Company determines the fair value of stock option grants on the grant date using an option-pricing model with various assumptions regarding the risk-free rate, volatility and expected term. As of March 31, 2022, all outstanding stock options were fully vested and there was no remaining unrecognized compensation cost related to stock options. The Company recognized compensation expense for stock options of $358 for the three months ended June 30, 2021, and $13 and $692 for the six months ended June 30, 2022 and 2021, respectively. The stock option activity under the Company’s incentive plans during the six months ended June 30, 2022 and 2021 is as follows: Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Number of Weighted Weighted Number of Weighted Weighted Balance, beginning of period 9,656,928 $ 0.39 $ 0.28 9,753,257 $ 0.43 $ 0.33 Granted — — — 500,000 2.78 2.19 Exercised — — — (9,209) 0.90 4.50 Forfeited (21,327) 2.20 4.46 (21,553) 6.49 4.97 Expired — — — (10,097) 3.47 4.13 Balance, end of period 9,635,601 $ 0.38 $ 0.27 10,212,398 $ 0.53 $ 0.40 Outstanding stock options, which were fully vested and expected to vest and exercisable are as follows as of June 30, 2022 and December 31, 2021: As of June 30, 2022 As of December 31, 2021 Options Fully Options Options Fully Options Number of Options 9,635,601 9,635,601 9,656,928 4,870,026 Weighted-average remaining contractual term (years) 2.53 2.53 3.03 3.06 Weighted-average exercise price $ 0.38 $ 0.38 $ 0.39 $ 0.40 Aggregate Intrinsic Value (in thousands) $ — $ — $ 3,543 $ 1,773 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. There were no exercises of stock options during the six months ended June 30, 2022. The aggregate intrinsic value of awards exercised during the three and six months ended June 30, 2021 was $5 and $20, 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 June 30, 2022, there were 3,134,325 performance-based RSUs outstanding under the Company’s 2018 Incentive Plan. Such RSUs were granted to the Company’s chief executive officer, Carl Grimstad, 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 good reason or he is terminated by the Company for reason other than misconduct. 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 good reason or he is terminated by the Company for reason other than misconduct, should either occur. Awards with Time-Based Vesting During the six months ended June 30, 2022, 8,470,000 RSUs with time-based vesting were granted pursuant to the 2018 Incentive Plan (with an aggregate grant fair value of value of $3,445). The RSUs generally vest over three years in accordance with the terms specified in the applicable award agreements, all of which accelerate and vest upon a change of control. The Company recognized compensation expense for restricted stock of $1,579 and $2,029 during the three months ended June 30, 2022 and 2021, respectively, and $3,237 and $3,773 during the six months ended June 30, 2022 and 2021, respectively. Unrecognized compensation cost related to unvested time-based RSUs as of June 30, 2022 totaled $13,916, with a weighted average remaining vesting period of approximately 2.5 years. The total fair value of restricted shares that vested during the three months ended June 30, 2022 and 2021 was $153 and $2,893, respectively, and $221 and $5,386 during the six months ended June 30, 2022 and 2021, respectively. The activity for restricted stock with time-based vesting under the Company’s incentive plans is as follows for the six months ended June 30, 2022 and 2021: Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Number of Weighted Weighted Number of Weighted Weighted Nonvested, beginning of period 8,614,746 $ 2.15 2.5 4,558,603 $ 2.23 1.71 Granted 8,470,000 0.41 5,308,960 2.55 Shares vested (979,570) 2.34 (2,103,310) 2.03 Forfeitures (989,503) 1.21 (230,084) 1.50 Nonvested, end of period 15,115,673 $ 1.22 2.5 7,534,169 $ 2.53 2.79 Cash-Based Awards Performance Bonus Agreement On April 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. |