SHARE BASED COMPENSATION | 15. SHARE BASED COMPENSATION The Company amended its 2009 share incentive plan (the “Plan”) in July 2019. Under the Plan, the Company may grant options, restricted share award (“RSA”), restricted share unit (“RSU”) or share appreciation right (“SAR”) to its officers, employees, directors and other eligible persons (collectively known as “Eligible Persons”) of up to 83,000,000 Class A ordinary shares. The Plan is administered by an authorized administrator appointed by the Board of Directors of the Company set forth in the Plan (the “Plan Administrator”). The maximum number of shares which may be issued pursuant to all awards under the Plan will increase on January 1 of each of 2019, 2020, 2021 and 2022 by 5% of the total number of ordinary shares of all classes of the Company outstanding on that day immediately before such annual increase pursuant to the Plan. With effect on January 1, 2019, July 25, 2019, January 1, 2020 and January 1, 2021, the maximum number of shares which may be issued pursuant to all awards under the Plan increased to 100,129,938, 103,129,938, 123,292,170 and 148,888,743 Class A ordinary shares. During the years ended December 31, 2019 and 2020, the Company granted 15,327,884 options, 6,249,313 RSUs and 82,722 SARs, and 5,809,024 options, 5,034,735 RSUs and 86,149 SARs, respectively to the Eligible Persons. All options granted have a contractual term of ten years. The options vest according to the stated vesting period in the grantee’s option agreement. The RSUs and SARs generally vest 25% on the first anniversary year from the stated vesting commencement date and the remaining 75% will vest in 12 substantially equal quarterly instalments. (a) Option granted to Eligible Persons The following table summarizes the Company’s share option activity under the Plan: Number of Weighted Weighted Aggregate _ _ Years _ _ Outstanding, January 1, 2018 11,653,513 5.11 Granted 26,500,000 15.00 Exercised (2,117,647 ) 2.16 Forfeited (328,984 ) 14.03 Outstanding, December 31, 2018 35,706,882 12.54 8.38 58,007 Vested and expected to vest at December 31, 2018 35,706,882 12.54 Exercisable as of December 31, 2018 8,748,351 5.25 6.03 56,918 Outstanding, January 1, 2019 35,706,882 12.54 Granted 15,327,884 15.00 Exercised (3,736,976 ) 5.58 Forfeited (109,236 ) 14.24 Outstanding, December 31, 2019 47,188,554 13.89 8.18 1,242,496 Vested and expected to vest at December 31, 2019 47,188,554 13.89 Exercisable as of December 31, 2019 19,664,736 12.35 7.35 548,035 Outstanding, January 1, 2020 47,188,554 13.89 Granted 5,809,024 18.59 Exercised (5,486,180 ) 11.29 Forfeited (45,678 ) 14.09 Outstanding, December 31, 2020 47,465,720 14.76 7.57 8,747,373 Vested and expected to vest at December 31, 2020 47,465,720 14.76 Exercisable as of December 31, 2020 25,298,368 13.73 7.03 4,688,260 The aggregate intrinsic value is calculated to be the difference between the exercise price of the underlying awards and the fair value of the underlying stock at each reporting date, for those awards that have an exercise price below the estimated fair value of the Company’s ordinary shares. The Company calculated the estimated fair value of the options on the respective grant dates using the Black-Scholes option pricing model with the following assumptions. Granted in 2018 Granted in 2019 Granted in 2020 Risk-free interest rates 2.75% – 2.92% 2.34% – 2.68% 0.39% – 1.66% Expected term 5 – 7 years 5.5 – 8.5 years 5.5 – 7.5 years Expected volatility 33.3% – 35.2% 33.0% – 35.0% 32.4% – 33.7% Expected dividend yield – – – Fair value of share options $2.52 – $3.52 $4.58 – $13.59 $13.81 – $50.58 The Black-Scholes option pricing model was applied in determining the estimated fair value of the share options granted to Eligible Persons. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and the expected term of the option for which employees are likely to exercise their share options. The risk-free rate for periods within the contractual life of the option is based on the USD swap curve at the time of grant. The Company has used the simplified method to determine the expected term due to insufficient historical exercise data to provide a reasonable basis to estimate expected term. The Company’s management is ultimately responsible for the determination of the estimated fair value of its ordinary shares. The aggregate grant date fair value of the outstanding options was determined to be $495,314 as of December 31, 2020 and such amount shall be recognized as compensation expenses using the straight-line method for all employee share options granted. The weighted-average grant-date fair value of share options granted during the years of December 31, 2018, 2019 and 2020 were $3.02, $12.05 and $37.86, respectively. The total fair value of share options vested during the years ended December 31, 2018, 2019 and 2020 was $22,390, $44,688 and $88,114, respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2018, 2019 and 2020 was $20,660, $64,097 and $767,203, respectively. As of December 31, 2020, there were $359,147 total unrecognized share-based compensation cost related to unvested options which is expected to be recognized over a weighted-average period of 1.92 years. Total unrecognized compensation cost may be adjusted for future changes in actual forfeitures. (b) RSAs/RSUs granted to Eligible Persons The following table summarizes the Company’s RSAs/RSUs activity under the Plan: Number of Weighted Weighted Aggregate _ _ Years _ _ Unvested, January 1, 2018 820,207 14.43 9.60 10,933 Granted 4,983,162 12.30 Vested (309,644 ) 13.93 Forfeited (738,753 ) 13.75 Unvested, December 31, 2018 and January 1, 2019 4,754,972 12.34 9.17 53,826 Granted 6,249,313 20.50 Vested (2,131,415 ) 13.67 Forfeited (791,433 ) 15.22 Unvested, December 31, 2019 and January 1, 2020 8,081,437 18.02 8.93 325,035 Granted 5,034,735 72.37 Vested (3,332,063 ) 19.25 Forfeited (442,181 ) 28.74 Unvested, December 31, 2020 9,341,928 46.36 8.64 1,859,511 Share-based compensation cost for RSAs and RSUs is measured based on the fair value of the Company’s ordinary shares on the date of grant. The aggregate grant date fair value of the unvested RSAs and RSUs as of December 31, 2018, 2019 and 2020 was $58,665, $145,597 and $433,085, respectively. These amounts are recognized as compensation expense using the straight-line method for the RSAs and RSUs. The weighted-average grant-date fair value of RSAs and RSUs granted during the years ended December 31, 2018, 2019 and 2020 was $12.30, $20.50 and $72.37, respectively. The total fair value of RSAs and RSUs vested during the years ended December 31, 2018, 2019 and 2020 was $4,314, $29,133 and $64,153, respectively. As of December 31, 2020, there was $433,085 of unrecognized share-based compensation cost related to RSAs and RSUs which is expected to be recognized over a weighted-average vesting period of 3.31 years. Total unrecognized compensation may be adjusted for future changes in actual forfeitures. (c) SARs granted to Eligible Persons Fair value of the SARs is measured based on the fair value of the Company’s ordinary shares at the end of each reporting period. Total compensation expense relating to share options, RSAs, RSUs and SARs granted to employees after deducting forfeitures recognized for the years ended December 31, 2018, 2019 and 2020 is as follows: For the year ended December 31, 2018 2019 2020 _ _ _ _ _ _ Share options: Cost of revenue 1,292 244 130 Sales and marketing expenses 795 156 69 General and administrative expenses 39,654 71,787 179,544 Research and development expenses 1,142 567 401 42,883 72,754 180,144 Cash received for the exercise in the respective years 4,574 20,867 61,949 RSAs/ RSUs: Cost of revenue 2,018 1,714 4,385 Sales and marketing expenses 1,899 3,017 10,100 General and administrative expenses 7,670 26,761 37,433 Research and development expenses 3,545 11,429 45,820 15,132 42,921 97,738 SARs: Cost of revenue 24 319 2,867 Sales and marketing expenses 52 749 5,462 General and administrative expenses 30 313 3,534 Research and development expenses – 13 501 106 1,394 12,364 |