Share-Based and Unit-Based Compensation | 19. 2021 Incentive Plan The E2open Parent Holdings, Inc. 2021 Omnibus Incentive Plan (2021 Incentive Plan) became effective on the Closing Date with the approval of CCNB1’s shareholders and the board of directors. The 2021 Incentive Plan allows us to make equity and equity-based incentive awards to officers, employees, directors and consultants. There are 15,000,000 shares of Class A Common Stock reserved for issuance under the 2021 Incentive Plan which can be granted as stock options, restricted stock awards, restricted stock units, performance stock awards, cash awards and other equity-based awards. No award may vest earlier than the first anniversary of the date of grant, expect under limited conditions. The 2021 Incentive Plan replaced the 2015 Plan and 2015 Restricted Plan, as defined below. On March 1, 2021, our board of directors granted 2,380,902 options to our executive officers with an exercise price of $9.77. On May 3, 2021, our Chief Executive Officer, pursuant to the authority delegated to him by our board of directors, granted an aggregate of 202,418 options to certain senior management with an exercise price of $10.86. All the options are performance based and are measured based on obtaining an organic growth target over a one-year On May 21, 2021, our board of directors authorized the grant of an aggregate of 1,024,055 restricted stock awards (RSU) to certain executives, senior management and employees with a grant date fair value of $12.87 per share. All of these RSUs are performance based and are measured based on obtaining an organic growth target over a one-year three-year On May 21, 2021, the non-employee directors of our board of directors received their annual stock award of an aggregate of 107,472 RSUs which have a one-year As of May 31, 2021, there were 10,341,789 shares of Class A Common Stock available for grant under the 2021 Incentive Plan. Activity under the 2021 Incentive Plan related to options is as follows: Successor Number of Shares (in thousands) Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in years) Balance, February 28, 2021 — $ — — Granted 2,583 9.86 Balance, May 31, 2021 2,583 9.86 9.8 As of May 31, 2021, there was $5.7 million of unrecognized compensation cost related to unvested options. Activity under the 2021 Incentive Plan related to RSUs is as follows: Successor Number of Shares (in thousands) Weighted Average Market Value Per Share Weighted Average Remaining Contractual Term (in years) Balance, February 28, 2021 — $ — — Granted 2,075 12.87 Balance, May 31, 2021 2,075 12.87 3.4 As of May 31, 2021, there was $26.4 million of unrecognized compensation cost related to unvested RSUs. The estimated grant-date fair values of the options granted during the three months ended May 31, 2021 were calculated using the Black-Scholes option-pricing valuation model, based on the following assumptions: Expected term (in years) 7 Expected equity price volatility 46.12% - 46.25% Risk-free interest rate 1.12% - 1.29% Expected dividend yield 0% Prior to the Business Combination, we had unit-based compensation plans that authorized (a) the discretionary granting of unit options and (b) the discretionary issuance of non-vested restricted units. Unit Options In 2015, E2open Holdings adopted the 2015 Unit Option Plan (2015 Plan). Under the 2015 Plan, E2open Holdings issued Series A unit options to certain employees eligible to participate in E2open Holdings unit option plan. The options issued under the 2015 Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to options issued to certain employees, options either vested 25% in the first year, and quarterly thereafter over a four-year Fair value of the unit options was determined on the date of grant using a pricing model affected by E2open Holdings’ unit price, as well as by certain assumptions including E2open Holdings’ expected equity price volatility over the term of the awards, actual and projected employee option exercise behavior, risk-free interest rates and expected dividends. E2open Holdings did not grant any new options during the periods from March 1, 2020 through February 3, 2021. E2open Holdings was authorized to issue 46.0 million unit options under the 2015 Plan. As of February 3, 2021, outstanding unit options were 19.9 million. Unit options available for grant were 2.7 million as of February 3, 2021; however, the 2015 Plan was terminated as part of the Business Combination. Activity under E2open Holdings’ unit option plan is as follows: Predecessor Number of Units (in thousands) Weighted Average Exercise Price Per Unit Weighted Average Term (in years) Balance, February 29, 2020 22,001 $ 1.51 1.9 Exercised (1,288 ) 1.45 Forfeited (312 ) 1.65 Balance, May 31, 2020 20,401 1.51 1.6 As of February 3, 2021, there was $2.4 million of unrecognized compensation cost which was expected to be recognized over a weighted-average period of 1.1 year. The weighted-average contractual life of options outstanding was 6.7 years and the weighted-average contractual life of options exercisable was 6.4 years as of February 3, 2021. We did not recognize any compensation expense for Exit-Based units for the three months ended May 31, 2020, as these awards were not probable of vesting during these time periods. On January 24, 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Plan as of the completion of the Business Combination on February 4, 2021. Restricted Equity Plan In 2015, E2open Holdings established the 2015 Restricted Equity Plan (2015 Restricted Plan) that was adopted for certain officers eligible to participate in the 2015 Restricted Plan. The units issued under the 2015 Restricted Plan were subject to certain transfer restrictions and were initially deemed unvested. With respect to units issued to certain officers, Class B units either vested 25% annually over a four-year Activity under E2open Holdings’ 2015 Restricted Plan was as follows: Predecessor ($ in thousands) Number of Units (in thousands) Weighted Average Grant Date Fair Value Per Unit Weighted Average Remaining Term (in years) Balance, February 29, 2020 8,955 $ 1.40 1.5 Released (941 ) 1.48 Balance, May 31, 2020 8,014 1.39 1.0 The aggregate fair value of units vested during the three months ended May 31, 2020 was $1.4 million. Unrecognized compensation expense related to the Class B units was $5.4 million as of the February 3, 2021, which was expected to be recognized over a weighted-average period of approximately one year. E2open Holdings did not recognize any compensation expense for Exit-Based Units for the three months ended May 31, 2020. On January 24, 2021, the board of managers accelerated the vesting of all unvested unit options outstanding under the 2015 Restricted Plan as of the completion of the Business Combination on February 4, 2021. The table below sets forth the functional classification in the Condensed Consolidated Statements of Operations of our equity-based compensation expense: Successor Predecessor Three Months Ended Three Months Ended ($ in thousands) May 31, 2021 May 31, 2020 Cost of revenue $ 200 $ 110 Research and development 323 169 Sales and marketing 282 191 General and administrative 1,238 1,576 Total share-based and unit-based compensation $ 2,043 $ 2,046 |