Share-Based Compensation | NOTE 7. SHARE-BASED COMPENSATION The Company adopted the 2014 Stock Incentive Plan (the “2014 Plan”) pursuant to which incentive and nonqualified stock options and stock purchase rights to purchase the Company’s common stock may be granted to officers, employees, directors, consultants and service providers. In connection with the closing of the Business Combination, the Company adopted the 2021 Incentive Award Plan (the “2021 Plan”) under which the Company may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent. In connection with the effectiveness of the 2021 Plan, no further awards will be granted under the 2014 Plan. Employees, consultants and directors of the Company, and employees and consultants of its subsidiaries, are eligible to receive awards under the 2021 Plan. The 2021 Plan is administered by the Company’s board of directors, which may delegate its duties and responsibilities to one or more committees of the Company’s directors and/or officers (referred to collectively as the “plan administrator”), subject to the limitations imposed under the 2021 Plan, Section 16 of the Securities Exchange Act of 1934, as amended, stock exchange rules and other applicable laws. The plan administrator has the authority to take all actions and make all determinations under the 2021 Plan, to interpret the 2021 Plan and award agreements and to adopt, amend and repeal rules for the administration of the 2021 Plan as it deems advisable. The plan administrator also has the authority to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the 2021 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2021 Plan. The maximum number of shares of Talkspace common stock that may be issued pursuant to the exercise of incentive stock options granted under the 2021 Plan is 100,000,000 . The aggregate share limit under the 2021 Plan will be subject to an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031 by a number of shares equal to the lesser of (i) a number equal to 5 % of the aggregate number of shares of Talkspace common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Talkspace common stock as is determined by the Talkspace board of directors. An a ggregate of 11,995,601 shares of Talkspace common stock are available for issuance under the 2021 Plan as of March 31, 2022. In connection with the closing of the Business Combination, the Company also adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) under which employees of Talkspace and its participating subsidiaries are provided with the opportunity to purchase Talkspace common stock at a discount through accumulated payroll deductions during successive offering periods. The 2021 ESPP is administered by the compensation committee of the Company’s board of directors (referred to collectively as the “plan administrator”). The plan administrator has the authority to take all actions and make all determinations under the 2021 ESPP, to interpret the 2021 ESPP and to adopt, amend and repeal rules for the administration of the 2021 ESPP as it deems advisable. In addition, the number of shares of common stock available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (i) 1 % of the aggregate number of shares of Talkspace common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Talkspace common stock as determined by the Talkspace board of directors. The maximum number of shares of Talkspace common stock that may be granted under the 2021 ESPP is 50,000,000 . An aggregate of 4,573,602 shares of Talkspace common stock are available for issuance under the 2021 ESPP as of March 31, 2022. All stock-based awards are measured based on the grant date fair value and are generally recognized on a straight-line basis in the Company’s condensed consolidated statement of operations over the period during which the employee is required to perform services in exchange for the award (generally requiring a four-year vesting period). Stock Options Stock options issued under the Plans generally vest over a four-year period and are exercisable a maximum period of ten years. A summary of the Company’s stock option activity under the 2014 Plan and the 2021 Plan for the three months ended March 31, 2022 is as follows: Three Months Ended March 31, 2022 Number of Weighted Weighted Aggregate (1) (in thousands) Outstanding at the beginning of the period 19,494,202 $ 1.95 6.88 $ 19,214 Granted 1,552,395 $ 1.61 Exercised ( 2,164,870 ) $ 0.95 Forfeited ( 426,122 ) $ 5.06 Outstanding at the end of the period 18,455,605 $ 1.97 7.15 $ 14,220 Exercisable at the end of the period 13,432,414 $ 0.86 5.92 $ 13,623 (1) The agg regate intrinsic value of options outstanding and options exercisable at end of the period does not include 4,779,271 and 1,366,014 options that are out of the money, respectively. The weighted average grant-date fair value of stock options granted to employees during the three months ended March 31, 2022 and 2021 was $ 1.06 and $ 7.00 , respectively. As of March 31, 2022, there was $ 16.2 million of total unrecognized compensation cost related to non-vested options that are expected to be recognized over a period of up to 4 years . Restricted Stock Units The Company began issuing restricted stock units (“RSUs”) to certain employees and directors of the Company in the fourth quarter of 2021 under the 2021 plan. These RSUs typically vest over a four-year period. The following table summarizes the activity for RSUs for the three months ended March 31, 2022: Three months ended March 31, 2022 Number of Weighted Nonvested at beginning of the period 2,330,094 $ 3.58 Granted 3,452,961 $ 1.61 Vested ( 116,613 ) $ 3.58 Forfeited ( 215,518 ) $ 3.33 Nonvested at end of the period 5,450,924 $ 2.35 The fair value as of the respective vesting dates of RSUs that vested during three months ended March 31, 2022 was $ 0.2 million. As of March 31, 2022, there was $ 12.4 million of total unrecognized compensation cost related to non-vested RSUs that are expected to be recognized over a period of u p to 3.9 years. The following table sets forth the total stock-based compensation expense related to stock options and restricted stock units included in the respective components of operating expenses in the condensed consolidated statements of operations: Three Months Ended March 31, (in thousands) 2022 2021 Research and development, net $ 546 $ 172 Clinical Operations 122 71 Sales and Marketing 777 877 General and administrative 923 393 Total stock-based compensation expense $ 2,368 $ 1,513 |