Under the Audacy Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants. The RSUs and options that have been issued generally vest over periods of up to four years. The options expire ten years from the date of grant. The Company issues new shares of Class A common stock upon the exercise of stock options and the later of vesting or issuance of RSUs.

On January 1 of each year, the number of shares of Class A common stock authorized under the Plan is automatically increased by 1.5 million, or a lesser number as may be determined by the Company’s Board of Directors. The amount of shares available for grant automatically increased by 1.5 million on January 1, 2021, January 1, 2020, and January 1, 2019. As of December 31, 2021, the shares available for grant were (1.4) million shares.

The Plan included certain performance criteria for purposes of satisfying expense deduction requirements for income tax purposes. This expense deduction exemption does not apply under the new tax legislation that was enacted during the fourth quarter of 2017 and was effective as of January 1, 2018.

In connection with the QLGG Acquisition, the Company assumed an equity compensation plan that was in place at QLGG. This plan (the "QLGG 2017 Incentive Compensation Plan") (together with the Plan, the "Plans") was assumed pursuant to New York Stock Exchange Listed Company Manual Rule 303A.08 and did not require approval by the Company's shareholders. Outstanding RSUs and options under the QLGG 2017 Incentive Compensation Plan are included in the amounts below.

The measurement and recognition of compensation expense, for all share-based payment awards made to employees and directors, is based on estimated fair values. The fair value is determined at the time of grant: (i) using the Company’s stock price for RSUs; and (ii) using the Black Scholes model for options. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. Forfeitures are recognized as they occur.

The following is a summary of the changes in RSUs under the Plans during the current period:


	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value as of December 31, 2021
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2020	5,539
RSUs awarded	December 31, 2021	3,513
RSUs released	December 31, 2021	(1,477)
RSUs forfeited	December 31, 2021	(233)
RSUs outstanding as of:	December 31, 2021	7,342		$	—	1.3	$	18,028
RSUs vested and expected to vest as of:	December 31, 2021	7,342		$	—	1.3	$	18,028
RSUs exercisable (vested and deferred) as of:	December 31, 2021	5		$	—	0	$	13
Weighted average remaining recognition period in years		2.0
Unamortized compensation expense		$	17,218

The following table presents additional information on RSU activity:


	Years Ended December 31,
	2021				2020				2019
	Shares		Amount		Shares		Amount		Shares		Amount
	(amounts in thousands, except per share data)
RSUs issued	3,513		$	10,836	3,793		$	10,073	1,955		$	12,926
RSUs forfeited - service based	(233)		(678)		(403)		(624)		(323)		(1,753)
Net RSUs issued and increase (decrease) to paid-in capital	3,280		$	10,158	3,390		$	9,449	1,632		$	11,173
Weighted average grant date fair value per share	$	3.08			$	2.66			$	6.61
Fair value of shares vested per share	$	7.49			$	7.55			$	10.72
RSUs vested and released	1,477				1,712				1,456

The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (i) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (ii) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one to three years.

The following table presents the changes in outstanding RSUs with market conditions:


	Years Ended December 31,
	2021		2020		2019
	(amounts in thousands, except per share data)
Reconciliation of RSUs with Service And Market Conditions
Beginning of period balance	—		70		226
Number of RSUs granted	31		—		—
Number of RSUs forfeited	—		(70)		(156)
Number of RSUs vested	—		—		—
End of period balance	31		—		70
Weighted average fair value of RSUs granted with market conditions	$	3.27	$	—	$	—

The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ.

(2)Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using the Treasury bond rate as of the date of grant.

In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plans, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed. The Company determines the requisite service period on a case-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

The following table presents the option activity during the current year ended:


	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of December 31, 2021
	(amounts in thousands, except per share data)
Options outstanding as of:	December 31, 2020	809		$	8.63

Options exercised	December 31, 2021	(200)		0.42


Options outstanding as of:	December 31, 2021	609		$	11.33	2.8	$	—
Options vested and expected to vest as of:	December 31, 2021	609		$	11.33	2.8	$	—
Options vested and exercisable as of:	December 31, 2021	609		$	11.33	2.8	$	—
Weighted average remaining recognition period in years		0
Unamortized compensation expense		$	—

The following table summarizes significant ranges of outstanding and exercisable options as of the current period:


Range of Exercise Prices			Options Outstanding				Options Exercisable
			Number of Options Outstanding December 31, 2021	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number of Options Exercisable December 31, 2021	Weighted Average Exercise Price


From	To
$3.54	$	7.01	66,775	7.5	$	5.40	66,775	$	5.40
$9.66	$	13.98	542,582	2.2	$	12.06	542,582	$	12.06
$0.17	$	13.98	609,357	2.8	$	11.33	609,357	$	11.33

The following table provides summary information on the granting and vesting of options:


	Years Ended December 31,
Option Issuance and Exercise Data	2021				2020				2019
	(amounts in thousands except for per share and years)
	From		To		From		To		From		To
Exercise price range of options issued	$	—	$	—	$	—	$	—	$	1.34	$	1.34
Upon vesting, period to exercise in years	0		0		0		0		1		10
Fair value per share upon grant	$	—			$	—			$	—
Number of options granted	—				—				—
Intrinsic value per share upon exercise	$	4.07			$	—			$	7.06
Intrinsic value of options exercised	$	814			$	—			$	1,272
Tax benefit from options exercised	$	217			$	—			$	73
Cash received from exercise price of options exercised	$	86			$	—			$	244

The Company estimates the fair value of option awards on the date of grant using an option-pricing model. The Company used the straight-line single option method for recognizing compensation expense, which was reduced for estimated forfeitures based on awards ultimately expected to vest. The Company’s determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-

pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. The Company’s stock options have certain characteristics that are different from traded options, and changes in the subjective assumptions could affect the estimated value.

For options granted, the Company used the Black-Scholes option-pricing model and determined: (i) the term by using the simplified plain-vanilla method as the Company’s employee exercise history may not be indicative for estimating future exercises; (ii) a historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis; (iii) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S. Treasury yield curve in effect at the time of the grant; and (iv) an annual dividend yield based upon the Company’s most recent quarterly dividend at the time of grant.

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations:


	Years Ended December 31,
	2021		2020		2019
	(amounts in thousands)
Station operating expenses	$	4,181	$	2,348	$	4,673
Corporate general and administrative expenses	8,753		6,907		11,511
Stock-based compensation expense included in operating expenses	12,934		9,255		16,184
Income tax benefit (1)	2,929		2,222		3,703
After-tax stock-based compensation expense	$	10,005	$	7,033	$	12,481