Stock-based compensation awards have been granted under the Community Health Systems, Inc. Amended and Restated 2009 Stock Option and Award Plan, which was amended and restated as of March 17, 2021 and approved by the Company’s stockholders at the annual meeting of stockholders held on May 11, 2021 (the “2009 Plan”).

The 2009 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code (“IRC”) and for the grant of stock options which do not so qualify, stock appreciation rights, restricted stock, restricted stock units, performance-based shares or units and other share awards. Persons eligible to receive grants under the 2009 Plan include the Company’s directors, officers, employees and consultants. To date, all options granted under the 2009 Plan have been “nonqualified” stock options for tax purposes. Generally, these options vest in one-third increments on each of the first three anniversaries of the award date and have a 10-year contractual term. As of December 31, 2021, 12,522,282 shares of unissued common stock were reserved for future grants under the 2009 Plan.

The exercise price of all options granted under the 2009 Plan is equal to the fair value of the Company’s common stock on the option grant date.

The following table reflects the impact of total compensation expense related to stock-based equity plans on the reported operating results for the respective periods (in millions):

At December 31, 2021, $27 million of unrecognized stock-based compensation expense related to outstanding unvested stock options, restricted stock and restricted stock units (the terms of which are summarized below) was expected to be recognized over a weighted-average period of 22 months. Of that amount, $4 million related to outstanding unvested stock options was expected to be recognized over a weighted-average period of 22 months and $23 million related to outstanding unvested restricted stock and restricted stock units was expected to be recognized over a weighted-average period of 22 months. There were no modifications to awards during the years ended December 31, 2021, 2020 and 2019.

The fair value of stock options was estimated using the Black Scholes option pricing model with the following assumptions and weighted-average fair values during the years ended December 31, 2021, 2020 and 2019:

	Year Ended December 31,
	2021		2020		2019
Expected volatility	84.3% - 88.9%		73.5%			68.4	%
Expected dividends		—		—		—
Expected term	3.0 - 6.0 years		6.0 years		5.6 years
Risk-free interest rate	0.3% - 0.9%		1.0%			2.6	%

In determining the expected term, the Company examined concentrations of option holdings and historical patterns of option exercises and forfeitures, as well as forward-looking factors, in an effort to determine if there were any discernable employee populations. From this analysis, the Company identified two primary employee populations, one consisting of certain senior executives and the other consisting of substantially all other recipients.

The expected volatility rate was estimated based on historical volatility. In determining expected volatility, the Company also reviewed the market-based implied volatility of actively traded options of its common stock and determined that historical volatility utilized to estimate the expected volatility rate did not differ significantly from the implied volatility.

The expected term computation is based on historical exercise and cancellation patterns and forward-looking factors, where present, for each population identified. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The pre-vesting forfeiture rate is based on historical rates and forward-looking factors for each population identified. The Company adjusts the estimated forfeiture rate to its actual experience.

Options outstanding and exercisable under the 2009 Plan as of December 31, 2021, and changes during each of the years in the three-year period prior to December 31, 2021, were as follows (in millions, except share and per share data):

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value as of December 31, 2021
Outstanding at December 31, 2018		624,938		$	31.21
Granted		658,500			4.95
Exercised		—			—
Forfeited and cancelled		(173,304	)		23.04
Outstanding at December 31, 2019		1,110,134			16.90
Granted		946,500			4.93
Exercised		(18,166	)		4.99
Forfeited and cancelled		(220,943	)		33.52
Outstanding at December 31, 2020		1,817,525			8.77
Granted		749,250			8.81
Exercised		(65,499	)		5.03
Forfeited and cancelled		(199,523	)		33.14
Outstanding at December 31, 2021		2,301,753		$	6.77	8.0 years	$	16
Exercisable at December 31, 2021		730,828		$	6.76	6.8 years	$	5

The weighted-average grant date fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019, respectively, was $6.22, $3.17 and $3.05. The aggregate intrinsic value (calculated as the number of in-the-money stock options multiplied by the difference between the Company’s closing stock price on the last trading day of the reporting period ($13.31) and the exercise price of the respective stock options) in the table above represents the amount that would have been received by the option holders had all option holders exercised their options on December 31, 2021. This amount changes based on the market value of the Company’s common stock. The aggregate intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was less than $1 million for both years. There were no options exercised during the year ended December 31, 2019. The aggregate intrinsic value of options vested and expected to vest approximates that of the outstanding options.

The Company has also awarded restricted stock under the 2009 Plan to employees of certain subsidiaries. With respect to time-based vesting restricted stock that has been awarded under the 2009 Plan, the restrictions on these shares have generally lapsed in one-third increments on each of the first three anniversaries of the award date. In addition, certain of the restricted stock awards granted to the Company’s senior executives have contained performance objectives required to be met in addition to any time-based vesting requirements. If the applicable performance objectives are not attained, these awards will be forfeited in their entirety. For performance-based awards, the performance objectives are measured cumulatively over a three-year period. If the applicable target performance objective is met at the end of the three-year period, then the restricted stock award subject to such performance objective will vest in full on the third anniversary of the award date. Additionally, for these performance-based awards, based on the level of achievement for the applicable performance objective within the parameters specified in the award agreement, the number of shares to be issued in connection with the vesting of the award may be adjusted to decrease or increase the number of shares specified in the original award. Notwithstanding the above-mentioned performance objectives and vesting requirements, the restrictions with respect to restricted stock granted under the 2009 Plan may lapse earlier in the event of death, disability or termination of employment by the Company for any reason other than for cause of the holder of the restricted stock, or change in control of the Company. On March 1, 2021, restricted stock awards subject to performance objectives granted on March 1, 2018 vested at 200% of the shares originally granted based on the Company’s cumulative performance compared to objectives for the 2018 through 2020 performance period. Restricted stock awards subject to performance objectives that have not yet been satisfied are not considered outstanding for purposes of determining diluted earnings per share unless the performance objectives have been satisfied on the basis of results through the end of each respective reporting period.

Restricted stock outstanding under the 2009 Plan as of December 31, 2021, and changes during each of the years in the three-year period prior to December 31, 2021, were as follows:

	Shares			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2018		3,308,907		$	7.00
Granted		1,989,000			4.94
Vested		(1,160,667	)		8.89
Forfeited		(279,838	)		5.60
Unvested at December 31, 2019		3,857,402			5.47
Granted		2,205,500			4.90
Vested		(1,123,329	)		5.84
Forfeited		(383,838	)		8.58
Unvested at December 31, 2020		4,555,735			4.84
Granted		2,929,250			8.16
Vested		(2,312,328	)		4.68
Forfeited		(177,343	)		6.33
Unvested at December 31, 2021		4,995,314			6.30

Restricted stock units (“RSUs”) have been granted to the Company’s non-management directors under the 2009 Plan. Each of the Company’s then serving non-management directors received grants under the 2009 Plan of 34,068 RSUs, 34,483 RSUs and 19,296 RSUs on March 1, 2019, 2020 and 2021, respectively, except for the non-management director who was newly appointed in September 2021 who will begin receiving RSUs effective March 1, 2022. Each of the 2019, 2020 and 2021 grants had a grant date fair value of approximately $170,000. Vesting of these RSUs occurs in one-third increments on each of the first three anniversaries of the award date or upon the director’s earlier cessation of service on the board, other than for cause. Beginning with the 2020 grant, each non-management director may elect, prior to the beginning of the calendar year in which the award is granted, to defer the receipt of shares of the Company’s common stock issuable upon vesting until either his or her (i) separation from service with the Company or (ii) attainment of an age specified in advance by the non-management director. A total of four directors elected to defer the receipt of RSUs granted on March 1, 2021 to a future date, and a total of five directors elected to defer the receipt of RSUs granted on March 1, 2020 to a future date.

RSUs outstanding under the 2009 Plan as of December 31, 2021, and changes during each of the years in the three-year period prior to December 31, 2021, were as follows:

	Shares			Weighted- Average Grant Date Fair Value
Unvested at December 31, 2018		397,906		$	6.17
Granted		306,612			4.99
Vested		(162,942	)		7.42
Forfeited		—			—
Unvested at December 31, 2019		541,576			5.13
Granted		310,347			4.93
Vested		(238,184	)		5.47
Forfeited		—			—
Unvested at December 31, 2020		613,739			4.89
Granted		173,664			8.81
Vested		(300,805	)		5.09
Forfeited		—			—
Unvested at December 31, 2021		486,598			6.17