The Company adopted an Incentive Stock Plan on January 18, 2007. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the

Company, by providing them opportunities to acquire the Company’s common stock. While the plan terminated 10 years after the adoption date, issued awards have their own schedule of terminations. As such, the Company is no longer granting awards under this plan and there are no unvested awards as of June 30, 2022.

The Company adopted the 2015 Stock Incentive Plan on April 30, 2015. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. The 2015 Plan permits the grant of options and shares for up to 5 million shares. In addition, there is a provision for an annual increase of 15% of the shares pertaining to the 2015 plan that are outstanding as of the last day of the prior year. As of June 30, 2022, approximately 4.4 million shares are available.

The Company determines the fair value of restricted stock-based awards based on the market price on the date of grant. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances and recognizes forfeitures as they occur.

For the six months ended June 30, 2022 and 2021, the Company recognized an expense of approximately $8.5 million and $10.8 million, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations).

Under the 2015 Stock Incentive Plan, the Company has issued options to purchase approximately 3.2 million shares at an average price of $7.98 with a fair value of $182.1 million. For the six months ended June 30, 2022 and 2021, the Company issued options to purchase 0 and 304,750 shares, respectively. Upon exercise, shares of new common stock are issued by the Company.

A summary of the status of the Company’s outstanding stock options as of June 30, 2022 and changes during the periods ending on that date is as follows:


				Weighted Average						Weighted
	Shares			Exercise		Grant Date Fair		Aggregate Intrinsic		Average Remaining
	(000’s)			Price		Value		Value (000’s)		Term (Yrs)
Options
At December 31, 2021		3,600		$	7.47			$	241,515		6.37
Granted		—		$	—	$	—
Exercised		(401	)	$	3.57	$	50.93	$	21,636
Forfeiture and cancelled		(19	)	$	6.43
At June 30, 2022		3,180		$	7.98			$	182,105		6.07
Exercisable at June 30, 2022		2,383		$	5.80			$	141,688		5.58

The following table summarizes information about employee stock options outstanding at June 30, 2022:


	Outstanding Options						Vested Options
	Number						Number
	Outstanding		Weighted		Weighted		Exercisable		Weighted		Weighted
Range of	at		Averaged		Averaged		at		Averaged		Averaged
Exercise	June 30,		Remaining		Exercise		June 30,		Exercise		Remaining
Price	2022 (000’s)		Life		Price		2022 (000’s)		Price		Life
$0.20 - $0.53		20		1.59	$	0.34		20	$	0.34		1.59
$0.65 - $1.80		10		2.66	$	1.05		10	$	1.05		2.66
$1.83 - $2.84		105		3.52	$	1.97		105	$	1.97		3.52
$3.20 - $6.20		2,665		5.88	$	4.14		2,123	$	4.20		5.57
$7.20-$60.00		380		8.44	$	37.16		125	$	37.30		8.44
Outstanding options		3,180		6.07	$	7.98		2,383	$	5.80		5.58

As of June 30, 2022, the Company had approximately $5.5 million of unrecognized pre-tax non-cash compensation expense related to options to purchase shares, which the Company expects to recognize, based on a weighted-average period of 1.4 years. The Company used straight-line amortization of compensation expense over the two to three-year requisite service or vesting period of the grant. The maximum contractual term of the Company's stock options is 10 years. The Company recognizes forfeitures as they occur. There are options to purchase approximately 2.4 million shares that have vested as of June 30, 2022.

Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holders of a restricted stock award are generally entitled after the release to transact and obtain the same rights as rights of a shareholder of the Company, including the right to vote the shares. The holders of unvested restricted stock awards do not have the same rights as shareholders including but not limited to any dividends which may be declared by the Company, and do not have the right to vote. The value of restricted stock awards that vest over time is established by the market price on the date of its grant. A summary of the Company’s restricted stock award activity for the six months ended June 30, 2022 and 2021 is presented in the following table:


	For the six months ended
	June 30, 2022					June 30, 2021
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares (000's)			Fair Value		Shares (000's)			Fair Value
Unvested at beginning of period		0.2		$	14.72		66		$	14.78
Transfers to restricted stock units		—			—		(46	)		34.02
Granted		—			—		—			—
Vested		—			—		—			22.30
Forfeiture and cancelled		(0.2	)		14.72		—			34
Unvested at end of period		—		$	—		20		$	14.72

There were no shares vested during the six months ended June 30, 2022. There are no outstanding restricted stock awards as of June 30, 2022.

Restricted stock units are awards that give the holder the right to receive one share of common stock for each restricted stock unit upon meeting service-based vesting conditions (typically annual vesting in three equal annual installments, with a requirement that the holder remains in the continuous employment of the Company). The holders of unvested units do not have the same rights as stockholders including but not limited to any dividends which may be declared by the Company, and do not have the right to vote. The value of restricted stock units that vest over time is established by the market price on the date of its grant. A summary of the Company’s restricted stock unit activity for the six months ended June 30, 2022 and 2021 is presented in the following table:


	For the six months ended
	June 30, 2022					June 30, 2021
				Weighted					Weighted
				Average					Average
				Grant Date					Grant Date
	Shares (000's)			Fair Value		Shares (000's)			Fair Value
Unvested at beginning of period		566		$	52.66		—		$	—
Transfers from restricted stock awards		—			—		46			34.02
Granted		202			73.33		510			51.03
Vested		(145	)		51.08		—			—
Forfeited and cancelled		(42	)		61.17		(15	)		50.67
Unvested at end of period		581		$	59.62	$	541		$	49.59

The total fair value of shares vested during the six months ended June 30, 2022 was $7.4 million. Unrecognized compensation expense related to outstanding restricted stock units to employees and directors as of June 30, 2022 and 2021 was $25.8 million and $22.5 million, respectively, and is expected to be expensed over the next 2.2 years.

The Company issues stock-based awards to third-party consultants for providing marketing, sales, and general business development services related to Celsius products. The stock-based awards are in the form of restricted stock units with performance vesting conditions (“performance stock units” or “PSUs”). The holders of unvested PSUs do not have the same rights as stockholders including but not limited to any dividends which may be declared by the Company, and do not have the right to vote. The PSU performance vesting conditions are linked to the consultants obtaining specified incremental earnings for the Company in a given year over the performance vesting period, typically five years. The fair value of PSUs is based on the market price of the underlying stock on the grant date. The Company recognizes compensation cost for performance stock awards issued to non-employees in the same manner and periods as though cash had been paid for services received. A summary of the Company’s PSU activity for the six months ended June 30, 2022 and 2021 is presented in the following table:


	For the six months ended
	June 30, 2022				June 30, 2021
			Weighted				Weighted
			Average				Average
			Grant Date				Grant Date
	Shares (000's)		Fair Value		Shares (000's)		Fair Value
Unvested at beginning of period		15	$	64.65		—	$	—
Granted		—		—		—		—
Vested		—		—		—		—
Forfeited and cancelled		—		—		—		—
Unvested at end of period		15	$	64.65	$	—	$	—

The total fair value of awards vested during the six months ended June 30, 2022 was $0.1 million. Unrecognized compensation expense related to outstanding PSUs issued to non-employee consultants as of June 30, 2022 was approximately $0.8 million and is expected to be expensed over the next 4.1 years.

There were certain Board of Directors members and employees whose service was terminated during 2021. In connection with their terminations, the vesting conditions of the previously granted awards were modified to accelerate the vesting of specified un-vested awards pursuant to Board resolutions or severance agreements. Pursuant ASC 718, these were Type III modifications requiring re-valuation of un-vested awards to modification date fair value with recognition of compensation expense over the remaining service period. There have been no modifications in the three and six months ended June 30, 2022. Modifications during the three and six month period ended June 30, 2021 resulted in additional stock based compensation expense of $3.2 million for both periods.