2020 Omnibus Incentive Plan - On May 27, 2020, the Board of Directors of the Company (the “Board”) adopted the ZoomInfo Technologies Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan provides for potential grants of the following awards with respect to shares of the Common Stock and OpCo Units: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options or any other form of stock options; (iii) stock appreciation rights; (iv) Restricted Stock; (v) Restricted Stock Units; (vi) OpCo Units, and (vii) other equity-based and cash-based incentive awards as determined by the compensation committee of the Board or any properly delegated subcommittee.

The maximum aggregate number of shares of Common Stock that may be issued pursuant to awards under the Omnibus Plan shall not exceed 18,650,000 shares (including OpCo Units or other securities which have been issued under the plan and were converted into awards based on shares of common stock) (the “Plan Share Reserve”). The Omnibus Plan also contains a provision that will add an additional number of shares of Common Stock to the Plan Share Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x) 5% of the number of shares of Common Stock outstanding on the last day of the immediately preceding year, and (y) the Plan Share Reserve on the last day of the immediately preceding year, and (ii) a lower number of shares of Common Stock as may be determined by the Board.

The Company currently has equity-based compensation awards outstanding as follows: Restricted Stock Units, Common Stock Options, and Restricted Stock. In addition, the Company recognizes equity-based compensation expense from awards granted to employees as further described below under HSKB Incentive Units.

Except where indicated otherwise, the equity-based compensation awards described below are subject to time-based service requirements. For grants issued prior to June 2020, the service vesting condition is generally over four years with 50% vesting on the two years anniversary of the grant date of the award and the remainder vesting monthly thereafter. For awards made after May 2020 to existing employees, the service vesting condition is generally four years with 25% vesting on the one year anniversary of the grant date of the award and 6.25% vesting quarterly thereafter. For performance-based Restricted Stock Units issued in Q3 2022, the service vesting condition is one year and specified company performance targets. Certain additional grants have other vesting periods approved by the Compensation Committee of the Board.


	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
	Restricted Stock Units	Weighted Average Grant Date Fair Value		Restricted Stock Units
Unvested at beginning of period	4,853,795	$	56.74	985,398





Granted	6,516,786	$	46.81	2,719,862
Granted - performance-based	147,445	$	33.89	—
Vested	(821,561)	$	51.95	(291,536)
Forfeited	(1,280,906)	$	56.31	(199,968)
Unvested at end of period	9,415,559	$	49.99	3,213,756

During the year ended December 31, 2021, the Company issued shares of Restricted Stock in exchange for all unvested HoldCo Units, Class P Units, and LTIP Units owned directly by employees of the Company (refer to Note 1 - Organization and Background). The exchanged shares of Restricted Stock remain subject to the same service vesting requirements of the original units. Upon fulfillment of the original employment service conditions, the restrictions will be lifted, and the Restricted Stock will convert to unrestricted Common Stock.


	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
	Restricted stock	Weighted Average Grant Date Fair Value		Restricted stock
Unvested at beginning of period	3,525,373	$	9.21	—


Exchanged HoldCo Units	—	$	—	872,371
Exchanged Class P Units	—	$	—	947,515


Vested	(2,005,106)	$	4.60	(385,120)
Forfeited	(266,394)	$	5.72	(926)
Unvested at end of period	1,253,873	$	17.32	1,433,840


	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
	Options	Weighted Average Exercise Price		Options
Outstanding at beginning of period	417,085	$	21.00	552,440


Exercised	(56,219)	$	21.00	(64,519)
Expired	(7,935)	$	21.00	—
Forfeited	(20,485)	$	21.00	(20,191)
Outstanding at end of period	332,446	$	21.00	467,730


	September 30, 2022
Aggregate intrinsic value (in millions)
Unit Options outstanding	$	6.9
Unit Options exercisable	$	5.2
Weighted average remaining contractual term (in years)
Unit Options outstanding	7.6 years
Unit Options exercisable	7.6 years

All Options outstanding were issued at the time of the IPO in 2020. No additional options have been issued to date. The fair value of Common Stock Options granted at the time of the IPO was determined using the Black-Scholes option pricing model. We estimated the future stock price volatility based on the volatility of a set of publicly traded comparable companies with a look back period consistent with the expected term. The estimated life for the units was based on the expected hold period of private equity owners. The risk-free rate is based on the rate for a U.S. government security with the same estimated life at the time of grant.

During the year ended December 31, 2021, ZoomInfo HoldCo waived the restriction on exchanges of unvested HoldCo Units on condition that such holders accept shares of our common stock subject to the same vesting terms as the corresponding exchanged HoldCo Units. Subsequently, all unvested HoldCo Units, along with the same number of corresponding shares of our Class B common stock held directly by employees of the Company were voluntarily exchanged for shares of Restricted Stock.


	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
	HoldCo Units	Weighted Average Grant Date Fair Value		HoldCo Units
Unvested at beginning of period	—	$	—	1,214,105

Exchanged for Restricted Stock	—	$	—	(872,371)




Vested	—	$	—	(298,177)
Forfeited	—	$	—	(43,557)
Unvested at end of period	—	$	—	—

During the year ended December 31, 2021, the Company permitted employees to exercise the exchange rights on unvested Class P Units, pursuant to Board approval. Subsequently, the Company exercised the exchange rights on unvested Class P Units due to the Holding Company Reorganization (refer to Note 1 - Organization and Background). The recipients received a number of shares of Restricted Stock equal in value to the implied “spread value” of the corresponding Class P Units, calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the per unit participation threshold of such Class P Units. The shares of Restricted Stock received are subject to the same vesting terms as the corresponding exchanged unvested Class P units.


	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
	Class P Units	Weighted Average Participation Threshold		Class P Units
Unvested at beginning of period	—	$	—	8,796,642

Exchanged for Restricted Stock	—	$	—	(1,133,142)




Vested	—	$	—	(4,506,931)
Forfeited	—	$	—	(94,621)
Unvested at end of period	—	$	—	3,061,948


	Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021
	LTIP Units	Weighted Average Participation Threshold		LTIP Units
Unvested at beginning of period	—	$	—	47,620





Granted	—	$	—	247,045


Unvested at end of period	—	$	—	294,665

There are no OpCo Units that are unvested and all vested OpCo Units have been converted into shares of our Common Stock due to the Holding Company Reorganization (refer to Note 1 - Organization and Background). There was no OpCo Unit activity during the nine months ended September 30, 2022 and 2021.

On June 3, 2020, the Board adopted the ZoomInfo Technologies Inc. 2020 Employee Stock Purchase Plan (the “ESPP”) that allows eligible employees to purchase shares of the Company's common stock at a discounted price, through payroll deductions of up to 15% of their eligible compensation and the IRS allowable limit per calendar year. The Board’s Compensation Committee administers the ESPP, including with respect to the frequency and duration of offering periods, the maximum number of shares that an eligible employee may purchase during an offering period, and, subject to certain limitations set forth in the ESPP, the per-share purchase price. Currently, the maximum number of shares that can be purchased by an eligible employee under the ESPP is 1,500 shares per offering period and there are two six-month offering periods that begin in the second and fourth quarter of each fiscal year. The purchase price for one share of Common Stock under the ESPP is currently equal to 90% of the fair market value of one share of Common Stock on the first trading day of the offering period or the purchase date, whichever is lower.

The maximum aggregate number of shares of the Common Stock that may be issued under the ESPP is no more than 7,500,000 shares (the “ESPP Plan Share Reserve”). The ESPP plan also contains a provision that will add an additional number of shares of Common Stock to the ESPP Plan Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x) 1% of the number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year, and (y) the ESPP Plan Share Reserve on the last day of the immediately preceding fiscal year, and (ii) a lower number of shares of Common Stock as may be determined by the Board.

The expected term for the purchases was based on the six-month offering period. We estimate the future stock price volatility based on the historical volatility of the Company with a lookback period commensurate with the expected term of the ESPP purchases. The risk-free rate is the implied yield available on U.S. Treasury zero-coupon bonds issued with a remaining term equal to the expected term.

The Company withheld $2.3 million and $2.9 million worth of ESPP contributions for the three and nine months ended September 30, 2022 on behalf of participating employees through payroll deductions included in Accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets. No shares of Common Stock were purchased under the ESPP for the three and nine months ended September 30, 2022. The Company recognized $0.8 million and $0.9 million of equity-based compensation expenses related to the ESPP for the three and nine months ended September 30, 2022.

The founders of the Company contributed membership units of ZoomInfo OpCo into an upper tier entity, HSKB Funds, LLC, which is controlled by the current CEO of the Company (“HSKB Manager”). In connection with the Reorganization Transactions, HSKB was reorganized into HSKB I and HSKB II (together, “HSKB”), with HSKB I owning OpCo Units and HSKB II owning HoldCo Units.

During the year ended December 31, 2021, HSKB II exchanged their HoldCo Units and paired shares of Class B common stock of the Company for shares of Class A common stock of the Company pursuant to the terms of the limited liability company agreement of HoldCo. Subsequently, HSKB I exchanged their OpCo Units and paired shares of Class B common stock of the Company for shares of Class A common stock of the Company.

HSKB has issued LLC units to the employees of the Company (“HSKB Grant”) in the form of Class 1 units and Class 2 units. Such units may be exchangeable into one share of Common Stock upon vesting. HSKB awards are recorded as compensation expense of the Company in accordance with the measurement and recognition criteria of ASC 718 for awards made by economic interest holders to employees of the Company.

HSKB has also allocated $31.3 million to be paid in cash over three years from 2019 to 2021 if the holder of an HSKB Grant remains employed by the Company as of the payment date. This pool was further expanded in March 31, 2020, when HSKB allocated an additional $5.3 million to be paid out over three years, starting with March 31, 2020, to holders of HSKB Grants who received grants after the March 2018 Carlyle Investment, subject to the holder’s continued employment by the Company. During the nine months ended September 30, 2022, HSKB paid $1.7 million from allocated funds and has $1.1 million remaining to be paid through 2023.

In December 2019, HSKB I adopted the HSKB Funds, LLC 2019 Phantom Unit Plan wherein HSKB may grant Phantom Units (“HSKB Phantom Units”) to employees of the Company. HSKB Phantom Units are recorded as compensation expense of the Company in accordance with the measurement and recognition criteria of ASC 718 for awards made by economic interest holders to employees of the Company. HSKB Phantom Units represent the economic equivalent of one share of common stock in the Company. In connection with the Reorganization Transactions, all HSKB Phantom Units were moved from HSKB I to HSKB II. Within 30 days of the later of the date upon which a Phantom Unit vests, HSKB II must settle the HSKB Phantom Unit in exchange for either (1) cash or (2) Common Stock as determined by the HSKB Manager, in each case, equal to the fair market value of such Common Unit at the time of such exchange.


($ in millions, period in years)	Amount		Weighted Average Remaining Service Period
Restricted Stock Units	$	383.1	2.6
Common Stock Options	0.2		0.9
Restricted Stock	11.7		1.3


HSKB Incentive Units	0.2		0.3
HSKB Phantom Units	13.8		2.8
Employee Stock Purchase Plan	0.6		0.2
Total unamortized equity-based compensation cost	$	409.6	2.6