Stock-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

We maintain a stock-based compensation program intended to attract, retain and provide incentives for talented employees and directors and align stockholder and employee interests. Currently, we grant options and restricted stock units ("RSUs") from the 2010 Equity Compensation Plan (“2010 ECP”) and the 2017 ECP. Option and RSUs vesting periods are generally up to three years and/or achieving certain financial targets.

On August 14, 2019, the Inuvo Nominating, Corporate Governance and Compensation Committee approved modifications to the outstanding RSU grants under the 2010 and 2017 ECP plans. The modifications include deeming the performance criteria for the performance based RSU grants with a measurement period based on June 30, 2019 as met and vested. In addition, any remaining RSU grants outstanding were modified to vest in three equal parts on August 19, 2019, January 1, 2020 and July 1, 2020 as long as the grantee is employed by Inuvo on the vesting date.

On August 21, 2019 our board of directors adopted, subject to stockholder approval, an amendment to our 2017 ECP to increase in the number of shares reserved for issuance upon grants made under the plan by an additional 6,800,000 shares of our common stock. The stockholders approved the amendment to our 2017 ECP at the annual stockholders meeting on October 4, 2019.

On January 1, 2020, in accordance with the plan provisions, the number of shares available for issuance under the 2017 and 2010 ECP plans were increased by 150,000 and 250,000 shares, respectively.

Compensation Expense

For the three months ended March 31, 2020 and March 31, 2019, we recorded stock-based compensation expense for all equity incentive plans of $208,897 and $96,871, respectively. Total compensation cost not yet recognized at March 31, 2020 was $424,464 to be recognized over a weighted-average recognition period of 1.0 year.

The following table summarizes the stock grants outstanding under our 2005 Long-Term Incentive Plan ("2005 LTIP"), the 2010 ECP and the 2017 ECP for the three months ended March 31, 2020:


	Options Outstanding	RSUs Outstanding	Options and RSUs Exercised	Available Shares	Total
2017 ECP	—	1,165,479	728,346	7,356,175	9,250,000
2010 ECP (**)	14,498	1,072,171	3,969,590	275,759	5,332,018
2005 LTIP (*)	—	—	953,835	—	953,835
Total	14,498	2,237,650	5,651,771	7,631,934	15,535,853

(*) Expired June 2015

(**) Expires April 2020

The following table summarizes the activities of stock option awards under the 2005 LTIP and the 2010 ECP as of March 31, 2020:


	Shares Subject to Options Outstanding
	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance as of December 31, 2019	18,248	$	1.74	1.8	$	2,019
Stock options canceled	3,750	$	3.7	—	—
Balance as of March 31, 2020	14,498	$	1.23	1.64	$	2,019
Stock options exercisable as of March 31, 2020	14,498	$	1.23	1.64	$	2,019

The following table summarizes the activities for our unvested RSUs for the three months ended March 31, 2020:


	Unvested RSUs
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested as of December 31, 2019	2,568,951	$	0.79
Granted	—	$	—
Vested	331,301	$	0.21
Forfeited	—	$	—
Unvested as of March 31, 2020	2,237,650	$	0.27