The Company’s 2018 Long Term Incentive Compensation Plan, as amended (the “2018 Plan”) permits it to issue stock options (incentive and/or non-qualified), stock appreciation rights (“SARs”), RSAs, RSUs, cash-settled phantom stock units (“CPSUs”), and other equity and cash awards to employees and any consultant or advisor to the Company or subsidiary. Non-employee directors and the chairman emeritus are eligible to receive all such awards, other than incentive stock options. Pursuant to the 2018 Plan, 12,700,000 shares of the Company’s common stock are reserved for issuance. For purposes of determining the number of shares available for issuance under the 2018 Plan, stock options and SARs (except cash-settled SARs) count against the 12,700,000 limit as one share of common stock for each share granted and restricted stock or any other full value stock award count as issuing 2.30 shares of common stock for each share granted. Any awards that are not settled in shares of common stock are not counted against the share limit. As of December 31, 2021, there were 4,434,660 shares available for future grants under the 2018 Plan.

On April 12, 2021, the Board of Directors granted 600,000 RSUs and 300,000 RSAs with market-based and service-based vesting conditions (collectively the “Stock Awards”), solely to the Company’s President and Chief Executive Officer pursuant to the 2018 Plan. The Stock Awards are classified as equity with separate tranches and requisite service periods identified for each separately achievable component. As of the grant date, the fair value of the Stock Awards was $48.7 million and was calculated using a Monte Carlo simulation. The fair value of the RSAs was estimated at $19.4 million and segregated into 15 tranches with expense recognition periods ranging from 2.2 to 6.0 years. The fair value of the RSUs was estimated at

$29.3 million and segregated into four tranches with expense recognition periods ranging from 6.7 to 8.7 years. We recognized $6.3 million of stock compensation expense for the Stock Awards during the year ended December 31, 2021.

In connection with the acquisition of theScore on October 19, 2021, the Company registered theScore Plan. theScore Plan permits the Company to issue non-qualified stock options and RSUs to employees and service providers affiliated with theScore prior to the acquisition date. At the date of acquisition, the Company rolled over all outstanding, non-vested and unexercised stock options and non-vested RSUs equivalent to 853,904 shares of the Company. Each rollover option and RSU is subject to substantially the same terms and conditions applicable to the award immediately prior to the acquisition. In connection with the transaction, the vesting provisions of unvested options and RSUs, awarded under the theScore Plan prior to August 4, 2021, were amended to provide for a new acceleration right for legacy Score employees and service providers. The amendment provides that, if an involuntary termination without cause occurs at any time prior to April 19, 2023, unvested options and RSUs will automatically accelerate and become fully vested on the effective date of termination.

In November 2008, the Company’s shareholders approved the 2008 Long Term Incentive Compensation Plan (the “2008 Plan”), which permitted the Company to issue stock options (incentive and/or non-qualified), SARs, RSAs, CPSUs and other equity and cash awards to employees. Non-employee directors were eligible to receive all such awards, other than incentive stock options. Upon approval of the 2018 Plan, awards were no longer available to be granted under the 2008 Plan. However, the 2008 Plan remains in place until all of the awards previously granted thereunder have been paid, forfeited or expired.

Stock-based compensation expense, which pertains principally to our stock options, RSAs and RSUs for the years ended December 31, 2021, 2020 and 2019 totaled $35.1 million, $14.5 million and $14.9 million, respectively, and is included within the Consolidated Statements of Operations under “General and administrative.”

Stock options that expire between January 6, 2022 and October 8, 2031 have been granted to officers, directors, employees, and predecessor employees to purchase common stock at prices ranging from $2.51 to $117.82 per share, including options rolled over from theScore Plan. All options were granted at the fair market value of the common stock on the grant date (as defined in the respective plan document) and have contractual lives ranging from four to ten years. The Company issues new authorized common shares to satisfy stock option exercises.

During the year ended December 31, 2021, the Company granted 587,399 stock options, of which 352,768 were rolled over under theScore Plan. The Company granted 652,733, and 2,436,811 stock options during the years ended December 31, 2020 and 2019, respectively.


	Number of Option Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2021	3,599,189	$	19.79
Granted and rolled over	587,399	$	41.96
Exercised	(627,523)	$	17.28
Forfeited	(201,691)	$	27.24
Outstanding as of December 31, 2021	3,357,374	$	23.69	6.28	$	100.0
Exercisable as of December 31, 2021	1,551,263	$	18.56	4.62	$	50.8

The combined weighted-average grant-date fair value of options granted and rolled over under theScore Plan during the year ended December 31, 2021, was $57.70. The weighted-average grant-date fair values of options granted during the years ended December 31, 2020 and 2019 were $8.62 and $6.39, respectively. The aggregate intrinsic values of stock options exercised during the years ended December 31, 2021, 2020 and 2019 were $53.1 million, $128.9 million and $2.0 million, respectively. The total fair values of stock options that vested during the years ended December 31, 2021, 2020 and 2019 were $6.2 million, $9.6 million and $6.2 million, respectively.

As of December 31, 2021, the unamortized compensation costs not yet recognized related to stock options granted totaled $24.1 million and the weighted-average period over which the costs are expected to be recognized was 1.6 years.

As noted above, the Company grants RSAs and RSUs to our employees and certain non-employee directors. In addition, the Company issues its named executive officers (“NEOs”) and other key executives RSAs and RSUs with performance conditions (we refer to our RSAs and RSUs with performance conditions as “PSAs”), which are discussed in further detail below.

The Company’s Performance Share Programs (as defined below) were adopted in order to provide our NEOs and certain other key executives with stock-based compensation tied directly to the Company’s performance, which further aligns their interests with those of shareholders and provides compensation only if the designated performance goals are met for the applicable performance periods.

On April 12, 2021, in addition to the Stock Awards mentioned above, an aggregate of 94,673 PSAs with performance-based vesting conditions, at target, was granted under the Performance Share Program II, to be granted in one-third increments.

PSAs issued pursuant to the Performance Share Programs consist of three one-year performance periods over a three-year service period. The awards have the potential to be earned at between 0% and 200% of the number of shares granted depending on achievement of the annual performance goals, but remain subject to vesting for the full three-year service period.

The grant date fair values of our RSAs and RSUs are based on the most recent closing stock price of the Company’s shares of common stock. The stock-based compensation expense is recognized over the remaining service period at the time of grant, adjusted for the Company’s expectation of the achievement of the performance conditions. During the year ended December 31, 2021, the Company granted 871,763 RSAs and RSUs without performance conditions, of which 501,136 were RSUs rolled over under theScore Plan.


	With Performance Conditions			Without Performance Conditions
	Number of Shares	Weighted- Average Grant Date Fair Value		Number of Shares	Weighted- Average Grant Date Fair Value
Nonvested as of January 1, 2021	229,632	$	28.84	390,815	$	25.67
Granted and rolled over	1,106,613	$	62.81	871,763	$	78.15
Vested	(136,859)	$	31.38	(142,350)	$	24.83
Forfeited	(31,022)	$	77.12	(17,215)	$	47.81
Nonvested as of December 31, 2021	1,168,364	$	58.89	1,103,013	$	66.90

As of December 31, 2021, the unamortized compensation costs not yet recognized related to RSAs and RSUs totaled $117.3 million and the weighted-average period over which the costs are expected to be recognized is 3.4 years. The total fair values of RSAs and RSUs that vested during the year ended December 31, 2021 was $28.9 million. The total fair values of RSAs that vested during the years ended December 31, 2020 and 2019 were $16.7 million and $5.5 million, respectively.

Our outstanding CPSUs entitle employees, non-employee directors, and the chairman emeritus to receive cash based on the fair value of the Company’s common stock on the vesting date. Our CPSUs vest over a period of three or four years. The cash-settled CPSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period. The Company has a liability, which is included in “Accrued expenses and other current liabilities” within the Consolidated Balance Sheets, associated with its cash-settled CPSUs of $8.6 million and $10.1 million as of December 31, 2021 and 2020 respectively.

For CPSUs held by employees, non-employee directors, and the chairman emeritus of the Company, there was $13.2 million of total unrecognized compensation cost as of December 31, 2021 that will be recognized over the awards remaining weighted-average vesting period of 1.1 years. For the years ended December 31, 2021, 2020 and 2019, the Company recognized $12.1 million, $11.5 million, and $4.1 million of compensation expense associated with these awards, respectively. Compensation expense associated with our CPSUs is recorded in “General and administrative” within the Consolidated Statements of Operations. We paid $13.3 million, $4.7 million, and $2.5 million during the years ended December 31, 2021, 2020 and 2019, respectively, pertaining to our cash-settled CPSUs.

Our outstanding cash-settled SARs are accounted for as liability awards since they will be settled in cash and vest over a period of four years. The fair value of cash-settled SARs is calculated each reporting period and estimated using the Black-Scholes option pricing model. The Company has a liability, which is included in “Accrued expenses and other current liabilities” within the Consolidated Balance Sheets, associated with its cash-settled SARs of $18.5 million and $54.6 million as of December 31, 2021 and 2020 respectively.

For SARs held by employees of the Company, there was $25.0 million of total unrecognized compensation cost as of December 31, 2021 that will be recognized over the awards remaining weighted-average vesting period of 1.8 years. For the years ended December 31, 2021, 2020, and 2019 the Company recognized a charge to compensation expense of $3.1 million, $69.7 million, and $10.7 million respectively. Compensation expense associated with our SARs is recorded in “General and administrative” within the Consolidated Statements of Operations. We paid $39.6 million, $32.6 million and $3.5 million during the years ended December 31, 2021, 2020 and 2019, respectively, related to cash-settled SARs.