The Company currently has one active plan, the Seventh Amended and Restated LendingTree 2008 Stock Plan (the "Equity Award Plan"), under which future awards may be granted, which currently covers outstanding stock options to acquire shares of the Company's common stock, restricted stock, restricted stock with performance conditions, RSUs and RSUs with performance conditions, and provides for the future grants of these and other equity awards. Under the Equity Award Plan, the Company is authorized to grant stock options, restricted stock, RSUs and other equity-based awards for up to 6.7 million shares of LendingTree common stock to employees, and to non-employee consultants and directors.

The Equity Award Plan has a stated term of ten years and provides that the exercise price of stock options granted will not be less than the market price of the common stock on the grant date. The Equity Award Plan does not specify grant dates or vesting schedules, as those determinations are delegated to the Compensation Committee of the board of directors. Each grant agreement reflects the vesting schedule for that particular grant, as determined by the Compensation Committee. The Compensation Committee has the authority to modify the vesting provisions of an award.

Non-cash compensation related to equity awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of revenue	$	1,639	$	1,319	$	755
Selling and marketing expense	7,480		6,240		5,785
General and administrative expense	50,989		39,650		39,177
Product development	8,447		6,524		6,450
Total non-cash compensation	$	68,555	$	53,733	$	52,167

For the years ended December 31, 2021, 2020 and 2019, the Company recognized $14.1 million, $11.4 million and $12.2 million of income tax benefit, including state taxes, related to non-cash compensation. Additionally, for the years ended December 31, 2021, 2020 and 2019, the Company recognized $11.7 million, $2.5 million and $17.1 million, respectively, of excess tax benefit, including state taxes, in income tax expense. See Note 2—Significant Accounting Policies, for additional information regarding excess tax benefits and deficiencies.

A summary of changes in outstanding stock options is as follows:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value(a)
		(per option)		(in years)	(in thousands)
Outstanding at December 31, 2020	924,710	$	111.82
Granted	71,397	241.19
Exercised	(306,113)	7.30
Forfeited	(13,063)	261.62
Expired	(638)	304.85
Outstanding at December 31, 2021	676,293	$	169.71	5.57	$	25,789
Options exercisable	442,957	$	113.35	3.98	$	25,789

(a)The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $122.60 on the last trading day of 2021 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2021. The intrinsic value changes based on the market value of the Company's common stock.

As of December 31, 2021, there was approximately $22.2 million of unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted-average period of approximately 3.3 years.

Upon exercise, the intrinsic value represents the pre-tax difference between the Company's closing stock price on the exercise date and the exercise price, multiplied by the number of stock options exercised. During the years ended December 31, 2021, 2020 and 2019, the total intrinsic value of stock options that were exercised was $51.4 million, $6.8 million and $50.2 million, respectively. Cash received from stock option exercises and the related actual tax benefit realized were $2.2 million and $13.1 million, respectively, for the year ended December 31, 2021.

During the years ended December 31, 2021, 2020 and 2019, the Company granted stock options with a weighted average grant date fair value per share of $128.86, $116.08 and $167.10, respectively, of which the vesting periods include (a) immediately upon grant, (b) earlier of one year from grant date and the Company's annual meeting of stockholders for 2022, (c) 33% over a period of three years from the grant date, (d) 25% over a period of four years from the grant date, and (e) certain grants to executive officers that vest over periods of up to six years.

For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the stock options, except the December 2020 grant to the Chairman and Chief Executive Officer described below, was estimated using the Black-Scholes option pricing model, which requires the use of various key assumptions. The weighted average assumptions used are as follows:


	Year Ended December 31,
	2021	2020	2019
Expected term (1)	5.00-6.00 years	5.00 - 6.25 years	5.00 - 6.25 years
Expected dividend (2)	—	—	—
Expected volatility (3)	53% - 59%	52%- 60%	51% - 55%
Risk-free interest rate (4)	0.59% - 1.15%	0.33%- 0.96%	1.46% - 2.55%

(1)The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees.

(2)For all stock options granted during the years ended December 31, 2021, 2020 and 2019, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

(4)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date.

In December 2020, the Company granted time-based stock options to its Chairman and Chief Executive Officer at a premium exercise price of $300, representing an approximate 25% premium over the closing market price of LendingTree's common stock on the date of grant. The net after-tax shares acquired through exercise of these stock options are subject to a two-year post-exercise holding requirement. For purposes of determining stock-based compensation expense, the grant date fair value per share of these time-based stock options was estimated using the Monte Carlo simulation model. The key assumptions used in the valuation are as follows:

(1)An average expected term of 6.90 years based on the midpoint between the first day that the stock options are both vested and in-the-money and the end of the contractual term.


	Number of Options with Market Conditions	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value(a)
		(per option)		(in years)	(in thousands)
Outstanding at December 31, 2020	700,209	$	236.01
Granted	—	—
Exercised	—	—
Forfeited	—	—
Expired	—	—
Outstanding at December 31, 2021	700,209	$	236.01	6.75	$	—
Options exercisable	—	$	—	0	$	—

As of December 31, 2021, there was approximately $36.5 million of unrecognized compensation cost related to stock options with market conditions. These costs are expected to be recognized over a weighted-average period of approximately 1.8 years. For single cliff-vesting stock options with market conditions, the fair value will be recognized on a straight-line basis through each grant’s vest date, whether or not any of the total shareholder return targets are met. For graded-vesting stock options with market conditions, the fair value will be recognized using graded vesting expense attribution, whether or not any of the total shareholder return targets are met.

No stock options with market conditions were granted in 2021. During the years ended December 31, 2020 and 2019, the Company granted stock options with a weighted-average grant date fair value per share of $142.54 and $230.81, respectively. The single cliff-vesting stock options granted during the years ended December 31, 2020 and 2019 have vest dates of March 31,

2024 and March 31, 2023, respectively. The graded-vesting stock options granted during the year ended December 31, 2020 have a vesting schedule with vesting dates of December 31, 2024, December 31, 2025 and December 31, 2026.

For purposes of determining stock-based compensation expense, the weighted-average grant date fair value per share of the stock options with a market condition was estimated using the Monte Carlo simulation model, which requires the use of various key assumptions.


	Year Ended December 31,
	2020		2019
Expected term (1)	7.00 years		7.00 years
Expected dividend (2)	—		—
Expected volatility (3)	51	%	51	%
Risk-free interest rate (4)	1.03	%	2.54	%

(1)The expected term of stock options with a market condition granted was calculated using the midpoint between the weighted average time of vesting and the end of the contractual term.

(2)For all stock options with a market condition granted during the years ended December 31, 2020 and 2019, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate.

In December 2020, the Company granted graded-vesting stock options with a market condition to its Chairman and Chief Executive Officer at a premium exercise price of $300, representing an approximate 25% premium over the closing market price of LendingTree's common stock on the date of grant. The net after-tax shares acquired through exercise of these stock options are subject to a two-year post-exercise holding requirement. The key assumptions used in the Monte Carlo simulation model to determine the grant date fair value per share of these graded-vesting stock options with a market condition are as follows:

The single cliff-vesting stock options with a market condition granted in 2020 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 81% stock price appreciation and a maximum of 31,940 shares for achieving superior performance. No shares will vest unless 41% of the targeted performance is achieved. The performance measurement period ends on March 31, 2024. The graded-vesting stock options with a market condition granted in 2020 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 135% stock price appreciation and a maximum of 363,464 shares for achieving superior performance. No shares will vest unless 81% of the targeted performance is achieved. The performance measurement period ends on March 31, 2025.

The stock options with a market condition granted in 2019 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 81% stock price appreciation and a maximum of 27,132 shares for achieving superior performance. No shares will vest unless 41% of the targeted performance is achieved. The performance measurement period ends on March 31, 2023.

Certain of the stock options with a market condition granted in 2018 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 110% stock price appreciation and a maximum of 52,332 shares for achieving superior performance. No shares will vest unless 70% of the targeted performance is achieved. The performance measurement period ends on September 30, 2022. The remaining stock options with a market condition granted in 2018 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 81% stock price appreciation and a maximum of 21,982 shares for achieving superior performance. No shares will vest unless 41% of the targeted performance is achieved. The performance measurement period ends on March 31, 2022.

For all stock options with market conditions, time-based service vesting conditions would also have to be satisfied in order for shares to become fully vested and no longer subject to forfeiture.

A summary of changes in outstanding nonvested RSUs is as follows:


	RSUs
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at December 31, 2020	194,686	$	289.82
Granted (a)	263,779	209.25
Vested	(91,670)	289.63
Forfeited	(58,727)	260.13
Nonvested at December 31, 2021	308,068	$	226.55

As of December 31, 2021, there was approximately $45.3 million of unrecognized compensation cost related to RSUs. These costs are expected to be recognized over a weighted-average period of approximately 1.8 years.


	RSUs with Performance Conditions
	Number of Units	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at December 31, 2020	6,328	$	223.90
Granted	—	—
Vested	(6,328)	223.90
Forfeited	—	—
Nonvested at December 31, 2021	—	$	—

The total fair value of RSUs with performance conditions that vested during the years ended December 31, 2021, 2020, and 2019 was $0.9 million, $2.6 million, and $18.8 million, respectively.


	RSAs with Performance Conditions
	Number of Awards	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at December 31, 2020	23,804	$	340.25
Granted	—	—
Vested	(23,804)	340.25
Forfeited	—	—
Nonvested at December 31, 2021	—	$	—

No RSAs with performance conditions were granted in 2021, 2020, or 2019. During 2018, the Company granted time-vested RSAs with a performance condition to its Chairman and Chief Executive Officer, which vested through December 31, 2021. The terms of this award were fixed in compensation agreements in July 2017 with a total grant date fair value of $21.9 million. The performance condition was tied to the Company's operating results during the first six months of 2018, and has been met.

The total fair value of RSAs with performance conditions that vested during the years ended December 31, 2021, 2020 and 2019 was $4.1 million, $6.2 million and $8.2 million, respectively.


	RSAs with Market Conditions
	Number of Awards	Weighted Average Grant Date Fair Value
		(per unit)
Nonvested at December 31, 2020	26,674	$	340.25
Granted	—	—
Vested	—	—
Forfeited	—	—
Nonvested at December 31, 2021	26,674	$	340.25

No RSAs with market conditions were granted in 2021, 2020 or 2019. During 2018, the Company granted RSAs with market conditions to its Chairman and Chief Executive Officer with a total grant date fair value of $1.9 million. These RSAs with a market condition have a target number of shares that vest upon achieving a targeted total shareholder return performance of 110% stock price appreciation and a maximum of 44,545 shares for achieving superior performance. No shares will vest unless 70% of the targeted performance is achieved. The performance measurement period ends on September 30, 2022. Time-based service vesting conditions would also have to be satisfied in order for shares to become fully vested and no longer subject to forfeiture.

As of December 31, 2021, there was approximately $0.3 million of unrecognized compensation cost related to RSAs with market conditions. These costs are expected to be recognized over a weighted-average period of approximately 0.8 years.

During 2021, the Company implemented an employee stock purchase plan ("ESPP"), under which a total of 262,731 shares of the Company's common stock were reserved for issuance. The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code. Under the terms of the ESPP, eligible employees are granted options to purchase shares of the Company's common stock at 85% of the lesser of (1) the fair market value at time of grant or (2) the fair market value at time of exercise. The offering periods and purchase periods are typically 6-month periods ending on June 30 and December 31 of each year.

During the year ended December 31, 2021, 5,543 shares were purchased under the ESPP at a weighted average purchase price of $103.62 per share, resulting in cash proceeds of $0.6 million. As of December 31, 2021, 257,188 shares were available for issuance under the ESPP.

For the year ended December 31, 2021, the Company granted Employee Stock Purchase Rights to certain employees with a grant date fair value per share of $42.39, calculated using the Black-Scholes option pricing model. For purposes of determining stock-based compensation expense, the grant date fair value per share estimated using the Black-Scholes option pricing model required the use of the following key assumptions:

(4)The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the Employee Stock Purchase Rights, in effect at the grant date.