14. Stock-Based Compensation

CPI Card Group Inc. Omnibus Incentive Plan

During October 2015, the Company adopted the CPI Card Group Inc. Omnibus Incentive Plan (the “Omnibus Plan”) pursuant to which cash and equity based incentives may be granted to participating employees, advisors and directors. The Company had reserved 800,000 shares of common stock for issuance under the Omnibus Plan. Effective September 25, 2017, the Omnibus Plan was amended and restated, providing for an increase in the number of shares of common stock authorized for issuance thereunder by 400,000. The increase was made effective in the fourth quarter of 2017 by stockholder approval in accordance with applicable law, after which the Company had reserved 1,200,000 shares of common stock for issuance. As of September 30, 2019, there were 228,555 shares available for grant under the Omnibus Plan.

During the nine months ended September 30, 2019, the Company did not grant any awards of non-qualified stock options.

The following is a summary of the activity in outstanding stock options under the Omnibus Plan:


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual Term
	Options	Price		(in Years)
Outstanding as of December 31, 2018	910,627	$	14.99
Granted	—		—
Forfeited	(69,808)		12.45
Outstanding as of September 30, 2019	840,819	$	15.20	7.62
Options vested and exercisable as of September 30, 2019	517,794		16.57	7.52
Options vested and expected to vest	840,819		15.20	7.62

The following is a summary of the activity in non-vested stock options under the Omnibus Plan:


		Weighted-Average
	Number	Grant-Date Fair Value

Non-vested as of December 31, 2018	605,352	$	3.14
Granted	-		-
Forfeited	(51,567)		3.25
Vested	(230,760)		2.28
Non-vested as of September 30, 2019	323,025	$	3.74

Unvested options as of September 30, 2019, will vest as follows:


2019		45,345
2020		225,980
2021		51,700
Total unvested options as of September 30, 2019		323,025

The weighted-average grant-date fair value of options granted was as follows:

The following table summarizes the changes in the number of outstanding restricted stock units:


				Weighted-
				Average
		Weighted-		Remaining
		Average		Amortization
		Grant-Date		Period
	Units	Fair Value		(in Years)
Outstanding as of December 31, 2018	68,649	$	6.25
Granted	—
Vested	(57,563)		3.15
Forfeited	(1,830)		21.75
Outstanding as of September 30, 2019	9,256	$	22.44	0.60

During the nine months ended September 30, 2019, the Company did not grant any awards of restricted stock units.

Unvested restricted stock units as of September 30, 2019, will vest as follows:


2019		—
2020		9,013
2021		243
Total unvested restricted stock units as of September 30, 2019		9,256

The following table summarizes the changes in the number of outstanding cash performance units:


		Units
Outstanding as of December 31, 2018		425,012
Granted
Vested		(212,505)
Forfeited		(40,181)
Outstanding as of September 30, 2019		172,326

These awards will settle in cash in three annual payments on the first, second and third anniversaries of the date of grant. The cash performance units are based on the performance of the Company’s stock, measured based on the Company’s stock price at each of the first, second and third anniversaries of the grant date of March 22, 2017, compared to the Company’s stock price on the date of grant. During the nine months of 2019, the second tranche of the cash performance units vested. Accordingly, the Company made a cash payment of $106 to the award recipients.

The Company recognizes compensation expense on a straight-line basis for each annual performance period. The cash performance units are accounted for as a liability and re-measured to fair value at the end of each reporting period. As of September 30, 2019, the Company recognized a liability of $73 in “Accrued expenses” in the Condensed Consolidated Balance Sheet for unsettled cash performance units.

Compensation expense for the Omnibus Plan for the three months ended September 30, 2019 and 2018 was $9 and $(42), as a result of forfeitures, respectively. Compensation expense for the nine months ended September 30, 2019 and 2018 was $317 and $741, respectively. As of September 30, 2019, the total unrecognized compensation expense related to unvested options, restricted stock units and cash performance unit awards under the Omnibus Plan was $217, which the Company expects to recognize over an estimated weighted-average period of 0.93 years.

CPI Holdings I, Inc. Amended and Restated 2007 Stock Option Plan

In 2007, the Company’s Board of Directors adopted the CPI Holdings I, Inc. Amended and Restated 2007 Stock Option Plan (the “Option Plan”). Under the provisions of the Option Plan, stock options may be granted to employees, directors and consultants at an exercise price greater than or equal to (and not less than) the fair market value of a share on the date the option is granted.

During the nine months ended September 30, 2019, the remaining 6,600 outstanding shares were exercised. As such, there were no outstanding shares remaining as of September 30, 2019.

Compensation expense and unrecorded compensation expense related to options previously granted under the Option Plan, for the three and nine months ended September 30, 2019 and 2018, were de minimis.

Three Months Ended September 30,

Weighted-average grant-date fair value of options granted