16. Stock-Based Compensation

CPI Card Group Inc. Omnibus Incentive Plan

In 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 March 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 June 30, 2020, there were 367,703 shares available for grant under the Omnibus Plan.

During the six months ended June 30, 2020, and during the fiscal year ended December 31, 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, 2019	793,084	$	14.91
Forfeited	(80,790)	$	12.26
Outstanding as of June 30, 2020	712,294	$	15.21	6.70
Options vested and exercisable as of June 30, 2020	507,938	$	19.46	6.50
Options vested and expected to vest as of June 30, 2020	712,294	$	15.21	6.70

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


		Weighted-Average
	Options	Grant-Date Fair Value

Unvested as of December 31, 2019	250,571	$	1.90
Forfeited	(16,028)		2.33
Vested	(30,187)		3.39
Unvested as of June 30, 2020	204,356	$	1.64

Unvested options as of June 30, 2020, will vest as follows:



2020		157,895
2021		46,461
Total unvested options as of June 30, 2020		204,356

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, 2019	7,347	$	22.49
Vested	(6,216)		21.75
Forfeited	(203)		21.75
Outstanding as of June 30, 2020	928	$	27.60	0.24

During the six months ended June 30, 2020, and during the fiscal year ended December 31, 2019, the Company did not grant any awards of restricted stock units. Unvested restricted stock units of 928 as of June 30, 2020, will vest entirely by the end of 2020.

During the year ended December 31, 2017, the Company granted awards of 932,837 cash performance units with a grant-date fair value of $663. These awards settled in cash in three annual payments on the first, second and third anniversaries of the date of grant. The cash performance units were 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 compared to the Company’s stock price on the date of grant. The Company recognized compensation expense on a straight-line basis for each annual performance period. The cash performance units were accounted for as a liability and remeasured to fair value at the end of each reporting period. During the six months ended June 30, 2020, the third tranche of the cash performance units vested and the Company made a cash payment of $68 to the award recipients. There are no outstanding cash performance units as of June 30, 2020.

Compensation expense for the Omnibus Plan for the three months ended June 30, 2020 and 2019 was $18 and $161, respectively. Compensation expense for the six months ended June 30, 2020 and 2019 was $59 and $308, respectively. As of June 30, 2020, the total unrecognized compensation expense related to unvested options, and restricted stock units is not significant, and the expense is expected to be recognized over an estimated weighted-average period of less than one year.

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 could 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 was granted. As a result of the Company’s adoption of its Omnibus Plan, no further awards will be made under the Option Plan. During the year ended December 31, 2019, the remaining 6,600 outstanding shares in the Option Plan were exercised. As such, there were no outstanding shares remaining as of December 31, 2019 or June 30, 2020. There was no compensation expense related to options previously granted under the Option Plan, for the three and six months ended June 30, 2020 and 2019.