Prior to becoming a publicly traded entity, the Company issued incentive stock options, non-qualified stock options, and restricted stock to employees and non-employee consultants under its 2015 Stock Plan (the “2015 Plan”). Since the closing of the Business Combination, the Company has not issued any new stock-based awards under the 2015 Plan.

In December 2020, the Board adopted and the Company’s stockholders approved the 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon the closing of the Business Combination. Under the 2020 Plan, the Company was originally authorized to issue a maximum number of 36,588,278 shares of Class A common stock.

In June 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2020 Plan (the “Amended 2020 Plan”) to increase the number of shares of Class A common stock authorized for issuance by 36,000,000 additional shares and added an evergreen provision under which the number of shares of Class A common stock available for issuance under the Amended 2020 Plan will be increased on the first day of each fiscal year of the Company beginning with the 2023 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, (ii) 40,000,000 shares or (iii) such number of shares determined by the Board.

Under the terms of the 2015 Plan, incentive stock options had an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options were permitted to be granted below fair market value of the stock on the date of grant. Stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, though typically, stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a 10-year period to exercise their options before they expire. Forfeitures are recognized in the period of occurrence.


	Number of Common Stock Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value (In Thousands)




Outstanding as of December 31, 2021	11,507,643	$	1.72

Exercised	(1,713,280)	1.67
Cancelled/Forfeited	(905,181)	1.67
Outstanding as of September 30, 2022	8,889,182	1.73		7.00	$	50,117

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2022 was $16.6 million. The intrinsic value is calculated as the difference between the exercise price and the fair value of the common stock on the exercise date. The total grant-date fair value of the options vested was $2.2 million during the nine months ended September 30, 2022.

Prior to June 30, 2019, the Company granted restricted stock awards to employees. Recipients purchased the restricted stock on the grant date and the Company has the right to repurchase the restricted shares at the same price recipients paid to obtain those shares. The restrictions lapse solely based on continued service, and generally lapse over 4 years —25% on the first anniversary of the date of issuance, and the remaining 75% monthly over the remaining 36 months. At the grant date of the award, recipients of restricted stock are granted voting rights and receive dividends on unvested shares. No restricted stock awards have been granted after June 30, 2019.


	Shares	Weighted Average Grant Date Fair Value per Share




Outstanding as of December 31, 2021	666,298	$	1.21

Forfeited	(18,382)	1.23
Vested	(496,343)	1.18
Outstanding as of September 30, 2022	151,573	1.28

The Company has been granting restricted stock units (“RSUs”) under the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan). Each RSU granted represents a right to receive one share of the Company’s Class A common stock when the RSU vests. RSUs generally vest over a period up to six years. The fair value of RSU is equal to the fair value of the Company’s common stock on the date of grant.


	Shares	Weighted Average Grant Date Fair Value per Share




Outstanding as of December 31, 2021	11,983,032	$	19.56
Granted	18,026,768	11.14
Forfeited	(1,211,044)	16.39
Vested	(5,509,721)	15.88
Outstanding as of September 30, 2022	23,289,035	14.07

The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are issued as RSUs out of the Amended 2020 Plan (and prior to its amendment and restatement, under the 2020 Plan) and are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest quarterly over a period of up to four years. These awards represent a fixed dollar

amount settled in a variable number of shares determined at each vesting period. Stock-based compensation expense related to these awards was $1.9 million and $5.4 million for the three and nine months ended September 30, 2022, respectively, and $1.2 million and $1.8 million for the three and nine months ended September 30, 2021, respectively.

In December 2020, the Board and the Company’s stockholders adopted the 2020 Employee Stock Purchase Plan (“2020 ESPP”) under which 7,317,655 shares were authorized for issuance. The 2020 ESPP became effective on February 26, 2021.

The 2020 ESPP permits eligible employees to purchase the Company’s Class A common stock through payroll deduction with up to 15% of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of shares is 85% of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, no participant may purchase more than 5,000 shares of common stock in each purchase period.

As part of the Optogration acquisition in August 2021, the Company owed up to $22.0 million of post combination compensation related to certain service and performance conditions (“Optogration Milestone Awards”). In August 2022, the Company issued 1,632,056 shares of Class A common stock for $11.0 million of the Optogration Milestone Awards due to achievement of the service and performance conditions. As of September 30, 2022, it is probable that the service and performance conditions for the remaining $11.0 million obligation will be met. The Company recorded $14.4 million in stock-based compensation expense from inception to September 30, 2022 for Optogration Milestone Awards.

As part of the Freedom Photonics acquisition in April 2022, the Company owes up to $28.3 million of post combination compensation related to certain service and performance conditions. As of September 30, 2022, it is probable that the conditions will be met, and as a result, the Company recorded $6.0 million in stock-based compensation expense through September 30, 2022.

The Company owes up to $0.7 million of compensation related to certain service and performance conditions. As of September 30, 2022, it is probable that the conditions will be met, and as a result, the Company recorded $0.2 million in stock-based compensation expense through September 30, 2022.

On May 2, 2022, the Board granted an award of 10.8 million RSUs to Austin Russell, the Company’s Chief Executive Officer. The grant date fair value per share was $8.70 per share. This award represents Mr. Russell’s total compensation from the Company. On August 19, 2022, the Board granted 500,000 RSUs to each of Thomas Fennimore, the Company’s Chief Financial Officer and Alan Prescott, the Company’s Chief Legal Officer. The grant date fair value per share was $6.12 per share.

The Company measured compensation cost for the above executive officer awards using a Monte Carlo simulation model and recorded $5.5 million and $9.0 million in stock-based compensation expense related to these awards in the three and nine months ended September 30, 2022, respectively. These awards to the executive officers are subject to all of the following vesting conditions:

•Public Market condition: Achievement of three stock price milestones: $50 or more, $60 or more, and $70 or more. The stock price will be measured based on the volume-weighted average price per share for 90 consecutive trading days;


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of sales	$	5,430	$	1,619	$	14,205	$	2,829
Research and development	11,326		6,318		27,142		12,743
Sales and marketing	3,821		1,859		9,430		2,979
General and administrative	31,974		23,724		67,097		31,336
Total	$	52,551	$	33,520	$	117,874	$	49,887


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Equity Classified Awards:
Stock options	$	714	$	1,097	$	1,984	$	2,495
RSAs	162		(469)		183		1,455
RSUs	39,452		28,697		93,501		41,123
ESPP	293		—		450		—
Liability Classified Awards:
Equity settled fixed value	1,894		1,542		5,013		2,161
Optogration	5,312		2,159		8,759		2,159
Freedom Photonics	3,155		494		5,955		494
Solfice	176		—		234		—
Other	1,393		—		1,795		—
Total	$	52,551	$	33,520	$	117,874	$	49,887