Owlet had previously adopted the 2014 Equity Incentive Plan (the "2014 Plan") on June 30, 2014 by the Board of Directors. This plan permitted the Company to grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards to employees, directors, and consultants. Options granted vest ratably over two to four years, with a maximum term of 10 years.

On July 15, 2021, upon the Closing (Note 3), the number of equity awards issued and available for grant were retrospectively adjusted pursuant to the conversion ratio of approximately 2.053. The mechanism of conversion resulted in the fair value of each option prior to the Closing equal to the fair value of each option after. All stock option activity presented in these statements has been retrospectively adjusted to reflect the conversion.

As of the effective date of the 2021 Incentive Award Plan the Company ceased granting awards under the 2014 Plan. Outstanding awards continue to be subject to the terms and conditions of the 2014 Plan. Shares remaining for issuance, forfeited, expired, or other manner available to issue under terms of the 2014 Plan roll over to and become available for awards under the 2021 Incentive Award Plan.

Effective February 12, 2021, the Board of Directors approved the adoption of an equity incentive plan (the "2021 Plan") which permits the Company to grant options, stock appreciation rights, restricted stock, restricted stock units, performance bonus, performance stock unit, dividend equivalents, or other stock or cash based awards to employees, directors, or consultants. As of December 31, 2022, 23,794,523 shares were authorized for issuance under the 2021 Plan. In addition, the shares authorized for the 2021 Plan may be increased on an annual basis beginning January 1, 2022, in an amount equal to 5% of the outstanding common stock on the last day of the immediately preceding fiscal year for a period of 10 years. Options granted vest ratably over two to four years, with a maximum term of 10 years.

As of December 31, 2022, a total of 36,727,626 shares of common stock are reserved for issuance and 17,487,496 shares are available for future grants under the 2021 Plan.

On January 1, 2022, the Company began offering an Employee Stock Purchase Plan ("ESPP"). The ESPP allows eligible employees to contribute a portion of their eligible earnings toward the semi-annual purchase of our shares of common stock at a discounted price, subject to an annual maximum dollar amount. Employees can purchase stock at a 15% discount applied to the lower closing stock price on the first or last day of the six-month purchase period.


	2022			2021
	Number of Options	Weighted Average Exercise Price		Number of Options	Weighted Average Exercise Price
Outstanding at January 1	10,357,495	$	1.87	10,215,834	$	0.45
Granted	79,909	1.83		2,623,689	6.30
Exercised	(816,866)	0.32		(704,672)	0.63
Canceled	(1,108,020)	3.70		(1,769,796)	0.75
Expired	(129,433)	4.34		(7,560)	0.12
Outstanding at December 31	8,383,085	1.74		10,357,495	1.87
Exercisable at December 31	7,356,920	$	1.45	6,712,145	$	0.73

The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of the option. The total intrinsic value of options exercised was $1,416 during 2022 and $4,649 during 2021. At December 31, 2022, options outstanding had an intrinsic value of $1,489 with a weighted average remaining life of 5.82 years. At December 31, 2022, options vested and exercisable had an intrinsic value of

$1,489 with a weighted average remaining life of 5.52 years. At December 31, 2021, options outstanding had an intrinsic value of $17,529 with a weighted average remaining life of 6.95 years. At December 31, 2021, options vested and exercisable had an intrinsic value of $14,775 with a weighted average remaining life of 5.89 years.

The total grant date fair value of options vested during 2022 and 2021 was $3,958 and $2,822, respectively. The grant date fair value of options granted during 2022 and 2021 was $91 and $9,507, respectively. Weighted average grant date fair value of options granted during 2022 and 2021 was $1.14 and $3.62, respectively. Stock options vested and expected to vest at December 31, 2022 totaled 8,379,105 shares, with an intrinsic value of $1,489, weighted average exercise price of $1.74, and weighted average remaining life of 5.82 years. Cash received from stock options exercised during 2022 and 2021 was immaterial.

The grant date fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model. The key assumptions for grants presented on a weighted average basis are as follows:

Stock-based compensation expense related to options was $3,448 and $3,061 during the years ended December 31, 2022 and December 31, 2021, respectively. Generally, employees are subject to four year vesting terms of 25% after one year with monthly thereafter.

Stock-based compensation expense related to RSU grants was $8,206 and $1,198 during the years ended December 31, 2022 and December 31, 2021, respectively. RSUs are valued at the market value on the date of grant and compensation expense for employees is expensed over the vesting period. Generally, employees are subject to either a four year vesting term with 25% vesting after one year and quarterly thereafter, or on a 2 year vesting term with 50% after one year and the remaining after the second year, depending on grant reason. Grants to directors vest after one year. The aggregated fair value of RSUs granted during the years ended December 31, 2022 and 2021 was $18,650 and $16,685, respectively. The aggregated fair value of RSUs vested during the year ended December 31, 2022 was $5,239. No RSUs vested during the year ended December 31, 2021.


	Year Ended December 31,
	2022				2021
	Shares		Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
Unvested at January 1	$	4,070,267	$	4.08	—	$	—
Granted	7,641,313		2.45		4,085,666	4.08
Vested	(1,369,236)		3.83		—	—
Forfeited	(3,460,494)		3.32		(15,399)	4.67
Unvested at December 31	$	6,881,850	$	2.70	4,070,267	$	4.08

During the year ended December 31, 2022, the Company granted 1,854,105 performance restricted stock units ("PRSU"), of which 631,579 were forfeited. Stock-based compensation related to PRSU grants was $428 for the year ended December 31, 2022. The PRSU awards function in the same manner as restricted stock units except that vesting terms are based on achievement of performance measures, such as the achievement of net revenue targets

and obtaining certain FDA regulatory results. PRSUs are recognized as expense following a graded vesting schedule with their performance re-assessed and updated on a quarterly basis, or more frequently as changes in facts and circumstances warrant. The aggregated fair value of PRSUs granted during the year ended December 31, 2022 was $4,817. The weighted average grant date fair value of PRSUs granted during the year ended December 31, 2022 was $2.60 per unit.

Employees purchased 249,889 shares at an average price of $1.70 during the year ended December 31, 2022. The intrinsic value of shares purchased was $64. The intrinsic value is calculated as the difference between the market value on the date of purchase and the purchase price of the shares.

During the year ended December 31, 2022, the rollover provision of our ESPP was triggered and resulted in incremental expense to be recognized over the new twenty-four-month offering period, which did not have a material impact on our consolidated statements of operations and comprehensive loss.


	Year Ended December 31,
	2022		2021
General and administrative	$	7,117	$	1826
Sales and marketing	2,216		939
Research and development	3,523		1,494
Total stock-based compensation	$	12,856	$	4,259

As of December 31, 2022, the Company had $2,228 of unrecognized stock-based compensation costs related to non-vested options that will be recognized over a weighted average period of 1.91 years, $14,433 of unrecognized stock-based compensation costs related to unvested RSUs that will be recognized over a weighted average period of 2.45 years, and $899 of unrecognized stock-based compensation costs related to unvested PRSUs that will be recognized over a weighted average period of 2.09 years. During the year ended December 31, 2022, the Company capitalized $36 of share-based compensation attributable to internally developed software.