Stock-based Compensation

6 Months Ended

Jun. 30, 2022

Share-based Payment Arrangement [Abstract]

. Stock-based Compensation

2015 Stock Plan

The Old Sarcos 2015 Equity Incentive Plan (the “2015 Plan”) provided stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. These awards generally vest over three to five years and are exercisable up to 10 years from the date of grant. Unvested options are forfeited upon termination. Following the closing of the Business Combination, no further awards may be made under the 2015 Plan. Any forfeited awards will be added to the 2021 Plan.

2021 Stock Plan

On September 15, 2021, the stockholders of the Company approved the Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan (the “2021 Plan”), and on the Closing Date, the 2021 Plan was approved by the board of directors. The 2021 Plan provides stock option awards, RSUs and RSAs for issuance to Company employees, officers, directors, non-employee agents and consultants. In general, these awards vest over one to four years and, in the case of options, are exercisable up to 10 years from the date of grant. The maximum number of shares of Common Stock that may be issued pursuant to the 2021 Plan is (i) 30.0 million shares of Common Stock of the Company plus (ii) any shares of Common Stock subject to stock options and other awards that were assumed in the Business Commination and expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased by the Company due to failure to vest, with the maximum number of shares to be added to the 2021 Plan pursuant to clause (ii) equal to 12.8 million shares of Common Stock. As of June 30, 2022, 25.5 million shares were available to grant under the 2021 Plan.

RE2 Stock Plans

In connection with the acquisition of RE2, the Company assumed the outstanding stock plans and certain outstanding stock options of RE2. These stock options are governed by the plans and agreements under which they were originally issued, but are now exercisable for shares of Common Stock.

The following summarizes the Company’s stock option activity for the six months ended June 30, 2022:


	Options Outstanding
	Number of Shares			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding – December 31, 2021		10,027,094		$	3.28		7.2	$	67,173
Granted (a)		6,076,103		2.21
Exercised		(1,575,984	)	0.35
Cancelled		(943,681	)	6.52
Outstanding – June 30, 2022		13,583,532		$	2.92	7.2		$	15,828
Exercisable – December 31, 2021		5,176,464		$	0.46	5.3		$	49,268
Exercisable – June 30, 2022		7,859,849		$	0.91	5.8		$	14,748

(a) In connection with the acquisition of RE2, the Company assumed certain outstanding options to acquire RE2 common stock which, following such assumption, were converted to rights to acquire 3.9 million shares of the Company's common stock at a weighted-average exercise price of $1.05 per share.

The following summarizes the Company’s RSU activity for the six months ended June 30, 2022:


	Restricted Stock Units Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		1,797,474		$	8.34
Granted		2,464,180		3.91
Released		(825,280	)	8.69
Cancelled		(235,776	)	8.52
Outstanding – June 30, 2022		3,200,598		$	4.83

The following summarizes the Company’s RSA activity for the six months ended June 30, 2022:


	Restricted Stock Awards Outstanding
	Number of Shares			Weighted-Average Grant-Date Fair Value
Outstanding – December 31, 2021		5,129,222		$	8.78
Granted		26,865			5.83
Released		(2,591,476	)		8.75
Outstanding – June 30, 2022		2,564,611		$	8.78

One Sarcos RSA holder is eligible to receive additional shares upon achievement of earn-out targets as discussed in Note 7 above.

The Company recognized stock-based compensation expense in the condensed consolidated statement of operations and comprehensive loss as follows:


	For the three months ended June 30,				For the six months ended June 30,
(In thousands)	2022		2021		2022		2021
Cost of revenue	$	24	$	15	$	38	$	43
Research and development		159		73		314		134
Sales and marketing		251		12		383		22
General and administrative		9,836		119		20,385		193
Total stock-based compensation expense	$	10,270	$	219	$	21,120	$	392