The 2012 Omnibus Equity Incentive Plan (the “2012 Incentive Plan”) was set to automatically expire pursuant to its terms in October 2022. Accordingly, on March 16, 2022, the Board approved, subject to the approval of our stockholders, the Accelerate Diagnostics, Inc. 2022 Omnibus Incentive Compensation Plan (the “2022 Incentive Plan”) which was approved by share holders on May 12, 2022 (the “Effective Date”). The 2012 Incentive Plan was automatically replaced and superseded by the 2022 Incentive Plan on the the Effective Date. Outstanding awards granted under the 2012 Incentive Plan will remain in effect pursuant to their terms. Shares of common stock that remained authorized for grant under the 2012 Incentive Plan following the effective date was 11,458,205.

The Company’s stockholders approved the Company’s 2022 Incentive Plan on the Effective Date to replace all prior plans (“Prior Plans”). The total number of shares of the Company’s common stock reserved and available for grant pursuant to the 2022 Incentive Plan is 5,500,000, plus the number of shares of common stock that remain available or that otherwise become available for grant under the 2012 Incentive Plan. The total reserved shares for the 2022 Incentive Plan was 16,958,205 as of the effective date, which included 11,458,205 reserved shares from the 2012 Incentive Plan.

Stock options granted under this plan vest in a range from immediate to five years. RSUs granted under this plan vest in a range from immediate to five years while generally RSUs under this plan vest over three years. Stock grants granted under this plan vest immediately.


	Number of Shares	Weighted Average Exercise Price per Share
Options Outstanding January 1, 2021	8,045,461	$	14.18
Granted	489,804	7.09
Forfeited	(370,106)	14.04
Exercised	(426,762)	3.79
Expired	(545,857)	19.85
Options Outstanding December 31, 2021	7,192,540	13.89
Granted	140,000	3.05
Forfeited	(208,569)	12.58
Exercised	(6,105)	1.04
Expired	(1,709,205)	10.96
Options Outstanding December 31, 2022	5,408,661	14.60
Exercisable December 31, 2022	4,263,496	15.39

The cash received from the exercise of options during the year ended December 31, 2022 was immaterial. Upon exercise, shares are issued from shares authorized and held in reserve. The intrinsic value of options exercised was $0.0 million, $3.3 million and $23.5 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company accounts for all option grants using the Black-Scholes option pricing model. The table below summarizes the inputs used to calculate the estimated fair value of options awarded for the years ended December 31:


	2022			2021			2020
Expected term (in years)	6.30			5.79			5.94
Volatility	66		%	65		%	58		%
Expected dividends	—			—			—
Risk free interest rates	2.1		%	1.1		%	0.6		%
Estimated forfeitures	—		%	—		%	—		%
Weighted average fair value	$	1.88		$	4.09		$	4.49


	Options Outstanding		Options Exercisable
Number of options	5,408,661		4,263,496
Weighted average remaining contractual term (in years)	5.25		4.82
Weighted average exercise price	$	14.60	$	15.39
Weighted average fair value	$	9.08	$	9.46
Aggregate intrinsic value (in millions)	$	—	$	—

been received by the option holders had all option holders exercised their options on that date. It is calculated as the difference between the Company’s closing stock price of $0.71 on the last trading day of 2022 and the exercise price multiplied by the number of shares for options where the exercise price is below the closing stock price. This amount changes based on the fair value of the Company’s stock.


	Number of Shares	Weighted Average Grant Date Fair Value per Share
RSUs & Stock Grants Outstanding January 1, 2021	526,414	$	11.17
Granted	2,704,948	11.23
Forfeited	(479,472)	11.01
Vested/released	(661,708)	12.23
RSUs & Stock Grants outstanding December 31, 2021	2,090,182	10.77
Granted	4,227,921	1.53
Forfeited	(662,038)	8.28
Vested/released	(1,300,645)	3.70
RSUs & Stock Grants outstanding December 31, 2022	4,355,420	4.29

The total fair value of RSUs and stock grants vested and released during the period was $4.8 million, $8.1 million, and $2.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.

The Company records compensation cost based on the fair value of the award. The table below summarizes the weighted average fair value of RSUs and stock grants awarded for the years ended December 31:

The expense and tax benefits recognized on the Company’s consolidated statements of operations and comprehensive loss related to share-based compensation for the years ended December 31 (in thousands) is as follows:


	2022		2021		2020
Cost of Sales	$	665	$	325	$	351
Research and development	1,419		4,102		4,035
Sales, general and administrative	8,541		17,620		12,078
Total equity-based compensation expense	$	10,625	$	22,047	$	16,464
Recognized tax benefit	$	—	$	—	$	—

The share-based compensation cost capitalized to inventory or inventory transferred to property and equipment (also referred to as instruments) for the years ended December 31 (in thousands) is as follows:

As of December 31, 2022, unrecognized equity-based compensation cost related to unvested stock options, and unvested RSUs was $1.7 million and $5.7 million, respectively. This is expected to be recognized over the years 2023 through 2027.

Included in the above-noted stock options outstanding and stock compensation expense are performance-based stock options which vest only upon the achievement of certain targets. Performance-based stock options are generally granted at-the-money, contingently vest over a period of 1 to 2 years, depending on the nature of the performance goal, and have contractual lives of 10 years. These options were valued in the same manner as the time-based options, with the assumption that performance goals will be achieved. The inputs for expected volatility, expected dividends, and risk-free rate used in estimating those options’ fair value are the same as the time-based options issued under the plan. The expected term for performance-based stock options is 5 to 7 years. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options.

During 2018, the Company granted 225,000 performance-based stock options. Of these performance-based stock options performance obligations had been met for 75,000 options which became exercisable in a prior period. The remaining 150,000 options were forfeited due to the performance targets not being achieved in prior periods. During the year ended December 31, 2021, 75,000 performance-based stock options expired as they weren't exercised. Of these performance-based stock options, none were outstanding as of December 31, 2021.

During 2020, the Company granted another 105,000 performance-based stock options. Of these performance-based stock options, performance obligations had been met for 90,000 options which became exercisable. This included 45,000 performance-based stock options which vested during the year ended December 31, 2021, and the remaining 45,000 performance-based stock options vesting during the prior year. During the year ended December 31, 2021, 15,000 performance-based stock options were forfeited due to the performance targets not being achieved. During the year ended December 31, 2022, 90,000 performance-based stock options expired as they weren't exercised. Of these performance-based stock options, none were outstanding as of December 31, 2022.

Included in the above-noted RSU outstanding amount are performance-based RSUs which vest only upon the achievement of certain targets. Performance-based RSUs contingently vest over a period of 1 to 3 years, depending on the nature of the performance goal, and have contractual lives of 10 years. These units were valued in the same manner as other RSUs, based on the published closing market price on the day before the grant date. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options.

During 2020, the Company granted 364,338 performance-based RSUs. During the year ended December 31, 2021, 84,000, of these performance-based RSUs were released due to the performance obligations being achieved with an additional 81,000 being released in prior periods. During the year ended December 31, 2022, 2021 and 2020, 165,974, 9,369, 23,995 of these performance-based RSUs were forfeited, respectively, due to performance obligations not being achieved or employees separating from the Company. Of these performance-based RSUs, none were outstanding as of December 31, 2022.

During 2021, the Company granted 233,472 performance-based RSUs. None of these performance-based RSUs have been released. During the year ended December 31, 2022 and 2021, 8,507 and 121,666 of these performance-based RSUs were forfeited, respectively, due to performance obligations not being achieved or employees separating from the Company. Of these performance-based RSUs, 103,299 of these were outstanding as of December 31, 2022.