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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2020

15. STOCK-BASED COMPENSATION

The Company has two stock-based compensation plans under which shares were available for grant at September 30, 2020: (i) the Monster Beverage Corporation 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan"), which includes the Monster Beverage Corporation Deferred Compensation Plan as a sub plan thereunder, and (ii) the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors, which includes the Monster Beverage Corporation Deferred Compensation Plan for Non-Employee Directors as a sub plan thereunder. The 2020 Omnibus Incentive Plan was approved by the Board of Directors on April 14, 2020 and approved by the stockholders of the Company at the annual meeting of the Company's stockholders held on June 3, 2020 (the "Effective Date"). The 2020 Omnibus Incentive Plan replaced the Monster Beverage Corporation 2011 Omnibus Incentive Plan (the "2011 Omnibus Incentive Plan").

The 2020 Omnibus Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other share-based awards up to an aggregate of 46,169,367 shares of the Company's common stock, comprised of 32,000,000 new shares of common stock reserved under the 2020 Omnibus Incentive Plan and 14,169,367 shares of common stock that were available for grant under the 2011 Omnibus Incentive Plan as of December 31, 2019 and prior to the Effective Date. Shares authorized under the 2020 Omnibus Incentive Plan are reduced by one (1) share for options or stock appreciation rights granted under the 2020 Omnibus Incentive Plan and for any grants after December 31, 2019 under the 2011 Omnibus Incentive Plan, and by 2.6 shares for each share granted or issued with respect to a Full Value Award under either the 2020 Omnibus Incentive Plan or for any shares granted after December 31, 2019 under the 2011 Omnibus Incentive Plan. A "Full Value Award" is an award other than an incentive stock option, a non- qualified stock option, or a stock appreciation right, which is settled by the issuance of shares. Options granted under the 2020 Omnibus Incentive Plan may be incentive stock options under Section 422 of the Internal Revenue Code, as amended, or non-qualified stock options.

Shares previously granted under the 2011 Omnibus Incentive Plan after December 31, 2019 and prior to the Effective Date of the 2020 Omnibus Incentive Plan reduced the number of shares available for grant under the 2020 Omnibus Incentive Plan. As of September 30, 2020, 1,401,750 shares of the Company's common stock have been granted, net of cancellations, and 44,181,623 shares (as adjusted for Full Value Awards) of the Company's common stock remain available for grant under the 2020 Omnibus Incentive Plan.

The Compensation Committee of the Board of Directors (the "Compensation Committee") has sole and exclusive authority to grant stock awards to all employees who are not new hires and to all new hires who are subject to Section 16 of the Exchange Act. Each of the Compensation Committee and the Executive Committee of the Board of Directors (the "Executive Committee") independently has the authority to grant stock awards to new hires and employees receiving a promotion who are not Section 16 employees. Awards granted by the Executive Committee are not subject to approval or ratification by the Board of Directors or the Compensation Committee. Options granted under the 2020 Omnibus Incentive Plan generally vest over a three- to five-year period from the grant date and are generally exercisable up to 10 years after the grant date. Restricted stock units granted under the 2020 Omnibus Incentive Plan generally vest over a three- or five-year period from the grant date. Performance share units will generally vest based on the achievement of performance goals specified for the applicable award.

The Company recorded $19.5 million and $16.0 million of compensation expense relating to outstanding options, restricted stock units, performance share units and other share-based awards during the three- months ended September 30, 2020 and 2019, respectively. The Company recorded $53.0 million and $46.9 million of compensation expense relating to outstanding options, restricted stock units, performance share units and other share-based awards during the nine- months ended September 30, 2020 and 2019, respectively.

The tax benefit for tax deductions from non-qualified stock option exercises, disqualifying dispositions of incentive stock options and vesting of restricted stock units and performance share units for the three- months ended September 30, 2020 and 2019 was $3.5 million and $0.5 million, respectively. The tax benefit for tax deductions from non-qualified stock option exercises, disqualifying dispositions of incentive stock options and vesting of restricted stock units and performance share units for the nine-months ended September 30, 2020 and 2019 was $9.2 million and $26.7 million, respectively.

Stock Options

Under the Company’s stock-based compensation plans, all stock options granted as of September 30, 2020 were granted at prices based on the fair value of the Company’s common stock on the date of grant. The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. The Company uses historical data to determine the exercise behavior, volatility and forfeiture rate of the options.

The following weighted-average assumptions were used to estimate the fair value of options granted during:


	Three-Months Ended September 30,			Nine-Months Ended September 30,
	2020*	2019		2020		2019
Dividend yield	—	0.0	%	0.0	%	0.0	%
Expected volatility	—	30.2	%	30.5	%	30.2	%
Risk-free interest rate	—	1.4	%	0.7	%	2.4	%
Expected term	—	5.8	years	5.8	years	6.0	years

*No options were granted during the three-months ended September 30, 2020.

Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve in effect at the time of grant for the expected term of the option.

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on the expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns.

The following table summarizes the Company’s activities with respect to its stock option plans as follows:


				Weighted-
		Weighted-		Average
		Average		Remaining
	Number of	Exercise		Contractual	Aggregate
	Shares (in	Price Per		Term (In	Intrinsic
Options	thousands)	Share		years)	Value
Outstanding at January 1, 2020	14,941	$	42.88	6.3	$	308,884
Granted 01/01/20 - 03/31/20	1,027	$	62.45
Granted 04/01/20 - 06/30/20	—	$	—
Granted 07/01/20 - 09/30/20	—	$	—
Exercised	(1,711)	$	38.30
Cancelled or forfeited	(53)	$	52.91
Outstanding at September 30, 2020	14,204	$	44.81	6.0	$	502,732
Vested and expected to vest in the future at September 30, 2020	13,594	$	44.23	5.9	$	488,969
Exercisable at September 30, 2020	8,174	$	36.97	4.7	$	353,333

No options were granted during the three-months ended September 30, 2020. The weighted-average grant-date fair value of options granted during the three-months ended September 30, 2019 was $18.32 per share. The weighted-average grant-date fair value of options granted during the nine-months ended September 30, 2020 and 2019 was $18.78 per share and $20.24 per share, respectively.

The total intrinsic value of options exercised during the three- months ended September 30, 2020 and 2019 was $22.5 million and $2.4 million, respectively. The total intrinsic value of options exercised during the nine-months ended September 30, 2020 and 2019 was $58.8 million and $213.8 million, respectively.

Cash received from option exercises under all plans for the three- months ended September 30, 2020 and 2019 was $21.7 million and $4.1 million, respectively. Cash received from option exercises under all plans for the nine-months ended September 30, 2020 and 2019 was $65.5 million and $85.2 million, respectively.

At September 30, 2020, there was $68.6 million of total unrecognized compensation expense related to non-vested options granted to employees under the Company’s stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of 2.3 years.

Restricted Stock Units and Performance Share Units

The cost of stock-based compensation for restricted stock units and performance share units is measured based on the closing fair market value of the Company’s common stock at the date of grant. In the event that the Company has the option and intent to settle a restricted stock unit or performance share unit in cash, the award is classified as a liability and revalued at each balance sheet date.

The following table summarizes the Company’s activities with respect to non-vested restricted stock units and performance share units as follows:


		Weighted
	Number of	Average
	Shares (in	Grant-Date
	thousands)	Fair Value
Non-vested at January 1, 2020	825	$	57.62
Granted 01/01/20 - 03/31/20¹	392	$	62.39
Granted 04/01/20 - 06/30/20	17	$	71.72
Granted 07/01/20 - 09/30/20	1	$	71.76
Vested	(287)	$	55.65
Forfeited/cancelled	(2)	$	59.67
Non-vested at September 30, 2020	946	$	60.46

¹The grant activity for performance share units is recorded based on the target performance level earning 100% of target performance share units. The actual number of performance share units earned could range from 0% to 200% of target dependent on the pre-established performance goals.

The weighted-average grant-date fair value of restricted stock units granted during the three-months ended September 30, 2020 and 2019 was $71.76 per share and $66.00 per share, respectively. No performance share units were granted during the three-months ended September 30, 2020 and 2019. The weighted-average grant-date fair value of restricted stock units and performance share units granted during the nine-months ended September 30, 2020 was $62.79 per share. The weighted-average grant-date fair value of restricted stock units granted during the nine-months ended September 30, 2019 was $59.79 per share. No performance share units were granted during the nine- months ended September 30, 2019.

As of September 30, 2020, 0.8 million of restricted stock units and performance share units are expected to vest over their respective terms.

At September 30, 2020, total unrecognized compensation expense relating to non-vested restricted stock units and performance share units was $38.1 million, which is expected to be recognized over a weighted-average period of 2.4 years.

Other Share-Based Awards

The Company has granted other share-based awards to certain employees that are payable in cash. These awards are classified as liabilities and are valued based on the fair value of the award at the grant date and are remeasured at each reporting date until settlement with compensation expense being recognized in proportion to the completed requisite service period up until date of settlement. At September 30, 2020, other share-based awards outstanding included grants that vest over three years payable in the first quarters of 2022 and 2023.

At September 30, 2020, there was $2.7 million of total unrecognized compensation expense related to nonvested other share-based awards granted to employees under the Company's stock-based compensation plans. That cost is expected to be recognized over a weighted-average period of 1.8 years.