9. Equity-Based Incentive Plans

12 Months Ended

Dec. 31, 2020

Retirement Benefits [Abstract]

Equity-Based Incentive Plans

9. EQUITY-BASED INCENTIVE PLANS

Stock-Based Incentive Plans

The 2013 Acacia Research Corporation Stock Incentive Plan (“2013 Plan”) and the 2016 Acacia Research Corporation Stock Incentive Plan (“2016 Plan”) (collectively, the “Plans”) were approved by the stockholders of Acacia in May 2013 and June 2016, respectively. All Plans allow grants of stock options, stock awards and performance shares with respect to Acacia common stock to eligible individuals, which generally includes directors, officers, employees and consultants. Except as noted below, the terms and provisions of the Plans are identical in all material respects.

Acacia’s compensation committee administers the discretionary option grant and stock issuance programs. The compensation committee determines which eligible individuals are to receive option grants or stock issuances under those programs, the time or times when the grants or issuances are to be made, the number of shares subject to each grant or issuance, the status of any granted option as either an incentive stock option or a non-statutory stock option under the federal tax laws, the vesting schedule to be in effect for the option grant or stock issuance and the maximum term for which any granted option is to remain outstanding. The exercise price of options is generally equal to the fair market value of Acacia’s common stock on the date of grant. Options generally begin to be exercisable six months to one year after grant and generally expire seven to ten years after grant. Stock options with time-based vesting generally vest over two to three years and restricted shares with time based vesting generally vest in full after one to three years (generally representing the requisite service period). The Plans terminate no later than the tenth anniversary of the approval of the incentive plans by Acacia’s stockholders.

The Plans provide for the following separate programs:

· Discretionary Option Grant Program. Under the discretionary option grant program, Acacia’s compensation committee may grant (1) non-statutory options to purchase shares of common stock to eligible individuals in the employ or service of Acacia or its subsidiaries (including employees, non-employee board members and consultants) at an exercise price not less than 85% of the fair market value of those shares on the grant date, and (2) incentive stock options to purchase shares of common stock to eligible employees at an exercise price not less than 100% of the fair market value of those shares on the grant date (not less than 110% of fair market value if such employee actually or constructively owns more than 10% of Acacia’s voting stock or the voting stock of any of its subsidiaries).

· Automatic Option Grant Program. Through fiscal year 2016, each non-employee director received restricted stock units or stock options for the number of shares determined by dividing the annual retainer by the grant date fair value of Acacia’s common stock on the grant date. In addition, each new non-employee director received restricted stock units or stock options for the number of shares determined by dividing the annual Board of Directors retainer by the grant date fair value of Acacia’s common stock on the commencement date. These restricted stock units and stock options vested in a series of twelve quarterly installments over the three year period following the grant date, subject to immediate acceleration upon a change in control. Acacia will deliver the unrestricted shares corresponding to the vested restricted stock units within thirty (30) days after the first to occur of the following events: (i) the fifth (5th) anniversary of the grant date; or (ii) termination of the non-employee director’s service as a member of the Company’s Board of Directors. The non-employee directors do not have any rights, benefits or entitlements with respect to any shares unless and until the shares have been delivered.

· Stock Issuance Program. Under the stock issuance program, eligible individuals may be issued shares of common stock directly, upon the attainment of performance milestones or the completion of a specified period of service or as a bonus for past services. Under this program, the purchase price for the shares shall not be less than 100% of the fair market value of the shares on the date of issuance, and payment may be in the form of cash or past services rendered. The eligible individuals receiving restricted stock awards (“RSA”) shall have full stockholder rights with respect to any shares of Common Stock issued to them under the Stock Issuance Program, whether or not their interest in those shares is vested. Accordingly, the eligible individuals shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. The eligible individuals receiving restricted stock units (“RSU”) shall not have full stockholder rights until they vest.

The number of shares of Common Stock initially reserved for issuance under the 2013 Plan was 4,750,000 shares. No new additional shares will be added to the 2013 Plan without security holder approval (except for shares subject to outstanding awards that are forfeited or otherwise returned to the 2013 Plan). The stock issuable under the 2013 Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market. In June 2016, 625,390 shares of common stock available for issuance under the 2013 Plan were transferred into the 2016 Plan. At December 31, 2020, there were 378,270 shares available for grant under the 2013 Plan.

The number of shares of Common Stock initially reserved for issuance under the 2016 Plan was 4,500,000 shares plus 625,390 shares of common stock available for issuance under the 2013 Plan, as of the effective date of the Plan. At December 31, 2020, there were 4,068,308 shares available for grant under the 2016 Plan.

Upon the exercise of stock options, the granting of restricted stock, or the delivery of shares pursuant to vested restricted stock units, it is Acacia’s policy to issue new shares of common stock. Acacia’s Board of Directors may amend or modify the Plans at any time, subject to any required stockholder approval. As of December 31, 2020, there are 6,509,469 shares of common stock reserved for issuance under the Plans.

Stock-based award grant activity for the periods presented was as follows:

	2020				2019
	Shares		Aggregate fair value (in thousands)		Shares		Aggregate fair value (in thousands)
Restricted stock awards with time-based service conditions		592,000	$	2,087		777,000	$	2,332
Restricted stock units with market-based service conditions		–		–		900,000		1,280
Restricted stock units with time-based service conditions		86,500		276		–		–
Total incentive awards granted		678,500	$	2,363		1,677,000	$	3,612

The following table summarizes stock option activity for the Plans for the year ended December 31, 2020:

	Weighted-Average
	Options			Exercise Price		Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at December 31, 2019		326,000		$	4.38
Granted		–		$	–
Exercised		(14,000	)	$	3.60
Expired/forfeited		(2,000	)	$	3.99
Outstanding at December 31, 2020		310,000		$	4.41	2.2 years	$	–
Vested		298,000		$	4.44	2.1 years	$	–
Exercisable at December 31, 2020		298,000		$	4.44	2.1 years	$	–

The aggregate intrinsic value of options exercised during the years ended December 31, 2020 and 2019 was $7,000 and $4,000, respectively. The aggregate intrinsic value of options vested during the year ended December 31, 2020 was $8,000. No options were granted during the year ended December 31, 2020. The aggregate fair value of options vested during the years ended December 31, 2020 and 2019 was $54,000 and $294,000, respectively. As of December 31, 2020, the total unrecognized compensation expense related to non-vested stock option awards was $9,000, which is expected to be recognized over a weighted-average term of approximately 4 months.

The following table summarizes non-vested restricted share activity for the year ended December 31, 2020:

	Nonvested Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested restricted stock at December 31, 2019		476,000		$	–
Granted		592,000		$	3.52
Vested		(353,000	)	$	3.12
Canceled		(31,000	)	$	2.85
Nonvested restricted stock at December 31, 2020		684,000		$	3.38

The weighted-average grant date fair value of non-vested restricted stock granted during the years ended December 31, 2020 and 2019 was $3.38 and $2.98, respectively. The aggregate fair value of restricted stock that vested during the years ended December 31, 2020 and 2019 was $1,101,000 and $672,000, respectively. As of December 31, 2020, unrecognized compensation expense related to non-vested restricted stock awards was $2,023,000, which is expected to be recognized over a weighted-average term of approximately 2 years.

The following table summarizes restricted stock units activity for the year ended December 31, 2020:

	Nonvested Restricted Shares			Weighted Average Grant Date Fair Value
Nonvested restricted stock units at December 31, 2019		900,000		$	1.42
Granted		166,500		$	3.19
Vested		–		$	–
Canceled		(80,000	)	$	3.19
Nonvested restricted stock units at December 31, 2020		986,500		$	1.58
Vested restricted stock units at December 31, 2020		14,000		$	16.72

The weighted-average grant date fair value of restricted units granted during the years ended December 31, 2020 was $3.19. The aggregate fair value of restricted stock units granted during the year ended December 31, 2020 was $276,000. The aggregate fair value of restricted stock units granted during the year ended December 31, 2019 was $1,280,000. No restricted stock units were vested during the years ended December 31, 2020 and 2019. As of December 31, 2020, unrecognized compensation expense related to non-vested restricted stock units was $936,000, which is expected to be recognized over a weighted-average term of approximately 2 years.

Profits Interest Plan

On February 16, 2017, AIP Operation LLC, a Delaware limited liability company (“AIP”), and an indirect subsidiary of Acacia, adopted a Profits Interest Plan (the “Plan”) that provides for the grant of membership interests in AIP to certain members of management and the Board of Directors of Acacia as compensation for services rendered for or on behalf of AIP. Each profits interest unit granted pursuant to the Plan is intended to qualify as a “profits interest” for U.S. federal income tax purposes and will only have value to the extent the fair value of AIP increases beyond the fair value at the issuance date of the membership interests. The membership interests are represented by units (the “Units”) reserved for the issuance of awards under the Plan. The Units entitle the holders to share in or be allocated certain AIP profits and losses and to receive or share in AIP distributions pursuant to the AIP Limited Liability Company Operating Agreement entered into as of February 16, 2017 (the “LLC Agreement”). In connection with the adoption of the Plan, a form of Profits Interest Agreement was approved pursuant to which Units may be granted from time to time. Units vest upon AIP’s achievement of certain performance milestones (one-third upon 150% appreciation, and the remaining two-thirds upon 300% appreciation in value of Acacia’s aggregate investment in Veritone), subject to the continued service of the recipient, and are subject to the terms and conditions of the Plan, the Profits Interest Agreement and the LLC Agreement. The Units were fully vested in September 2017.

Acacia owns 60% of the membership interests in AIP and at all times will control AIP. Profits interests totaling 400 Units, or 40% of the membership interests in AIP, were granted in February 2017, with an aggregate grant date fair value of $722,000. The carrying value of the Units totaled $591,000 as of December 31, 2020, based on the fair value of the Units at the recipient’s service termination date. Upon full vesting of the units in September 2017, all previously unrecognized compensation expense was immediately recognized. As of December 31, 2020, AIP holds the Veritone warrants described at Note 6.

Stock compensation expense is recognized in general and administrative expenses. Compensation expense for the periods presented was comprised of the following:

	2020		2019
	(in thousands)
Restricted stock awards with time-based service conditions	$	1,155	$	907
Restricted stock units awards with time-based service conditions		43		–
Restricted stock units with market-based vesting conditions		427		140
Stock options with time-based service vesting conditions		37		28
Total compensation expense	$	1,662	$	1,075