The Company maintains long-term incentive plans which allow for granting stock-based compensation awards for directors, employees, officers, and consultants or advisers who render services to the Company or its subsidiaries, based on Company Common Stock, including performance-based and incentive stock options, restricted stock or restricted stock units (“RSUs”), performance stock units (“PSUs”), market-based stock units (“MSUs”), stock appreciation rights, and other stock-based awards or dividend equivalents. Forfeitures are recognized in the period in which they occur.

In 2015, the Board of Directors (“Board”) adopted, and the Company’s stockholders approved, ERI’s 2015 Equity Incentive Plan (“2015 Plan”). In 2019, the Company’s Board approved, and the Company’s stockholders approved, the amended and restated 2015 Plan. The amendment to the 2015 Plan allows for 3 million shares available for grant, plus the number of shares available for issuance under the 2015 Plan on the date the Company’s stockholders approved the amendment. As of December 31, 2021, the Company had 5 million shares available for grant under the 2015 Plan.

Equity awards granted to employees and executive officers generally vest within three to four years from the grant date either ratably on each anniversary, or entirely at the end of the service period. Awards may also contain performance conditions in addition to time based vesting conditions. Performance awards relate to the achievement of defined levels of performance and will vest and become payable at the end of the vesting period. Performance awards contain targeted performance levels, which may ultimately vest within a range of 0% to 200% of the target award, based on defined operating metrics or market performance as compared to a peer group. RSUs granted to non-employee directors generally vest immediately and are issued on the vesting date, or may be deferred.

Total stock-based compensation expense in the accompanying Statements of Operations was $82 million, $79 million and $20 million during the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are included in corporate

During the year ended December 31, 2021, as part of the annual incentive program, the Company granted RSUs to employees of the Company with an aggregate fair value of $79 million. Each RSU represents the right to receive payment in respect of one share of the Company’s Common Stock.


	Units	Weighted Average Grant Date Fair Value (a)
Unvested outstanding as of December 31, 2020	2,414,111	$	42.55
Granted (b)	927,016	86.37

Vested	(1,136,673)	33.49
Forfeited	(113,847)	54.34
Unvested outstanding as of December 31, 2021	2,090,607	61.47

During the year ended December 31, 2021, the Company granted approximately 81 thousand PSUs that are scheduled to vest in three years from the grant date. On the vesting date, recipients will receive between 0% and 200% of the target number of PSUs granted, in the form of Company Common Stock, based on the achievement of specified performance conditions. The fair value of the PSUs is based on the market price of our common stock when a mutual understanding of the key terms and conditions of the awards between the Company and recipient is achieved. The awards are remeasured each period until such an understanding is reached. The aggregate value of PSUs granted during the year ended December 31, 2021 was $9 million.


	Units	Weighted Average Grant Date Fair Value (a)
Unvested outstanding as of December 31, 2020 (b)	500,483	$	48.32
Granted	81,006	112.28

Vested	(161,556)	37.49
Forfeited	(2,864)	73.21
Unvested outstanding as of December 31, 2021	417,069	62.20

(a)Grant date fair value, for which compensation expense of these unvested awards is measured, has not been achieved. This represents the quoted market price of our common stock on the dated indicated.

During the year ended December 31, 2021, the Company granted approximately 147 thousand MSUs that are scheduled to cliff vest in three years from the grant date. On the vesting date, recipients will receive between 0% and 200% of the granted MSUs in the form of Company Common Stock based on the achievement of specified market and service conditions. Based on the terms and conditions of the awards, the grant date fair value of the MSUs was determined using a Monte Carlo simulation model. Key assumptions for the Monte Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient. The effect of market conditions is considered in determining the grant date fair value, which is not subsequently revised based on actual performance. The aggregate value of MSUs granted during the year ended December 31, 2021 was $15 million.


	Units	Weighted- Average Fair Value (a)
Unvested outstanding as of December 31, 2020	446,087	$	49.37
Granted	147,471	102.98

Vested	(208,866)	28.56
Forfeited	(2,769)	84.12
Unvested outstanding as of December 31, 2021	381,923	77.09


Stock Option Activity
	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2020	176,724	$	22.57	1.71	$	9

Exercised	(114,884)	22.64
Forfeited	(1,233)	26.65
Expired	(16,702)	26.67
Outstanding as of December 31, 2021	43,905	20.69		1.05	3
Vested and expected to vest as of December 31, 2021	43,905	20.69		1.05	3
Exercisable as of December 31, 2021	42,610	20.84		1.05	3


Stock Option Exercises
	Years Ended December 31,
(Dollars in millions)	2021		2020		2019





Option Exercises:
Number of options exercised	114,884		70,608		—
Cash received for options exercised	$	3	$	1	$	—
Aggregate intrinsic value of options exercised	$	9	$	5	$	—

On June 19, 2020, the Company completed the public offering of 20,700,000 shares (including the shares sold pursuant to the underwriters’ overallotment option) of Company Common Stock, at an offering price of $39.00 per share, which provided $772 million of proceeds, net of fees and estimated expenses of $35 million.

On October 1, 2020, the Company completed the public offering of 35,650,000 shares (including the shares sold pursuant to the underwriters’ overallotment option) of Company Common Stock, at an offering price of $56.00 per share, which provided $1.9 billion of proceeds, net of fees and estimated expenses of $50 million.

On June 17, 2021, following receipt of required shareholder approvals, the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 300 million to 500 million, and authorize the issuance of up to 150 million shares of preferred stock. As of December 31, 2021, no shares of preferred stock have been issued.

In November 2018, the Board authorized a $150 million common stock repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, repurchase shares of common stock on the open market (either with or

without a 10b5-1 plan) or through privately negotiated transactions. The Share Repurchase Program has no time limit and may be suspended or discontinued at any time without notice. There is no minimum number of shares of common stock that the Company is required to repurchase under the Share Repurchase Program.

As of December 31, 2021, the Company has acquired 223,823 shares of common stock at an aggregate value of $9 million and an average of $40.80 per share. No shares were repurchased during the years ended December 31, 2021 or 2020.