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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes all stock-based compensation to employees and directors, including awards of stock options and restricted stock units or restricted stock awards, in the financial statements as compensation cost over the applicable vesting periods based on the fair value of the awards on the date of grant. The Company recorded stock-based compensation expense of $13.4 million, $14.6 million, and $4.3 million in the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020, respectively. As a result of forfeitures of non-vested stock awards prior to the completion of the requisite service period or failure to meet requisite performance targets, the Company recorded benefits for the years ended December 31, 2022, 2021, and 2020 of $1.0 million, $0.5 million, and $0.2 million respectively. The Company has 2.7 million shares of common stock reserved for stock-based awards under its Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of several different forms of stock-based awards including: •Stock options granted under the 2015 Plan, which enable the recipient to purchase shares of the Company's common stock may be incentive stock options or non-qualified stock options. Generally, stock options are nontransferable other than upon death. Stock options generally vest over a one to four year period and expire ten years after the date of the grant. The Compensation Committee has authority to administer the 2015 Plan and determine the material terms of option and other awards under the 2015 Plan. •Restricted Stock Awards (“RSA”) and Restricted Stock Units (“RSU”) can have service-based and/or performance-based vesting. Grants of RSAs and RSUs with service-based vesting are subject to vesting periods ranging from one to three years. Grants of RSAs and RSUs with performance-based vesting are subject to a vesting period of one to four years and performance targets as defined by the Compensation Committee. The Company assesses the likelihood of achievement throughout the performance period and recognizes compensation expense associated with its performance awards based on this assessment in accordance with ASC Topic 718, Stock Compensation. Other terms and conditions applicable to any RSA or RSU award will be determined by the Compensation Committee and set forth in the agreement relating to that award. Stock Options The below tables presents information with respect to stock options:
(in thousands, except for exercise price) | Number of Shares |  | Weighted Average Exercise Price |  | Aggregate Intrinsic Value
Outstanding at Outstanding at January 1, 2022 | 1,306 |  |  | $ | 11.95 |  |  |
Options exercised | (135) |  |  | 9.98 |  |  |
Options canceled/forfeited | (142) |  |  | 10.75 |  |  |
Outstanding at Outstanding at December 31, 2022 | 1,029 |  |  | $ | 12.82 |  |  | $ | 13,645 |
Vested and expected to vest at December 31, 2022 | 1,028 |  |  | $ | 12.82 |  |  | $ | 13,622 |
Total shares exercisable at December 31, 2022 | 937 |  |  | $ | 12.87 |  |  | $ | 12,321 |
Shares remaining available for future grant | 2,169 |  |  |  |  |
(in thousands, except for grant date fair value) | 2022 |  | 2021 |  | 2020
Option expense recorded, in thousands, for the year ended December 31, | $ | 5,664 |  |  | $ | 9,585 |  |  | $ | 1,386 |
Weighted average grant date fair value | $ | — |  |  | $ | 60.48 |  |  | $ | 13.82 |
Total intrinsic value of stock options exercised, in thousands, for the year ended December 31, | $ | 4,000 |  |  | $ | 6,000 |  |  | $ | 1,900 |
Cash received for options exercised | $ | 1,286 |  |  | $ | 1,156 |  |  | $ | 675 |
The fair value of options at the date of the grant was estimated using the Black-Scholes model with the following assumptions for the respective period ending December 31:
|  |  | 2021 |  | 2020
Expected option life |  |  | 3.1 years |  | 4.4 years
Weighted average risk-free interest rate |  |  | 0.4 | % |  | 0.4 | %
Weighted average expected volatility |  |  | 56.5 | % |  | 47.6 | %
Expected dividend yield |  |  | None |  | None
For the years ended December 31, 2022, 2021, and 2020 the expected option life was based on the Company’s historical experience with similar type options. Expected volatility is based on historic volatility levels of the Company’s common stock over the preceding period of time consistent with the expected life. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life. Stock options outstanding at December 31, 2022 are summarized as follows:
Range of exercise prices |  | Number outstanding (in thousands) |  | Weighted average remaining life |  | Weighted average exercise price
$0.73 - $35.26 |  | 1,029 |  |  | 6.92 years |  | $ | 12.82 |
Restricted Stock Awards Current year activity with respect to the Company’s non-vested RSAs is as follows:
(in thousands, except weighted average fair value) | Shares |  | Weighted average grant-date fair value
Balance at January 1, 2022 | 27 |  | $ | 25.42 |
Vested | (27) |  |  | 25.42
Balance at December 31, 2022 | 0 |  |
The below table presents information with respect to RSA:
(in thousands) | 2022 |  | 2021 |  | 2020
Service-based RSA | $ | 2 |  |  | $ | 62 |  |  | $ | 210 |
Performance-based RSA | 147 |  |  | 776 |  |  | 786 |
Total stock-based compensation expense related to RSAs | $ | 149 |  |  | $ | 838 |  |  | $ | 996 |
For the years ended December 31, 2022, 2021, and 2020, the Company recognized compensation expense related to performance awards based on its estimate of the probability of achievement in accordance with ASC Topic 718. In 2022, the only outstanding performance awards were in the Restaurant/Retail segment and the Company determined the achievement of performance based awards to be probable. In 2021, the Company determined the achievement of performance based awards to be probable for both segments. In 2020, the performance based awards were achieved for the Government segment, but not for the Restaurant/Retail segment. The fair value of RSAs is based on the closing price of the Company’s common stock on the date of grant. The below table presents information with respect to RSAs:
(in thousands, except weighted average grant date fair value) | 2022 |  | 2021 |  | 2020
Weighted average grant date fair value of RSAs granted during the year | $ | — |  |  | $ | 22.30 |  |  | $ | 30.96 |
Number of shares released during the year in accordance with the terms of the RSA agreements | 27 |  |  | 34 |  |  | 112 |
Number of RSA shares canceled during the year | — |  |  | 2 |  |  | 5 |
Number of above RSA shares canceled which were performance-based | — |  |  | 1 |  |  | 4 |
Restricted Stock Units Current year activity with respect to the Company’s non-vested RSUs is as follows:
(in thousands, except weighted average fair value) | Shares |  | Weighted Average grant- date fair value
Balance at January 1, 2022 | 418 |  |  | $ | 34.08 |
Granted | 379 |  |  | 37.90 |
Vested | (168) |  |  | 28.41 |
Canceled/forfeited | (117) |  |  | 45.79 |
Balance at December 31, 2022 | 512 |  |  | $ | 35.96 |
The below table presents information with respect to RSUs:
(in thousands) | 2022 |  | 2021 |  | 2020
Service-based RSU | $ | 6,775 |  |  | $ | 3,353 |  |  | $ | 1,587 |
Performance-based RSU | 836 |  |  | 839 |  |  | 282 |
Total stock-based compensation expense related to RSUs | $ | 7,611 |  |  | $ | 4,192 |  |  | $ | 1,869 |
At December 31, 2022, the aggregate unrecognized compensation cost of unvested equity awards, as determined using a Black-Scholes option valuation model for option awards and the closing stock price on the date of grant for RSAs and RSUs was $17.3 million, which is expected to be recognized as compensation expense in fiscal years 2023 to 2025.

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