STOCK-BASED AWARDS

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

12. STOCK-BASED AWARDS

We have equity incentive and compensatory plans that provide for the grant to employees and board members of stock-based awards, including restricted stock, and provide employees the ability to purchase shares of our common stock through an employee stock purchase plan. Employee accounting applies to equity incentives and compensation granted by the Company to its own employees.

Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of income as follows (in thousands):


	Three months ended March 31,
	2022		2021
Cost of goods sold	$	54	$	11
Sales and marketing	345		257
Technology	1,840		657
General and administrative	2,400		1,380
Total stock-based compensation	$	4,639	$	2,305

When an award is forfeited prior to the vesting date, we recognize an adjustment for the previously recognized expense in the period of the forfeiture.

Overstock restricted stock awards

The Overstock.com, Inc. Amended and Restated 2005 Equity Incentive Plan (the "Plan") provides for the grant of incentive stock options to employees and directors of the Company, and restricted stock units and other types of equity awards of the Company. These restricted stock awards generally vest over three years at 33.3% at the end of the first year, 33.3% at the end of the second year and 33.4% at the end of the third year, subject to the recipient's continuing service to us.

The cost of restricted stock units is determined using the fair value of our common stock on the date of the grant and compensation expense is either recognized on a straight-line basis over the vesting schedule or on an accelerated schedule when vesting of restricted stock awards exceeds a straight-line basis. The cumulative amount of compensation expense recognized at any point in time is at least equal to the portion of the grant date fair value of the award that is vested at that date.

The following table summarizes restricted stock award activity during the three months ended March 31, 2022 (in thousands, except per share data):


	Three months ended March 31, 2022
	Units	Weighted Average Grant Date Fair Value
Outstanding—beginning of year	663	$	56.37
Granted at fair value	482	46.12
Vested	(243)	38.21
Forfeited	(20)	70.04
Outstanding—end of period	882	$	55.48

Employee Stock Purchase Plan

On February 4, 2021 and May 13, 2021, our Board of Directors and stockholders, respectively, approved the Overstock.com, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"). The 2021 ESPP grants our eligible employees a right to purchase shares of our common stock at a discount through payroll deductions of up to 25% of eligible compensation, subject to a cap of $21,250 in any calendar year. The 2021 ESPP provides for consecutive 24-month offering periods beginning March 1 and September 1 of each year. Each offering period shall consist of four consecutive six-month purchase periods. The first offering period under the 2021 ESPP commenced on September 1, 2021, with the first purchase date occurring on February 28, 2022.

On each purchase date, participating employees will purchase shares of our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on (i) the offering date of the offering period or (ii) the purchase

date (the "look-back" period). If the stock price of our common stock on any purchase date in an offering period is lower than the stock price on the offering date of that offering period, every participant in the offering will automatically be withdrawn from the offering after the purchase of shares on such purchase date and automatically enrolled in a new offering period commencing immediately subsequent to such purchase date.

The maximum number of shares of common stock that may be issued under the 2021 ESPP in aggregate is 3.0 million shares. During the three months ended March 31, 2022, 41,918 shares were purchased at an average purchase price per share of $48.37. At March 31, 2022, approximately 3.0 million shares of common stock remained available under the ESPP.

The 2021 ESPP is considered a compensatory plan and the fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model and expense will be recognized straight-line over the 24-month offering period. For the three months ended March 31, 2022, we recognized $627,000 in share-based compensation expense related to the 2021 ESPP, which is included in the stock compensation expense table above combined with the expense associated with our restricted stock units.