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Stock-Based Compensation and Stock Options | 9 Months Ended
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Sep. 30, 2021
Share-based Payment Arrangement [Abstract] |
Stock-Based Compensation and Stock Options | Stock-Based Compensation and Stock Options The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant using an option-pricing model. The value of the portion of the award that is expected to vest is recognized on a straight-line basis as expense over the related employees’ requisite service periods in the Company’s condensed consolidated stateme nts of operations. In September 2015, pursuant to an executed Option Agreement, the Company granted its Global Chief Executive Officer, Holger Bartel, options to purchase 400,000 shares of common stock of the Company, with an exercise price of $8.07 and quarterly vesting beginning on March 31, 2016 (the “2015 Option Agreement”). The 2015 Option Agreement expires in September 2025. The options are now fully vested and the stock-based compensation related to these options was fully expensed. In October 2017, pursuant to an executed Option Agreement, the Company granted Mr. Bartel options to purchase 400,000 shares of common stock, with an exercise price of $6.95 and quarterly vesting beginning on March 31, 2018 (the “2017 Option Agreement”). The 2017 Option Agreement expires in 2027. During 2019, 250,000 options granted pursuant to the 2017 Option Agreement were exercised by Mr. Bartel. The remaining 150,000 options are fully vested and the stock-based compensation related to these options was fully expensed. In September 2019, the Company granted Mr. Bartel options to purchase 400,000 shares of common stock subject to shareholder approval, with an exercise price of $10.79 and quarterly vesting beginning on March 31, 2020 and ending on December 31, 2021 (the “2019 Option Agreement” and together with the 2015 Option Agreement and the 2017 Option Agreements, the “Bartel Option Agreements”). The 2019 Option Agreement expires in 2024. On May 29, 2020, the shareholders of the Company approved certain amendments to the Bartel Option Agreements, which increased and repriced all outstanding, unexercised options granted to Mr. Bartel (the “Option Agreement Amendments”). Pursuant to the Option Agreement Amendments and subject to shareholder approval, the exercise price for the options was repriced to the official NASDAQ closing share price on March 30, 2020 (the date of execution of the Option Agreement Amendments, which immediately followed the date of approval of the grants from the Board of Directors of the Company), which was $3.49. Additionally, the Option Agreement Amendments made the following increases: (a) 400,000 additional options to purchase the Company’s common stock pursuant to the 2015 Option Agreement, (b) 150,000 additional options to purchase the Company’s common stock pursuant to the 2017 Option Agreement, and (c) 400,000 additional options to purchase the Company’s common stock pursuant to the 2019 Option Agreement, which resulted in a total of 1,900,000 options granted to Mr. Bartel pursuant to the Option Agreement Amendments. Mr. Bartel’s amended options pursuant to the 2015 Option Agreement and the 2017 Option Agreement were fully vested upon the execution of the applicable Option Agreement Amendment. Therefore, stock-based compensation related to these options was fully expensed in second quarter of 2020. During the three months ended September 30, 2021, 500,000 options granted pursuant to the 2015 Option Agreement and 160,000 options granted pursuant to the 2019 Option Agreement were exercised by Mr. Bartel, 188,737 shares of common stock were issued as the result of a cashless exercise and 112,901 shares of common stock were issued as the result of net settlement with respect to the exercise price were approved by Travelzoo's Board of Directors. During the nine months ended September 30, 2021, 600,000 options granted pursuant to the 2015 Option Agreement, 300,000 options granted pursuant to the 2017 Option Agreement and 160,000 options granted pursuant to the 2019 Option Agreement were exercised by Mr. Bartel, 367,086 shares of common stock were issued as the result of a cashless exercise and 112,901 shares of common stock were issued as the result of net settlement with respect to the exercise price were approved by Travelzoo's Board of Directors. Mr. Bartel did not exercise options in the second quarter of 2021. Total stock-based compensation of $382,000 was recorded in general and administrative expenses for each of the three months ended September 30, 2021 and 2020, respectively. Total stock-based compensation of $1.1 million and $3.9 million was recorded in general and administrative expenses for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, there was approximately $382,000 of unrecognized stock-based compensation expense relating to the 2019 Option Agreement and applicable Option Agreement Amendment. This amount is expected to be recognized over the last three months of 2021. In May 2018, pursuant to executed Option Agreements, the Company granted an employee options to purchase 50,000 shares of common stock with an exercise price of $14.70 and annual vesting beginning in May 2019. The options expire in May 2028. Total stock-based compensation of $0 and $34,000 was recorded in sales and marketing expense for the three and nine months ended September 30, 2020. Upon the departure of the employee in 2020, 25,000 unvested options were forfeited and 25,000 vested option were canceled. In June 2018, pursuant to an executed Option Agreement, the Company granted an employee options to purchase 50,000 shares of common stock with an exercise price of $16.65 and annual vesting beginning June 2019. The options expire in June 2023. During the nine months ended September 30, 2020, 37,500 unvested options were forfeited and the compensation expense of $43,000 was reversed from product development expense upo n the employee’s notification of departure. In May 2019, pursuant to an executed Option Agreement, the Company granted an employee options to purchase 100,000 shares of common stock with an exercise price of $19.28, of which 10,000 options vested and became exercisable in May 2019, 15,000 options vested and became exercisable in September 2019, and the remaining 75,000 will vest in three equal installments beginning in May 2021 and ending in May 2024. The options expire in May 2024. Total stock-based compensation of $44,000 was recorded in general and administrative expenses for the first quarter of 2020. Upon the departure of the employee in the second quarter of 2020, 75,000 unvested options were forfeited, 25,000 of vested option were canceled, and the compensation expense of $107,000 was reversed fro m general and administrative expenses. In September 2019, pursuant to executed Option Agreements, the Company granted six employees stock options to purchase 50,000 shares of common stock each (300,000 in the aggregate) with an exercise price of $10.79, of which 75,000 options vest and become exercisable annually starting on September 5, 2020 and ending on December 31, 2023. The options expire in September 2024. On May 29, 2020, the shareholders of the Company approved the grants, as well as certain amendments to the Option Agreements, which increased and repriced all outstanding, unexercised options granted to such employees. Pursuant to the applicable amendments, the exercise price for the options was repriced to the official NASDAQ closing share price on March 30, 2020 (the date of execution of the amendments to the Option Agreements, which immediately followed the date of approval of the grants from the Board of Directors of the Company), which was $3.49, the option grants were each increased to 100,000 each, resulting in 300,000 additional options in the aggregate. In 2020, 100,000 unvested options were forfeited upo n an employee’s departure, 75,000 options were exercised and 54,258 shares of common stock were issued as the result of a cashless exercise approved by Travelzoo’s Board of Directors. During the nine months ended September 30, 2021, 75,000 unvested options were forfeited upo n an employee’s departure, 100,000 options were exercised and 54,110 shares of common stock were issued as the result of the cashless exercises. Total stock-based compensation related to these option grants of $97,000 and $362,000 was recorded in general and administrative expenses for the three months ended September 30, 2021 and 2020. Total stock-based compensation related to these option grants of $248,000 and $523,000 was recorded in general and administrative expenses for the nine months ended September 30, 2021 and 2020. As of September 30, 2021, there was approximately $741,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 1.9 years. On May 29, 2020, pursu ant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 800,000 shares of common stock to Mr. Ralph Bartel, Chairman of the Board of Directors of the Company, with an exercise price of $3.49 and quarterly vesting beginning June 30, 2020 and ending on March 31, 2022. The options expire in March 2025. This grant was approved at the 2020 Annual Meeting of the shareholders. Total stock-based compensation related to these option grants of $385,000 was recorded in general and administrative expenses for each of the three months ended September 30, 2021 and 2020. Total stock-based compensation related to these option grants of $1.2 million and $771,000 was recorded in general and administrative expenses for the nine months ended September 30, 2021 and 2020. As of September 30, 2021, there was approximately $771,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next six months. On May 29, 2020, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 200,000 shares of common stock to two key employees, with an exercise price of $3.49 with annual vesting starting March 30, 2021 and ending on March 31, 2024. The options expire in March 2025. This amount is expected to be recognized over the next year. During the nine months ended September 30, 2021, 50,000 options were exercised and 24,474 shares of common stock were issued as the result of the cashless exercises. Total stock-based compensation related to these option grants of $49,000 and $59,000 was recorded in general and administrative expenses for the three months ended September 30, 2021 and 2020. Total stock-based compensation related to these option grants of $157,000 and $79,000 was recorded in general and administrative expenses for the nine months ended September 30, 2021 and 2020. As of September 30, 2021, there was approximately $491,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 2.5 years. On June 1, 2021, pursuant to an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 50,000 shares of common stock to one employee, with an exercise price of $9.44, with annual vesting starting January 1, 2022 and ending on January 1, 2025. The options expire in January 2026. Total stock-based compensation related to these option grants of $62,000 and $82,000 was recorded in general and administrative expenses for the three and nine months ended September 30, 2021. As of September 30, 2021, there was approximately $492,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over the next 3.3 years.

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