In March 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan replaces the Company’s prior 2000 Equity Incentive Plan (the “2000 Plan”) and the 2006 Equity Incentive Plan (the “2006 Plan”) (collectively, the “Plans”). Beginning March 2015, all awards were granted under the 2015 Plan. In addition, any awards that were previously granted under any prior Plans that terminate without issuance of shares, shall be eligible for issuance under the 2015 Plan.

Under the 2015 Plan, the Company may grant to its employees, outside directors and consultants awards in the form of non-qualified stock options, shares of restricted stock, stock units, or stock appreciation rights and performance shares. The Company’s Board of Directors administers the Plan and is responsible for determining the individuals to be granted options or shares, the number of options or shares each individual will receive, the price per share and the exercise period of each option.

At the annual meeting of stockholders the Company held on June 16, 2022, the stockholders of the Company approved and adopted the Certificate of Amendment of the Company’s restated certificate of incorporation to increase the total number of shares of authorized common stock from 100 million shares to 150 million shares. Additionally, the Company’s stockholders approved the amendment and restatement of the Company’s 2015 Equity Incentive Plan to increase the maximum total number of shares of common stock issuable under the Plans by 12.9 million shares from 29,297,175 shares to a new aggregate total of 42,197,175 shares.

On December 15, 2017, the Compensation Committee adopted the 2017 New Hire Equity Incentive Plan (“2017 New Hire Plan”), which is intended to be exempt from the stockholder approval requirements under the “inducement grant exception” provided by the Inducement Rule. The Committee authorized the issuance of up to 1.5 million Common Shares to new hires, with the purpose of promoting the long-term success of the Company and the creation of stockholder value by (a) providing for the attraction and retention of new employees with exceptional qualifications, (b) encouraging new employees to focus on critical long-range objectives, and (c) linking new employees directly to stockholder interests through increased stock ownership. As required by the Inducement Rule, the Company issues a press release promptly upon issuing shares to new employees pursuant to the 2017 New Hire Plan.

On November 1, 2021 Synchronoss Technologies, Inc. 2017 New Hire Equity Incentive Plan was amended to increase the maximum number of shares of Common Stock authorized for issuance under the 2017 Incentive Plan by 566,711 shares from 1,500,000 shares to a new aggregate total of 2,066,711 shares.

As of December 31, 2022, there were 8.0 million shares available for the grant or award under the Company’s 2015 Plan and 1.0 million shares available for the grant or award under the Company’s 2017 New Hire Equity Incentive Plan.

The Company’s performance cash awards granted to executives under the Long Term Incentive (“LTI”) Plans have been accounted for as liability awards, due to the Company’s intent and the ability to settle such awards in cash upon vesting and has reflected such awards in accrued expenses. As of December 31, 2022, the liability for such awards is approximately $0.2 million.


	Twelve Months Ended December 31,
		2022		2021		2020
Cost of revenues		$	788	$	1,593	$	2,409
Research and development		1,728		2,862		4,380
Selling, general and administrative		2,945		4,850		4,348
Total stock-based compensation expense		$	5,461	$	9,305	$	11,137


	Twelve Months Ended December 31,
		2022		2021		2020
Stock options		$	2,570	$	3,748	$	1,308
Restricted stock awards		2,899		5,364		9,743
Performance Based Cash Units		(8)		193		86

Total stock-based compensation before taxes		$	5,461	$	9,305	$	11,137
Tax benefit		$	1,062	$	1,750	$	1,815

The total stock-based compensation cost related to unvested equity awards as of December 31, 2022 was approximately $7.6 million. The expense is expected to be recognized over a weighted-average period of approximately 1.8 years.

The total stock-based compensation cost related to unvested performance-based cash units as of December 31, 2022 was approximately $0.3 million. The expense is expected to be recognized over a weighted-average period of approximately 1.8 years.

Stock options that were granted under the Company’s Plans generally vest 25% of the applicable shares on the first anniversary of the date of grant and thereafter an additional 1/48th for each month of continuous service.

The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock options. The weighted-average assumptions used in the Black-Scholes option pricing model are as follows:


	Twelve Months Ended December 31,
		2022			2021			2020
Expected stock price volatility		74.1		%	82.3		%	74.5		%
Risk-free interest rate		3.1		%	0.7		%	1.0		%
Expected life of options (in years)		4.15			4.23			4.47
Expected dividend yield		0.0		%	0.0		%	0.0		%
Weighted-average fair value of the options		$	0.71		$	1.83		$	2.79


Options	Number of Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2021	4,715	$	6.53
Options Granted	3,039	1.22
Options Exercised	—	—
Options Cancelled	(1,113)	8.33
Outstanding at December 31, 2022	6,641	$	3.80	5.28	$	—
Vested and exercisable at December 31, 2022	2,445	$	7.08	3.84	$	—

The total intrinsic value of stock options exercised during the year ended December 31, 2022 and 2021 was nil and nil, respectively. The total intrinsic value of stock options exercisable as of December 31, 2022 and 2021 was nil and nil, respectively.

Restricted stock awards (“Restricted Stock”) granted under the Company’s Plans generally vest one-third of the applicable shares on the first, second, and third anniversary of the date of grant, considering a continuous service is provided.

Generally, performance stock awards granted under the Company’s 2015 Plan vest at the end of a three-year period based on service and achievement of certain performance objectives determined by the Company’s Board of Directors.


Unvested Restricted Stock	Number of Awards	Weighted- Average Grant Date Fair Value
Unvested at December 31, 2021	2,574	$	3.57
Granted	3,205	1.25
Granted adjustment1	63	1.64
Vested	(805)	4.28
Forfeited	(652)	2.74
Unvested at December 31, 2022	4,385	$	1.82

Restricted stock awards are granted subject to other service conditions or service and performance conditions (“Performance-Based Awards”). Restricted stock and Performance-Based Awards are measured at the closing stock price at the date of grant and are recognized straight line over the requisite service period.

Performance based cash units (PBCU) generally vest at the end of a three-year period based on service and achievement of certain performance objectives determined by the Company’s Board of Directors. The PBCU can be settled in cash or in equity as determined by the Compensation Committee.


Unvested Cash Units	Number of Awards	Period end Fair Value
Unvested at December 31, 2021	1,996	$	2.44
Granted	4,672
Granted adjustment 1	(216)
Vested	(63)
Forfeited	(517)
Unvested at December 31, 2022	5,872	$	0.62

_____________________________

Performance based cash units are measured at the closing stock price at the reporting period end date and are recognized straight line over the requisite service period. The expense for the period will increase or decrease based on updated fair values of these awards as well as the percentage achievement of the performance metrics at each reporting date.