NOTE D – STOCK-BASED COMPENSATION

Restricted Stock Units

The 2013 Stock Incentive Plan (“2013 Plan”) provides for the grant of any or all of the following types of awards: (a) stock options, (b) restricted stock, (c) deferred stock, (d) stock appreciation rights, and (e) other stock-based awards including restricted stock units. Awards under the 2013 Plan may be granted singly, in combination, or in tandem. Subject to standard anti-dilution adjustments as provided, the 2013 Plan provides for an aggregate of 2,600,000 shares of the Company’s common stock to be available for distribution. The Company’s Compensation Committee generally has the authority to administer the 2013 Plan, determine participants who will be granted awards, the size and types of awards, the terms and conditions of awards and the form and content of the award agreements representing awards. Awards under the 2013 Plan may be granted to employees, directors and consultants of the Company and its subsidiaries. As of September 30, 2022, there were 1,212,938 shares of common stock available for issuance under the 2013 Plan.

During the three months ended September 30, 2022, the Company adopted the Network-1 2022 Stock Incentive Plan (“2022 Plan”), by the Company’s Board of Directors on July 25, 2022 and its stockholders on September 20, 2022. The 2022 Plan provides for the grant of any or all of the following types of awards: (a) stock options, (b) restricted stock units, (c) restricted stock, (d) deferred stock, (e) stock appreciation rights, (f) unrestricted stock awards and (g) other stock-based awards. Awards under the 2022 Plan may be granted singly, in combination, or in tandem. Subject to standard anti-dilution adjustments as provided, the 2022 Plan provides for an aggregate of 2,300,000 shares of the Company’s common stock to be available for distribution. The Company’s Compensation Committee generally has the authority to administer the 2022 Plan, determine participants who will be granted awards, the size and types of awards, the terms and conditions of awards and the form and content of the award agreements representing awards. Awards under the 2022 Plan may be granted to employees, directors and consultants of the Company and its subsidiaries. As of September 30, 2022, 2,300,000 shares of common stock available for issuance under the 2022 Plan.

The Company intends to discontinue issuing awards under its 2013 Stock Incentive Plan as a result of the adoption of the 2022 Plan.

A summary of restricted stock unit activity for the nine months ended September 30, 2022 is as follows (each restricted stock unit issued by the Company represents the right to receive one share of the Company’s common stock):

Restricted stock unit compensation expense was $174,000 and $65,000 for the three months ended September 30, 2022 and 2021, respectively. Restricted stock unit expense was $407,000 and $183,000 for the nine months ended September 30, 2022 and 2021, respectively. Stock-based compensation expense is included in general and administrative expenses on the unaudited condensed consolidated statement of operations and comprehensive income (loss).

The Company has an aggregate of $909,000 of unrecognized restricted stock unit compensation as of September 30, 2022 to be expensed over a weighted average period of 2.56 years.

All of the Company’s outstanding (unvested) restricted stock units have dividend equivalent rights. As of September 30, 2022 and December 31, 2021, there was $37,000 and $72,000, respectively, accrued for dividend equivalent rights which were included in other accrued expenses.