Table Of Contents OLO INC. Notes to Condensed Financial Statements (Unaudited) 9. Stock-Based Compensation Equity Incentive Plans On March 5, 2021, our board of directors adopted our 2021 Equity Incentive Plan (“2021 Plan”). Prior to that date, we had established our 2015 Equity Incentive Plan (“2015 Plan”) and 2005 Equity Incentive Plan (“2005 Plan” and together with the 2015 Plan and 2021 Plan, the “Plans”). The 2021 Plan serves as the successor to the 2015 Plan and 2005 Plan and provides for the issuance of incentive and nonqualified stock options, SARs, restricted stock and RSUs, to employees, directors, consultants and advisors. Stock options under the Plans may be granted with contractual terms of up to ten years (or five years if granted to a 10.0% stockholder) and at prices no less than 100.0% of the estimated fair value of the shares on the date of grant as determined by the board of directors; provided, however, that (i) the exercise price of an incentive stock option (“ISO”) and nonqualified stock option (“NSO”) granted to a greater than 10.0% stockholder shall not be less than 110.0% of the estimated fair value of the shares on the date of grant. Awards granted under the Plans generally vest over four years. Certain stock options have an early exercise feature. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest; therefore, cash received in exchange for unvested shares exercised is recorded as a liability on the accompanying condensed balance sheets, and are reclassified to Class B common stock and additional paid-in capital as the shares vest. There were 141,270 and 204,850 early exercised shares outstanding as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021, there is a liability in the amount of $0.4 million, of which $0.2 million was recorded in accrued expenses and other current liabilities in our balance sheet because vesting is within the next 12 months, and $0.2 million was recorded in other liabilities, non-current, because vesting is beyond the next 12 months. On March 13, 2021, our board of directors adopted a non-employee director compensation policy that became effective upon our IPO. The policy provides for annual cash retainer for non-employee directors and an additional cash retainer for those non-employee directors that serve as chairpersons or members of our audit, compensation, and nominating and corporate governance committees. Additionally, directors will have the option to receive their annual retainer amounts in cash or equity. Each new non-employee director appointed to the board of directors after the IPO date will be granted an initial RSU award with a value of $0.3 million subject to vesting over a three-year period. Certain non-employee directors who served for at least six months prior to the IPO effective date and did not have unvested equity awards, were granted 39,870 RSU awards on March 17, 2021 with a total value of approximately $1.0 million, which will fully vest on the day immediately prior to our 2022 annual meeting of stockholders. As of September 30, 2021 and December 31, 2020 the maximum number of shares authorized for issuance to participants under the Plans is 20,396,975 and 46,170,691, respectively. As of September 30, 2021 and December 31, 2020 the number of shares available for issuance to participants under the Plans is 20,067,705 and 1,687,947, respectively. During the three and nine months ended September 30, 2021 and 2020, no SARs were granted to employees. The SARs outstanding as of the time of the IPO are equity-classified and are measured at their grant date fair value. The SARs were vested and settled upon completion of the IPO and 1,642,570 shares of Class B common stock were issued in connection with this event. Compensation expense of $2.8 million was recognized for the nine months ended September 30, 2021. The aggregate intrinsic value of the SARs as of December 31, 2020 was $17.7 million. 18