Share and Incentive-Based Compensation | Share and Incentive-Based Compensation Share-Based Compensation Omnibus Incentive Plan. The Company's Omnibus Incentive Plan became effective in October 2016. The Omnibus Incentive Plan authorizes the issuance of up to 4.6 million shares of SandRidge common stock to eligible persons including non-employee directors of the Company, employees of the Company or any of its affiliates, and certain consultants and advisers to the Company or any of its affiliates. The types of awards that may be granted under the Omnibus Incentive Plan include stock options, restricted stock, performance awards and other forms of awards granted or denominated in shares of the Company’s common stock, as well as certain cash-settled awards. At September 30, 2018, the Company had restricted stock awards and an immaterial amount of performance share units outstanding under the Omnibus Incentive Plan. Restricted Stock Awards. The Company’s restricted stock awards are equity-classified awards and are valued based upon the market value of the Company’s common stock on the date of grant. Vesting for certain restricted stock awards was accelerated in connection with executive terminations and a reduction in force in the first quarter of 2018 with the majority of the remaining restricted stock awards vesting in June 2018 as a result of the accelerated vesting upon change in control event discussed in Note 3. In August 2018, the Company granted additional restricted stock awards. Outstanding restricted shares will generally vest over either a one-year period or three-year period. The following table presents a summary of the Company’s unvested restricted stock awards: Number of Shares Weighted Average Grant Date Fair Value (In thousands) Unvested restricted shares outstanding at December 31, 2017 1,105 $ 22.62 Granted 366 $ 16.06 Vested (1,049) $ 22.71 Forfeited / Canceled (39) $ 21.61 Unvested restricted shares outstanding at September 30, 2018 383 $ 16.22 As of September 30, 2018, the Company's unrecognized compensation cost related to unvested restricted stock awards totaled $5.6 million. The remaining weighted average contractual period over which this compensation cost may be recognized is 2.4 years. The aggregate intrinsic value of restricted stock that vested during the nine-month period ended September 30, 2018 was approximately $15.9 million based on the stock price at the time of vesting. Performance Share Units . In February 2017, the Company granted equity-classified awards in the form of performance share units. The vesting for certain performance share units was accelerated in connection with executive terminations and a reduction in force in the first quarter of 2018 with all remaining units vesting in June 2018 as a result of the accelerated vesting upon change in control event discussed in Note 3. All performance share units for which vesting was accelerated were settled in shares of the Company’s common stock with one share of common stock being issued per performance share unit. In September 2018, the Company granted an immaterial amount of additional performance share units. The following table presents a summary of the Company’s performance share units: Number of Units Fair Value per Unit at September 30, 2018 (In thousands) Unvested performance share units outstanding at December 31, 2017 183 Granted 111 Vested (177) Forfeited / Canceled (6) Unvested performance share units outstanding at September 30, 2018 111 $ 20.41 The aggregate intrinsic value of performance share units that vested during the nine-month period ended September 30, 2018 was approximately $2.7 million based on the stock price at the time of vesting. Incentive-Based Compensation Performance Units . In October 2016, the Company granted liability-classified awards in the form of performance units. The vesting for certain performance units was accelerated in connection with executive terminations and a reduction in force in the first quarter of 2018 with all remaining units vesting in June 2018 as a result of the accelerated vesting upon change in control acceleration event discussed in Note 3. The accelerated performance units were paid at the issuance value of $100 each. The value for previous vestings was determined by annual scorecard results. The following table presents a summary of the Company’s performance units: Number of Units Fair Value per Unit at September 30, 2018 (In thousands) Unvested performance units outstanding at December 31, 2017 49 Granted — Vested (48) Forfeited / Canceled (1) Unvested performance units outstanding at September 30, 2018 — — The aggregate intrinsic value of performance units that vested during the nine-month period ended September 30, 2018 was approximately $4.8 million. The following tables summarize share and incentive-based compensation for the three and nine-month periods ended September 30, 2018, and 2017 (in thousands): Recurring Compensation Expense(1) Executive Terminations(2) Reduction in Force(2) Change in Control(3) Total Three Months Ended September 30, 2018 Equity-classified awards: Restricted stock awards $ 523 $ — $ — $ — $ 523 Performance share units 41 — — — 41 Total share-based compensation expense 564 — — — 564 Less: Capitalized compensation expense (58) — — — (58) Share-based compensation expense, net $ 506 $ — $ — $ — $ 506 Three Months Ended September 30, 2017 Equity-classified awards: Restricted stock awards $ 3,084 $ — $ — $ — $ 3,084 Performance share units 397 — — — 397 Total share-based compensation expense 3,481 — — — 3,481 Liability-classified awards: Performance units 489 — — — 489 Total share and incentive-based compensation expense 3,970 — — — 3,970 Less: Capitalized compensation expense (593) — — — (593) Share and incentive-based compensation expense, net $ 3,377 $ — $ — $ — $ 3,377 Nine Months Ended September 30, 2018 Equity-classified awards: Restricted stock awards $ 3,902 $ 8,140 $ 3,777 $ 5,181 $ 21,000 Performance share units 400 1,056 158 610 2,224 Total share-based compensation expense 4,302 9,196 3,935 5,791 23,224 Liability-classified awards: Performance units 776 2,151 558 1,309 4,794 Total share and incentive-based compensation expense 5,078 11,347 4,493 7,100 28,018 Less: Capitalized compensation expense (392) — — (555) (947) Share and incentive-based compensation expense, net $ 4,686 $ 11,347 $ 4,493 $ 6,545 $ 27,071 Nine Months Ended September 30, 2017 Equity-classified awards: Restricted stock awards $ 11,698 $ 1,825 $ — $ — $ 13,523 Performance share units 1,007 — — — 1,007 Total share-based compensation expense 12,705 1,825 — — 14,530 Liability-classified awards: Performance units 2,051 — — — 2,051 Total share and incentive-based compensation expense 14,756 1,825 — — 16,581 Less: Capitalized compensation expense (2,221) — — — (2,221) Share and incentive-based compensation expense, net $ 12,535 $ 1,825 $ — $ — $ 14,360 ____________________ 1. Recorded in general and administrative expense in the accompanying consolidated statements of operations. 2. Recorded in employee termination benefits in the accompanying consolidated statements of operations. 3. Recorded in accelerated vesting upon change in control in the accompanying consolidated statements of operations. |