5. SHARE BASED COMPENSATION:

Valuation and Expense Information

	For the Three Months				For the Nine Months Ended
	Ended September 30,				Ended September 30,
	2018		2017		2018		2017
Total cost of share-based payment plans	$	2,148	$	10,276	$	15,321	$	46,166
Amounts capitalized in oil and gas properties and equipment	$	724	$	2,358	$	3,774	$	11,984
Amounts charged against income, before income tax benefit	$	1,424	$	7,918	$	11,547	$	34,182
Amount of related income tax benefit recognized in income before valuation allowance	$	299	$	3,151	$	2,425	$	13,604

Performance Share Plans:

2017 Stock Incentive Plan. In April 2017, the Ultra Petroleum Corp. 2017 Stock Incentive Plan (“2017 Stock Incentive Plan”) was established pursuant to which 7.5% of the equity in the Company (on a fully-diluted/fully-distributed basis) is reserved for grants to be made from time to time to the directors, officers, and other employees of the Company (the “Reserve”). During 2017, Management Incentive Plan Grants (the “Initial MIP Grants”) were made to members of the board of directors (the “Board”), officers, and other employees of the Company subject to the conditions and performance requirements provided in the grants, including the limitations that one-third of the Initial MIP Grants will vest, if at all, at such time when the total enterprise value of the Company equals or exceeds $6.0 billion based upon the volume weighted average price of the common stock during a consecutive 30-day period, that one-third of the Initial MIP Grants will vest, if at all, at such time when the total enterprise value of the Company equals or exceeds 110% of $6.0 billion based upon the volume weighted average price of the common stock during a consecutive 30-day period, and, that if any Initial MIP Grants do not vest before the fifth anniversary of the Effective Date, as defined in Note 10, such Initial MIP Grants shall automatically expire. The balance of the Reserve is available to be granted by the Board from time to time.

On June 8, 2018, each of the Board and the Compensation Committee of the Board (the “Committee”) approved an amendment and restatement of the 2017 Stock Incentive Plan (as amended and restated, the “A&R Stock Incentive Plan”). The A&R Stock Incentive Plan amends and restates the 2017 Stock Incentive Plan to, among other things:

•	provide that consultants, independent contractors and advisors are eligible to participate and receive equity awards in the A&R Stock Incentive Plan;

•	limit the aggregate incentive awards available to be granted to any outside director during a single calendar year to a maximum of $750,000;

•	revise the definition of a Change of Control to exclude a change in a majority of the members on the Board;

•

provide that, with respect to awards granted on or after June 8, 2018, no such awards will vest solely as a result of a Change of Control (as defined in the A&R Stock Incentive Plan) unless expressly provided otherwise in the applicable grant agreement or unless otherwise determined by the Committee; and

•	make certain other changes related to revisions to the U.S. Internal Revenue Code.

In July 2018, the Company modified its incentive plan and recipients of the Initial MIP Grants were offered an opportunity to exchange the unvested portion of their Initial MIP Grants for a new equity awards of time-based restricted stock units (the “2018 RSUs”) effective July 31, 2018 on a one-for-one basis. All 2018 RSUs are time-based awards and will vest in equal tranches on May 25, 2019, May 25, 2020, and May 25, 2021.

Stock-Based Compensation Cost:

Market-Based Condition Awards. When vesting of an award of stock-based compensation is dependent, at least in part, on the value of a company’s total equity, for purposes of FASB ASC 718, the award is subject to a “market condition”. Because the Company’s total equity value is a component of its enterprise value, the awards based on enterprise value are subject to a market condition. Unlike the valuation of an award that is subject to a service condition (i.e., time vested awards) or a performance condition that is not related to stock price, FASB ASC 718 requires the impact of the market condition to be considered when estimating the fair value of the award. As a result, we have used a Monte Carlo simulation model to estimate the fair value of the Initial MIP Grants that include a market condition prior to the modification thereof in July 2018.

FASB ASC 718 requires the expense for an award of stock-based compensation that is subject to a market condition that can be attained at any point during the performance period to be recognized over the shorter of (a) the period between the date of grant and the date the market condition is attained, and (b) the award’s derived service period. For purposes of FASB ASC 718, the derived service period represents the duration of the median of the distribution of share price paths on which the market condition is satisfied. That median is the middle share price path (the midpoint of the distribution of paths) on which the market condition is satisfied. The duration is the period from the service inception date to the expected date of market condition satisfaction. Compensation expense is recognized regardless of whether the market condition is satisfied.

Modification. The incremental expense recognized from the modification was $0.6 million for the three and nine months ended September 30, 2018.

Expense. For the nine months ended September 30, 2018, the Company recognized $11.5 million in pre-tax compensation expense, of which $10.9 million related to the Initial MIP Grants and is included within General and administrative expenses on the Condensed Consolidated Statement of Operations. During the nine months ended September 30, 2017, the Company recognized $34.2 million in pre-tax compensation expense, of which $32.9 million related to the Initial MIP Grants.