8.	STOCK-BASED COMPENSATION

Pending Merger Treatment of Outstanding Equity Awards

The Merger Agreement provides that, with respect to all outstanding options, stock unit awards and restricted stock awards under the Company’s equity plans, as a result of the Merger:

• each option will be fully vested and cancelled, and each holder of a cancelled Company option will receive a payment in cash equal to the product of (i) the total number of Shares subject to the cancelled Company option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share subject to the cancelled Company option, without interest, less any required tax withholding (provided, however, that any Company option with respect to which the exercise price per share is equal to or greater than the Merger Consideration will be cancelled in exchange for no consideration); and

• each stock unit and restricted stock award (other than notional shares credited under the West Corporation Nonqualified Deferred Compensation Plan) will be converted into the right to receive a payment in cash equal to the sum of (i) the Merger Consideration multiplied by the number of Shares subject to each such award and (ii) the dividend equivalents accrued on such award prior to the closing date, and to the extent required by an existing award agreement such cash amount will be held in escrow and become vested and payable in accordance with the terms of the awards on the vesting schedule set forth in the awards.

For any stock unit awards that are subject to performance-based vesting conditions, the Merger Agreement provides that the number of Shares subject to such awards that are earned based on performance will be determined as of the closing date in accordance with the terms of the applicable award agreements, which the Company may amend between signing and closing to provide that, for all relevant periods, the performance goals will be deemed to have been satisfied at 100% of the target level.

Any notional shares accrued under the West Corporation Nonqualified Deferred Compensation Plan will be valued based on the Merger Consideration and will be notionally reinvested in one or more other “measurement funds” (as defined under the West Corporation Nonqualified Deferred Compensation Plan) as determined by the Company prior to the effective time of the Merger until such accounts are distributed to participants in connection with the termination and pay-out of the Company’s existing account balance deferred compensation plans on the later to occur of (i) December 31, 2017 and (ii) the closing date, in accordance with the terms of such plan and applicable law or such other date as may be established by the Company in accordance with such plan and applicable law.

2006 Executive Incentive Plan

Stock options granted under the West Corporation 2006 Executive Incentive Plan (“2006 EIP”) prior to 2012 vest over a period of five years, with 20% of the stock option becoming exercisable on each of the first through fifth anniversaries of the grant date. Stock options granted under the 2006 EIP in 2012 and 2013 vest over a period of four years, with 25% of the stock option becoming exercisable on each of the first through fourth anniversaries of the grant date. Once an option has vested, it generally remains exercisable until the tenth anniversary of the grant date so long as the participant continues to provide services to the Company.

2013 Long-Term Incentive Plan

Prior to the completion of our initial public offering, we adopted the 2013 Long-Term Incentive Plan, which was amended and restated in 2014 (as amended, the “2013 LTIP”). The 2013 LTIP is intended to provide our officers, employees, non-employee directors and consultants with added incentive to remain employed by or perform services for us and align such individuals’ interests with those of our stockholders. Under the terms of the 2013 LTIP, 8,500,000 shares of common stock were made available for stock options, restricted stock or other types of equity awards, subject to adjustment for stock splits and other similar changes in capitalization. The number of available shares under the 2013 LTIP is reduced by the aggregate number of shares underlying each award. To the extent that shares subject to an outstanding award granted under the 2013 LTIP are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the settlement of such award in cash, then such shares will again be available under the 2013 LTIP (excluding shares withheld by the Company to pay withholding taxes related to an award under the 2013 LTIP).

Stock options granted under the 2013 LTIP vest over a period of four years, with 25% of the stock option becoming exercisable on each of the first through fourth anniversaries of the grant date. Once an option has vested, it generally remains exercisable until the tenth anniversary of the grant date so long as the participant continues to provide services to the Company. Restricted stock and restricted stock units granted under the 2013 LTIP, which are time-vested vest over a period of three or four years (excluding awards to directors which vest over a six to 12 month period), with a ratable portion of the restricted stock or restricted stock unit award vested on each anniversary of the grant date until fully vested, unless earlier forfeited as a result of termination of service to the Company prior to the applicable vesting date. Performance-based restricted stock and restricted stock units granted under the 2013 LTIP vest over a performance period of three or four years. Accrued dividends are payable in respect of shares of unvested restricted stock and unvested restricted stock units upon vesting of the restricted stock and restricted stock units in accordance with the terms of the applicable award agreement.

2006 Executive Incentive Plan and 2013 Long-Term Incentive Plan – Stock Options

The following table presents the stock or stock option activity under the 2006 EIP and 2013 LTIP for the six months ended June 30, 2017:

	Stock or			Options Outstanding
	Options						Weighted
	Available			Number			Average
	for Grant			of Shares			Exercise Price
Balance at January 1, 2017		5,333,520			2,169,305		$	27.45
Options exercised		—			(20,549	)		24.79
Options canceled or forfeited (2013 LTIP)		16,088			(16,088	)		23.40
Options canceled or forfeited (2006 EIP)		—			(159,214	)		30.84
Restricted stock granted		(679,594	)		—			—
Restricted stock canceled		66,265			—			—
Balance at June 30, 2017		4,736,279			1,973,454		$	27.24

At June 30, 2017, we expect that approximately 2.0 million options granted and outstanding have or will vest.

At June 30, 2017, the intrinsic value of options vested and exercisable was approximately $0.1 million. The aggregate intrinsic value of options outstanding at June 30, 2017 was approximately $0.2 million. The aggregate intrinsic value of options outstanding, vested and expected to vest at June 30, 2017 was approximately $0.2 million.

The following table presents information regarding the options granted under the 2006 EIP and 2013 LTIP at June 30, 2017:

Outstanding							Exercisable
Range of Exercise Prices	Number of Options		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
$0.00 - $23.50		153,066		5.94	$	22.12		114,252	$	22.12
23.51 - 28.80		1,397,574		4.81		25.41		1,355,122		25.44
28.81 - 33.52		403,566		4.48		33.43		403,566		33.43
33.53 - 84.80		19,248		2.28		71.00		19,248		71.00
$0.00 - $84.80		1,973,454		4.81	$	27.24		1,892,188	$	27.40

No stock options have been awarded since April 1, 2014.

Restricted Shares, Restricted Stock Units and Performance-Based Restricted Stock Units

During the six months ended June 30, 2017, pursuant to agreements with our non-employee directors who are not affiliated with our former sponsors, we issued 16,444 shares of common stock with an aggregate fair value of approximately $400,000. These shares vest on the one-year anniversary of the date of grant.

During the six months ended June 30, 2017, we issued 471,120 time-vested restricted stock awards and restricted stock units to certain key employees. These awards vest ratably with 25% of the award vesting on each of the first through fourth anniversaries of the award date. The fair value of these awards at the date of grant was approximately $11.3 million and will be recognized over the remaining vesting period of approximately 3.7 years as of June 30, 2017. During the six months ended June 30, 2017, 96,917 restricted stock awards and restricted stock units vested. 61,114 of these awards are outstanding after 35,803 were withheld in settlement of related payroll taxes.

During the six months ended June 30, 2017, we issued 192,030 performance-based restricted stock units to certain key executives. Each performance-based restricted stock unit represents a contingent right to receive between zero and 1.75 shares of West common stock. These performance-based restricted stock units will vest based on the Company’s total shareholder return (“TSR”) percentile ranking over the applicable performance period as compared to the TSR of companies included in the Russell 2000 on both the first and last day of the performance period, which began on March 1, 2017, and ends on February 29, 2020. The fair value of these awards at the date of grant was approximately $5.2 million and will be recognized over the remaining vesting period of approximately 2.7 years as of June 30, 2017.

2013 Employee Stock Purchase Plan

In 2013, we implemented the 2013 Employee Stock Purchase Plan (“ESPP”), under which the sale of 1.0 million shares of our common stock initially had been authorized and reserved. On January 28, 2016 the Company’s Board of Directors approved an amendment to the ESPP to increase the number of shares available under the ESPP by an additional 1.0 million shares of common stock. The amendment was approved by a vote of the stockholders at our May 17, 2016 annual meeting. Employees may designate up to 50% of their annual compensation for the purchase of stock, subject to a per person limit of 2,000 shares in any offering period or calendar year. The price for shares purchased under the ESPP is 85% of the market closing price on the last day of the quarterly purchase period. No employee will be authorized to purchase common stock through the ESPP if, immediately after the purchase, the employee (or any other person whose stock would be attributed to such employee under U.S. tax law) would own stock and/or hold outstanding options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any parent of the Company or any subsidiary. In addition, no participant will be entitled to purchase stock under the ESPP at a rate which, when aggregated with his or her rights to purchase stock under all other employee stock purchase plans of the Company and its subsidiaries, exceeds $25,000 in fair market value, determined as of the date of grant (or such other limit as may be imposed by U.S. tax law), for each calendar year in which any option granted to the participant under any such plans is outstanding at any time. During the six months ended June 30, 2017, 173,249 shares were issued under the ESPP. As of June 30, 2017, 1,119,803 shares had been issued under the ESPP since the plan’s inception. In accordance with the Merger Agreement, effective July 1, 2017, the ESPP has been suspended.

For the three and six months ended June 30, 2017, we recognized compensation for the ESPP of $0.3 million and $0.7 million, respectively. For the three and six months ended June 30, 2016, we recognized compensation for the ESPP of $0.3 million and $0.7 million, respectively.

Share-Based Compensation Expense

For the three and six months ended June 30, 2017, share-based compensation expense was $6.1 million and $11.5 million, respectively. For the three and six months ended June 30, 2016, share-based compensation expense was $6.2 million and $13.8 million, respectively.

At June 30, 2017 and 2016, there was approximately $0.2 million and $0.7 million, respectively, of unrecorded and unrecognized compensation expense, adjusted for estimated forfeitures, related to unvested share-based compensation on stock options under the 2006 EIP and 2013 LTIP, respectively, which will be recognized over the remaining vesting period of approximately 0.6 years as of June 30, 2017.

At June 30, 2017 and 2016, there was approximately $40.6 million and $45.5 million, respectively, of unrecorded and unrecognized compensation expense, related to unvested share-based compensation on restricted stock under the 2013 LTIP, which will be recognized over the remaining vesting period of approximately 2.3 years as of June 30, 2017.