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EQUITY INCENTIVE PLANS

Stock Options, Restricted Stock and Stock Option Plans

On the Effective Date,

and in accordance with the Plan, we reserved

876,553

shares of Successor common stock for issuance under a management incentive plan. The Board has

not

yet approved a management incentive plan and

shares had been granted as of

December 31, 2017.

In the Predecessor periods of

2017,

2016

and

2015,

we had outstanding equity-classified awards in the form of stock options and restricted stock under

three

former Equity Incentive Plans

, or the Former Equity Plans. All awards under the Former Equity Plans that had

not

been forfeited were deemed to vest on a date prior to the Effective Date in connection with the Plan. Predecessor Class A common stock underlying such awards were cancelled on the Effective Date and the holders of such interests received their pro rata share of Successor common stock and Equity Warrants.

A summary of the unvested restricted stock awarded pursuant to our Predecessor incentive equity plans as of

December

31,

2016

and changes during

2017

is presented below:

Predecessor stock options granted to purchase our shares had an exercise price equal to, or greater than, the fair market value of the Predecessor

’s Class A common stock on the date of grant. These stock options vested over

three

years

from the date of grant and terminated at the earlier of the date of exercise or

seven

years

from the date of grant. The fair value of stock option awards is determined using the Black-Scholes option-pricing model. The expected life of an option is estimated based on historical exercise behavior. Volatility assumptions are estimated based on the average of historical volatility over the previous

three

years measured from the grant date. Risk-free interest rates are based on U.S. Government Zero Coupon Bonds with a maturity corresponding to the Safe Harbor term. The dividend yield is based on the previous

four

quarters to the date of grant divided by the average stock price for the previous

200

days. Expected forfeiture rates are estimated based on historical forfeiture experience. We used the following weighted-average assumptions to estimate the fair value of stock options granted during

2015.

The Predecessor did

not

grant any options in

2017

2016.

	2015
Expected option life - years		4.5
Volatility		41.05	%
Risk-free interest rate		1.30	%
Dividend yield		0	%

The following table summarizes the stock option activity of our

Predecessor stock incentive plans in the indicated periods:

	Predecessor
	January 1, 2017 Through November 14, 2017					2016					2015
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of year		212,019		$	27.69		222,019		$	27.01		140,293		$	41.68
Granted		-			-		-			-		165,879			12.45
Forfeitures		(212,019	)		27.69		(10,000	)		12.55		(84,153	)		26.85
Outstanding at end of year		-		$	-		212,019		$	27.69		222,019		$	27.01
Exercisable shares and weighted average exercise price		-		$	-		128,532		$	33.83		57,859		$	42.05
Shares available for future grants:		876,553					414,975					1,061,130

The restrictions related to restricted stock awards terminated at the end of

three

years from the date of grant and the value of the restricted shares is amortized to expense over that period. Total amortization of stock-based compensation related to restricted stock was

$2.6

million,

$4.7

million and

$5.9

million for the Predecessor period ended

November 14, 2017

and the years ended

December

31,

2016

and

2015,

respectively. Total stock-based compensation for stock options was

$0.2

million,

$0.4

million and

$0.6

million at

November 14, 2017

and

December 31, 2016

and

2015,

respectively.

ESPP

We had an employee stock purchase plan, or ESPP, that was available to all of our U.S. employees and certain subsidiaries, which we terminated in early

2017.

During the term of the ESPP, the employee contributions were used to acquire shares of the Predecessor

’s Class A common stock at

85%

of the fair market value of the Class A common stock. Total compensation expense related to the ESPP was

$0.2

million and

$0.2

million during the years ended

December

31,

2016

and

2015,

respectively.

U.K. ESPP

Certain employees of our U.K. subsidiaries participated in a share incentive plan, which was similar to our ESPP but contained certain provisions designed to meet the requirements of the U.K. tax authorities. This plan was also terminated in early

2017.

Deferred Compensation Plan

We maintain a deferred compensation plan

, or DC Plan, under which a portion of the compensation for certain of our key employees, including officers, and non-employee directors, can be deferred for payment after retirement or termination of employment. Under the DC Plan, deferred compensation could be used to purchase our common stock or could be retained by us and earn interest at prime plus

2%.

The

first

7.5%

of compensation deferred is required to be used to purchase the common stock and is matched by us.

We have established a “Rabbi” trust to hold the stock portion of benefits under the DC Plan. The funds provided to the trust are invested by a trustee independent of us in our common stock, which is purchased by the trustee on the open market. The assets of the trust are available to satisfy the claims of all general creditors in the event of bankruptcy or insolvency. Dividend equivalents are paid on the stock units at the same rate as dividends on our common stock and are re-invested as additional stock units based upon the fair market value of a share of our common stock on the date of payment of the dividend.

On the Effective Date, the DC Plan received Successor common stock and Equity Warrants that were issued pursuant to the Plan in exchange for the Predecessor Class A common stock previously held by the trust. Accordingly, the Successor common stock held by the trust and our liabilities under the DC Plan are included in the accompanying consolidated balance sheets as treasury stock and deferred compensation expense.