Note 7 Share-Based Compensation

Total share-based compensation expense, which includes stock options and restricted shares, totaled $47.3 million, $37.2 million and $53.3 million for 2015, 2014 and 2013, respectively. Compensation expense related to awards of restricted shares totaled $37.0 million, $35.0 million and $51.1 million for 2015, 2014 and 2013, respectively, which is included in direct costs and general and administrative expenses in our consolidated statements of income (loss). Additionally, we recognized $8.7 million of expense related to awards of restricted shares granted in connection with the closing of the Merger during 2015 which is included in other expense (income), net in our consolidated statements of income (loss). Share-based compensation expense has been allocated to our various operating segments. See Note 21—Segment Information.

In addition to the time-based restricted stock share-based awards, we provide two types of performance share awards: the first, based on our performance measured against pre-determined performance metrics and the second, based on market conditions measured against a predetermined peer group. The performance period for the awards granted in 2015 commenced on January 1, 2014 and ended December 31, 2014.

Stock Option Plans

As of December 31, 2015, we had several stock plans under which options to purchase our common shares could be granted to key officers, directors and managerial employees of Nabors and its subsidiaries. Options granted under the plans generally are at prices equal to the fair market value of the shares on the date of the grant. Options granted under the plans generally are exercisable in varying cumulative periodic installments after one year. In the case of certain key executives, options granted may vest immediately on the grant date. Options granted under the plans cannot be exercised more than ten years from the date of grant. Options to purchase 3.3 million and 6.3 million Nabors common shares remained available for grant as of December 31, 2015 and 2014, respectively. Of the common shares available for grant as of December 31, 2015, approximately 2.0 million of these shares are also available for issuance in the form of restricted shares.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model which uses assumptions for the risk-free interest rate, volatility, dividend yield and the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a period equal to the expected term of the option. Expected volatilities are based on implied volatilities from traded options on Nabors’ common shares, historical volatility of Nabors’ common shares, and other factors. We use historical data to estimate the expected term of the options and employee terminations within the option-pricing model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of the options represents the period of time that the options granted are expected to be outstanding.

We also consider an estimated forfeiture rate for these option awards, and we recognize compensation cost only for those shares that are expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three to five years. The forfeiture rate is based on historical experience. Estimated forfeitures have been adjusted to reflect actual forfeitures during 2015.

Stock option transactions under our various stock-based employee compensation plans are presented below:

Options	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
	(In thousands, except exercise price)

Options outstanding as of December 31, 2014	11,304		$	23.30
Granted	158		12.34
Exercised	(140	)	9.24
Surrendered	—		—
Forfeited	(6,024	)	32.86

Options outstanding as of December 31, 2015	5,298		$	12.48	4.18 years	$	—

Options exercisable as of December 31, 2015	5,069		$	12.15	4.05 years	$	—

During 2015, 2014 and 2013, respectively, we awarded options vesting over periods up to four years to purchase 158,219, 60,662 and 63,368 of our common shares to our employees, executive officers and directors.

The fair value of stock options granted during 2015, 2014 and 2013 was calculated using the Black-Scholes option pricing model and the following weighted-average assumptions:

	Year Ended December 31,
	2015		2014		2013

Weighted average fair value of options granted	$	4.40	$	6.76	$	6.05
Weighted average risk free interest rate	1.29%		1.37%		0.79%
Dividend yield	2.05%		1.21%		0.84%
Volatility (1)	51.01%		51.01%		51.01%
Expected life (in years)	4.0		4.0		4.0

(1)

Expected volatilities are based on implied volatilities from publicly traded options to purchase Nabors’ common shares, historical volatility of Nabors’ common shares and other factors.

A summary of our unvested stock options as of December 31, 2015, and the changes during the year then ended is presented below:

Unvested Stock Options	Outstanding		Weighted-Average Grant-Date Fair Value
	(In thousands, except fair value)

Unvested as of December 31, 2014	349		$	9.08
Granted	158		4.40
Vested	(262	)	7.26
Forfeited	(16	)	5.59

Unvested as of December 31, 2015	229		$	8.16

The total intrinsic value of options exercised during 2015, 2014 and 2013 was $0.8 million, $49.1 million and $4.1 million, respectively. The total fair value of options that vested during the years ended December 31, 2015, 2014 and 2013 was $1.9 million, $2.0 million and $4.3 million, respectively.

As of December 31, 2015, there was $0.6 million of total future compensation cost related to unvested options that are expected to vest. That cost is expected to be recognized over a weighted-average period of approximately one year.

Restricted Stock

Our stock plans allow grants of restricted shares. Restricted shares are issued on the grant date, but cannot be sold or transferred. Restricted shares vest in varying periodic installments ranging up to five years.

A summary of our restricted shares as of December 31, 2015, and the changes during the year then ended, is presented below:

Restricted shares	Outstanding		Weighted-Average Grant-Date Fair Value
	(In thousands, except fair value)

Unvested as of December 31, 2014	3,482		$	19.25
Granted	2,547		10.24
Vested	(1,477	)	19.24
Forfeited	(750	)	17.02

Unvested as of December 31, 2015	3,802		$	15.96

During 2015, 2014 and 2013, we awarded 2,546,801, 1,169,000 and 4,493,443 restricted shares, respectively, to our employees and directors. These awards had an aggregate value at their date of grant of $34.8 million, $26.7 million and $73.8 million, respectively, and were scheduled to vest over a period of up to four years. The fair value of restricted shares that vested during 2015, 2014 and 2013 was $18.3 million, $28.0 million and $37.5 million, respectively. The fair value of these awards is based on the closing price of Nabors stock on the date the awards are granted.

As of December 31, 2015, there was $31.2 million of total future compensation cost related to unvested restricted share awards that are expected to vest. That cost is expected to be recognized over a weighted-average period of approximately one year.

Restricted Shares Based on Performance Conditions

During the years ended December 31, 2015 and 2014, we awarded 438,307 and 362,311 restricted shares, respectively, vesting over a period of three years to some of our executives. The performance awards granted were based upon achievement of specific financial or operational objectives. The number of shares granted was determined by the number of performance goals achieved during fiscal years 2014 and 2013, respectively.

Until shares are vested, our awards that vest based on performance conditions are liability-classified awards. Our accrued liabilities included $2.2 million for such awards at December 31, 2015 for the performance period beginning January 1, 2015 through December 31, 2015 and $2.5 million for such awards at December 31, 2014 for the performance period beginning January 1, 2014 through December 31, 2014. The fair value of these awards that vested during the years ended December 31, 2015 and 2014 was $6.8 million and $5.9 million, respectively. The fair value of these awards are estimated at each reporting period, based on internal metrics and marked to market.

Restricted Shares Based on Market Conditions

During 2015, 2014 and 2013, we granted 544,925, 395,550 and 353,933 restricted shares, respectively, which are equity classified awards and will vest on our performance compared to our peer group over a three-year period. These awards had an aggregate fair value at their date of grant of $4.7 million, $4.5 million and $3.7 million, respectively, after consideration of all assumptions.

The grant date fair value of these awards was based on a Monte Carlo model, using the following assumptions:

	Year Ended December 31,
	2015		2014		2013

Risk free interest rate	1.18%		0.80%		0.41%
Expected volatility	50.00%		40.00%		46.00%
Closing stock price at grant date	$	12.98	$	18.19	$	16.53
Expected term (in years)	3.00		2.97		2.82

The following table sets forth information regarding outstanding restricted shares based on market conditions as of December 31, 2015:

Market based restricted shares	Outstanding	Weighted-Average Grant-Date Fair Value
	(In thousands, except fair value)

Outstanding as of December 31, 2014	749	$	10.94
Granted	545	8.67
Vested	—	—
Forfeited	—	—

Outstanding as of December 31, 2015	1,294	$	9.77

As of December 31, 2015, there was $4.7 million of total future compensation cost related to unvested performance share awards that are expected to vest.