STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2015

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

7. STOCK-BASED COMPENSATION

        The Company has several stock-based compensation programs. See the 2014 Annual Report on Form 10-K filed with the SEC on March 5, 2015—"Item 8. Financial Statements and Supplementary Data—Note 15, Stock-based compensation" for a discussion of these programs.

        In 2013 and 2014, the Company's Board of Directors approved performance criteria for the 2013 and 2014 sub-tranches under the 2013 Equity Incentive Plan in respect of 637,800 and 783,584 RSUs, respectively, with a weighted average per unit grant date fair value of $10.53 and $8.36, respectively. The Company recognized $0.3 and $0.9 million of expense attributable to RSUs in the three and six months ended June 30, 2015, respectively. The Company's Board of Directors has not yet determined performance criteria for the 2015 sub-tranche under the 2013 Equity Incentive Plan. The grant date will be the date when the key terms of these awards are determined and agreed with employees.

        The Company estimates that the total compensation expense related to awards approved under the 2013 Plan not yet recognized as of June 30, 2015 approximates $1.1 million, which is expected to be expensed over a weighted average period of 2.1 years.

        In April 2015, the Company's Board of Directors adopted the 2015 Management Incentive Plan, which provides for the payment of cash bonuses to specified employees in connection with a change in control, defined as (i) any consolidation or merger of the Company with or into any other company or other entity or person, or any corporate reorganization or share exchange or sale transaction, in which the stockholders of the Company immediately prior to such consolidation, merger, reorganization or share exchange transaction own, directly or indirectly, less than 50% of the voting power of the Company or the surviving entity in such transaction immediately after such consolidation, merger, reorganization or share exchange transaction; or any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company's voting power is transferred; (ii) a sale by the Company of its assets representing more than 50% of its Russian operating businesses; (iii) a resolution of the Company's Board to liquidate and wind up the Company; or (iv) a termination of the listing of the Company's common stock on the Nasdaq Global Select Market or Nasdaq Global Market. The total bonus pool under this plan is $10 million. Each participant is eligible to receive a portion of this pool, provided that such participant remains employed by the Company on the date such change in control event occurs. Any RSUs held by such participants, whether then vested or exercisable, terminate immediately prior to payment under the plan.

        In addition, in April 2015 the Board of Directors amended the terms of RSUs held by persons not covered by the 2015 Management Incentive Plan to provide that awards that are vested at the time of a change in control transaction will become fully exercisable in connection with such change in control transaction.