On June 17, 2020, Antero Resources’ stockholders approved the Antero Resources Corporation 2020 Long-Term Incentive Plan (the “2020 Plan”), which replaced the Antero Resources Corporation Long-Term Incentive Plan (the “2013 Plan”), and the 2020 Plan became effective as of such date. The 2020 Plan provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, restricted stock unit awards, vested stock awards, dividend equivalent awards, and other stock-based and cash awards. The terms and conditions of the awards granted are established by the Compensation Committee of Antero Resources’ Board of Directors. Employees, officers, non-employee directors and other service providers of the Company and

its affiliates are eligible to receive awards under the 2020 Plan. No further awards will be granted under the 2013 Plan on or after June 17, 2020.

The 2020 Plan provides for the reservation of 10,050,000 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery from the 2013 Plan in accordance with the share recycling provisions described below. The share recycling provisions allow for all or any portion of an award (including an award granted under the 2013 Plan that was outstanding as of June 17, 2020) that expires or is cancelled, forfeited, exchanged, settled for cash, or otherwise terminated without actual delivery of the shares to be considered not delivered and thus available for new awards under the 2020 Plan. Further, any shares withheld or surrendered in payment of any taxes relating to awards that were outstanding under either the 2013 Plan as of June 17, 2020 or are granted under the 2020 Plan (other than stock options and stock appreciation rights) will again be available for new awards under the 2020 Plan.

A total of 10,050,833 shares were available for future grant under the 2020 Plan as of June 30, 2020.

Antero Midstream Partners’ general partner was authorized to grant up to 10,000,000 common units representing limited partner interests in Antero Midstream Partners under the Antero Midstream Partners LP Long-Term Incentive Plan (the “AMP Plan”) to non-employee directors of its general partner and certain officers, employees, and consultants of Antero Midstream Partners and its affiliates (which includes Antero Resources). As part of the Transactions, each outstanding phantom unit award under the AMP Plan, was assumed by Antero Midstream Corporation and converted into 1.8926 restricted stock units under the Antero Midstream Corporation Long Term Incentive Plan (the “AMC Plan”). Each restricted stock unit award under the AMC Plan represents a right to receive one share of Antero Midstream Corporation common stock.

The Company’s equity-based compensation expense, by type of award, was as follows for the three and six months ended June 30, 2019 and 2020 (in thousands):

(1)Antero Resources recognized compensation expense for equity awards granted under both the 2013 Plan and the AMP Plan because the awards under the AMP Plan are accounted for as if they are distributed by Antero Midstream Partners to Antero Resources. Antero Resources allocates a portion of equity-based compensation expense related to grants prior to the Transactions to Antero Midstream Partners based on its proportionate share of Antero Resources’ labor costs. Through March 12, 2019, the total amount of equity-based compensation is included in the consolidated financial statements of Antero Resources; and effective March 13, 2019 (date of deconsolidation), the amount allocated to Antero Midstream Partners is no longer reflected in Antero Resources consolidated financial statements. See Note 3—Deconsolidation of Antero Midstream Partners LP to the unaudited condensed consolidated financial statements for further discussion on the Transactions.

Restricted Stock Unit Awards

A summary of restricted stock unit award activity for the six months ended June 30, 2020 is as follows:


		Weighted
		average		Aggregate
	Number of	grant date		intrinsic value
	shares	fair value		(in thousands)
Total awarded and unvested—December 31, 2019	2,370,575	$	12.81	$	6,756
Granted	4,644,934	$	2.39
Vested	(872,749)	$	13.50

Forfeited		(111,014)		$	12.53
Total awarded and unvested—June 30, 2020		6,031,746		$	4.69		$	15,321

Intrinsic values are based on the closing price of Antero Resources’ common stock on the referenced dates. As of June 30, 2020, there was approximately $24 million of unamortized equity-based compensation expense related to unvested restricted stock units. That expense is expected to be recognized over a weighted average period of approximately 2.1 years.

Stock Options

A summary of stock option activity for the six months ended June 30, 2020 is as follows:


				Weighted
		Weighted		average
		average		remaining	Intrinsic
	Stock	exercise		contractual	value
	options	price		life	(in thousands)
Outstanding at December 31, 2019	467,633	$	50.64	5.05	$	—
Granted	—	$	—
Exercised	—	$	—
Forfeited	—	$	—
Expired	(13,172)	$	51.50
Outstanding at June 30, 2020	454,461	$	50.61	4.35	$	—
Vested or expected to vest as of June 30, 2020	454,461	$	50.61	4.35	$	—
Exercisable at June 30, 2020	454,461	$	50.61	4.35	$	—

Intrinsic values are based on the exercise price of the options and the closing price of Antero Resources’ common stock on the referenced dates.

As of June 30, 2020, all stock options were fully vested resulting in no unamortized equity-based compensation expense.

Performance Share Unit Awards

The Company had 458,485 performance share units (“PSUs”) forfeited in the six months ended June 30, 2020, and the target number of PSUs outstanding at June 30, 2020 was 2,078,798 at a weighted average grant date fair value of $14.85.

As of June 30, 2020, there was approximately $11 million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of approximately 1.4 years.

Cash Awards

In January 2020, the Company granted cash awards of approximately $3.3 million to certain executives under the 2013 Plan. Compensation expense for these awards is recognized ratably over the vesting period for each of three tranches through January 20, 2023. As of June 30, 2020, the Company has accrued approximately $1.2 million in Other liabilities in the unaudited condensed consolidated balance sheet related to such cash awards.

Antero Midstream Partners Phantom Unit Awards and Antero Midstream Corporation Restricted Stock Unit Awards

A summary of Antero Midstream Corporation restricted stock unit awards for the six months ended June 30, 2020 is as follows:


		Weighted
		average		Aggregate
	Number of	grant date		intrinsic value
	units	fair value		(in thousands)
Total awarded and unvested—December 31, 2019	657,757	$	14.71	$	4,992
Granted	—	$
Vested	(293,868)	$	14.13

Forfeited		(22,577)		$	14.09
Total awarded and unvested—June 30, 2020		341,312		$	15.24		$	1,741

Intrinsic values are based on the closing price of shares of Antero Midstream Corporation common stock. As of June 30, 2020, there was approximately $4 million of unamortized equity-based compensation expense related to unvested phantom unit awards. That expense is expected to be recognized over a weighted average period of approximately 1.3 years.