As of August 6, 2019, each outstanding share of Legacy Amplify common stock, par value $0.0001 per share, available for issuance under the Amplify Energy Corp. 2017 Non-Employee Directors Compensation Plan (the “Legacy Amplify Non-Employee Directors Compensation Plan”) and the Amplify Energy Corp. Management Incentive Plan (the “Legacy Amplify MIP” and, together with the Legacy Amplify Non-Employee Directors Compensation Plan, the “Legacy Amplify Plans”) was converted and assumed by the Company and will be available for future issuance under the Legacy Amplify Plans in satisfaction of the vesting, exercise or other settlement of options and other equity awards that may be granted by the Company following the close of the Merger (after conversion of such shares and appropriate adjustment to reflect the terms of the Merger Agreement).

Legacy Amplify stockholders received 0.933 shares of newly issued Company common stock for each share of Legacy Amplify common stock that they owned. The table below shows the activity related to the Legacy Amplify MIP prior to and after the closing of the Merger, which reflects the conversion of outstanding and unvested equity awards.

Legacy Amplify MIP awards are granted in the form of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, stock awards and other incentive awards. To the extent that an award under the Legacy Amplify MIP is expired, forfeited or cancelled for any reason without having been exercised in full, the unexercised award would then be available again for future grants under the Legacy Amplify MIP. The Legacy Amplify MIP is administered by the board of directors of the Company. At December 31, 2020, 1,046,698 shares remain available for issuance under the Legacy Amplify MIP.

On October 21, 2016, Midstates established the 2016 Long-term Incentive Plan (“Midstates 2016 LTIP”) shares for issuance under the terms of the Midstates 2016 LTIP to employees and directors. The types of awards that may be granted under the Midstates 2016 LTIP include stock options, restricted stock units, restricted stock, performance awards and other forms of awards granted or denominated in shares of common stock, as well as certain cash-based awards. To the extent that an award under the Midstates 2016 LTIP is expired, forfeited or are cancelled for any reason without having been exercised in full, the unexercised award would then be available again for future grants under the Midstates 2016 LTIP. After the effective date of the Merger, the Midstates 2016 LTIP shares are available for issuance to employees and directors of the Company. At December 31, 2020, 2,167,996 shares remain available for issuance under the Midstates 2016 LTIP.

Restricted stock units with service vesting conditions (“TSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with TSUs was $0.3 million at December 31, 2020. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of 1.3 years.

The following table summarizes information regarding the TSUs granted under the Legacy Amplify MIP for the period presented:

				Weighted-
				Average Grant
	Number of			Date Fair Value
	Units			per Unit (1)
TSUs outstanding at December 31, 2018		598,024		$	11.35
Granted (2)		300,517		$	6.80
Forfeited		(38,151	)	$	11.13
Vested		(437,834	)	$	8.71
TSUs outstanding at August 5, 2019		422,556		$	10.87
Ratio to convert TSUs (3)		0.933
Converted TSUs		394,245
TSUs outstanding at August 6, 2019 (4)		394,245		$	5.12
Granted (5)		17,500		$	6.14
Forfeited		(38,652	)	$	5.12
Vested		(81,723	)	$	5.12
TSUs outstanding at December 31, 2019		291,370		$	5.18
Granted (6)		43,250		$	3.10
Forfeited		(93,845	)	$	5.12
Vested		(124,978	)	$	5.17
TSUs outstanding at December 31, 2020		115,797		$	4.47

Restricted stock units with market and service vesting conditions (“PSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. As such, the Company recognizes compensation cost over the requisite service period for each separately vesting tranche of the award as though the award were, in substance, multiple awards. The Company accounts for forfeitures as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost related to the PSUs was $0.1 million at December 31, 2020. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.4 years.

The PSUs will vest based on the satisfaction of service and market vesting conditions with market vesting based on the Company’s achievement of certain share price targets. The PSUs are subject to service-based vesting such that 50% of the PSUs service vest on the applicable market vesting date and an additional 25% of the PSUs service vest on each of the first and second anniversaries of the applicable market vesting date.

In the event of a qualifying termination, subject to certain conditions, (i) all PSUs that have satisfied the market vesting conditions will fully service vest, upon such termination, and (ii) if the termination occurs between the second and third anniversaries of the grant date, then PSUs that have not market vested as of the termination will market vest to the extent that the share targets (in each case, reduced by $0.25) are achieved as of such termination. Subject to the foregoing, any unvested PSUs will be forfeited upon termination of employment.

A Monte Carlo simulation was used to determine the fair value of these awards at the grant date.

Share price targets	$	12.50		$	15.00		$	17.50

Risk-free interest rate:
Awards Issued on January 1, 2020 and April 1, 2020		1.61	%		1.61	%		1.61	%

Dividend yield
Awards Issued on January 1, 2020 and April 1, 2020		12.1	%		12.1	%		12.1	%

Expected volatility:
Awards Issued on January 1, 2020 and April 1, 2020		60.0	%		60.0	%		60.0	%

Calculated fair value per PSU:
Awards Issued on January 1, 2020 and April 1, 2020	$	3.66		$	2.98		$	2.46

Share price targets	$	12.50		$	15.00		$	17.50

Risk-free interest rate:
Awards Issued on January 1, 2019		2.44	%		2.44	%		2.44	%
Awards Issued on April 1, 2019		2.28	%		2.28	%		2.28	%
Awards Issued on July 1, 2019		1.73	%		1.73	%		1.73	%
Awards Issued on October 1, 2019		1.50	%		1.50	%		1.50	%

Dividend yield		—			—			—

Expected volatility:
Awards Issued on January 1, 2019		54.0	%		54.0	%		54.0	%
Awards Issued on April 1, 2019		50.0	%		50.0	%		50.0	%
Awards Issued on July 1, 2019		57.0	%		57.0	%		57.0	%
Awards Issued on October 1, 2019		65.0	%		65.0	%		65.0	%

Calculated fair value per PSU:
Awards Issued on January 1, 2019	$	6.76		$	5.86		$	5.11
Awards Issued on April 1, 2019	$	4.22		$	3.43		$	2.80
Awards Issued on July 1, 2019	$	2.63		$	2.05		$	1.64
Awards Issued on October 1, 2019	$	3.40		$	2.83		$	2.38

The following table summarizes information regarding the PSUs granted under the Legacy Amplify MIP for the period presented:

				Weighted-
				Average Grant
	Number of			Date Fair Value
	Units			per Unit (1)
PSUs outstanding at December 31, 2018		393,500		$	8.14
Granted (2)		17,750		$	4.06
Forfeited		(22,750	)	$	7.59
Vested		—		$	—
PSUs outstanding at August 5, 2019		388,500		$	7.98
Ratio to convert PSUs (3)		0.933
Converted PSUs		362,471
PSUs outstanding on August 6, 2019 (4)		362,471		$	2.11
Granted (5)		17,500		$	2.87
Forfeited		(74,078	)	$	2.11
Vested		—		$	—
PSUs outstanding at December 31, 2019		305,893		$	2.15
Granted (6)		43,250		$	3.03
Forfeited		(134,589	)	$	2.11
Vested		—		$	—
PSUs outstanding at December 31, 2020		214,554		$	2.36

In June 2017, in connection with the Plan, Legacy Amplify implemented the Legacy Amplify Non-Employee Directors Compensation Plan to attract and retain services of experienced non-employee directors of the Company or its subsidiaries. At December 31, 2020, 104,503 shares remain available for issuance under the Legacy Amplify Non-Employee Directors Compensation Plan.

The Legacy Amplify Non-Employee Directors Compensation Plan awards are granted in the form of nonqualified stock options, restricted stock awards, restricted stock units, and other cash-based awards and stock-based awards. To the extent that an award under the Legacy Amplify Non-Employee Directors Compensation Plan is expired, forfeited or cancelled for any reason without having been exercised in full, the unexercised award would then be available again for grant under the Legacy Amplify Non-Employee Directors Compensation Plan. Awards granted generally vest annually in three equal installments on each of the first three anniversaries of the grant date, subject to the grantee’s continued employment through each such vesting date.

The restricted stock units with a service vesting condition (“Board RSUs”) granted are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with Board RSUs was less than $0.1 million at December 31, 2020. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of 1.3 years.

The following table summarizes information regarding the Board RSUs granted under the Director Compensation Plan for the period presented:

				Weighted-
				Average Grant
	Number of			Date Fair Value
	Units			per Unit (1)
Board RSUs outstanding at December 31, 2018		39,604		$	11.36
Granted (2)		42,933		$	6.95
Forfeited		—		$	—
Vested		(49,723	)	$	9.54
Board RSUs outstanding at August 5, 2019		32,814		$	8.35
Ratio to convert Board RSUs (3)		0.933
Converted Board RSUs		30,616
Board RSUs outstanding on August 6, 2019 (4)		30,616		$	5.12
Granted		—		$	—
Forfeited		—		$	—
Vested		(14,459	)	$	5.12
Board RSUs outstanding at December 31, 2019		16,157		$	5.12
Granted		—		$	—
Forfeited		—		$	—
Vested		(7,259	)	$	5.12
Board RSUs outstanding at December 31, 2020		8,898		$	5.12

Midstates restricted stock units are accounted for as equity-classified awards. Restricted stock units granted to employees in 2019 under the Midstates 2016 LTIP would have vested in full on March 1, 2021, or upon the occurrence of a change in control. Upon the closing of the Merger all restricted stock units outstanding vested.

On August 5, 2019 Midstates had 585,547 restricted stock units outstanding related to employees and certain executive management and in connection with the Merger all outstanding restricted stock units vested. No restricted stock units were outstanding at December 31, 2019.

Midstates 2019 Performance Stock Units Issued to Certain Members of Executive Management Containing a Market Condition

On March 7, 2019, Midstates issued 193,921 restricted stock units to certain members of Midstates executive management team that contained a market vesting condition. Midstates previously accounted for these restricted stock awards as equity awards. In connection with the Merger all 193,921 restricted stock units issued were cancelled and no shares were outstanding at December 31, 2019.

The Midstates stock options are accounted for as equity-classified awards. Stock Option awards outstanding under the Midstates 2016 LTIP would have vested ratably over a period of three years: one-sixth vest on the six-month anniversary of the grant date, an additional one-sixth vest on the twelve-month anniversary of the grant date, an additional one-third vest on the twenty-four month anniversary of the grant date and the final one-third vest on the thirty-six month anniversary of the grant date. Stock Option awards expire 10 years from the grant date. On August 5, 2019, Midstates had 54,365 stock options outstanding and in connection with the Merger all outstanding stock options vested. No stock options were outstanding at December 31, 2019.

Midstates Non-Employee Director Restricted Stock Units Containing a Market Condition

On November 23, 2016, Midstates issued restricted stock units to non-employee directors that contained a market vesting condition. Midstates previously recognized the non-employee director restricted stock units containing a market condition as liability awards. On August 5, 2019, Midstates had 50,864 market condition awards outstanding and in connection with the Merger all restricted stock units to non-employee directors that contained a market vesting condition vested. No shares were outstanding at December 31, 2019 related to non-employee director restricted stock units containing a market condition.

The following table summarizes the amount of recognized compensation expense associated with these awards that are reflected in the accompanying statements of operations for the periods presented (in thousands):

	For the Year Ended
	December 31,
	2020		2019
Equity classified awards
TSUs	$	267	$	1,797
PSUs		98		981
Board RSUs		19		264
	$	384	$	3,042