STOCK-BASED COMPENSATION

On March 30, 2015, our board of directors and shareholders approved the 2015 Plan for the purpose of attracting and retaining directors, officers and other key employees of the Company and its subsidiaries and to provide to such persons incentives and rewards for performance. Subject to adjustment as provided in the 2015 Plan, the aggregate number of shares of common stock reserved and available for issuance pursuant to awards granted under the 2015 Plan is 2,000 shares, which may be awarded in the form of non-qualified stock options, incentive stock options, stock appreciation rights, restricted share awards, restricted share units, performance shares, performance units, other stock-based awards or dividend equivalents. The 2015 Plan also provides for the issuance of cash-based awards. As of December 31, 2015, there are 1,411 shares available for issuance under the 2015 Plan. However, we are precluded from issuing additional stock-based awards per the Merger Agreement with Gannett effective October 7, 2015.

On May 11, 2015, the compensation committee of our board of directors approved the grant of common stock to non-employee directors under our 2015 Plan, which was made without any restrictions. We value unrestricted stock at the closing market price of our common stock on the grant date. In the second quarter of 2015, we granted 30 unrestricted shares at a weighted average fair value of $9.06.

On May 11, 2015, the compensation committee of our board of directors approved the grant of restricted share units ("RSUs") to employees under our 2015 Plan. The RSUs vest over a period of three years, and are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one share of the Company’s common stock for each RSU. The RSUs do not have voting rights; however, they do have the right to receive dividend equivalents. We value RSUs at the closing market price of our common stock on the grant date. In the second quarter of 2015, we granted 564 RSUs at a weighted average fair value of $7.98, of which 5 have been forfeited and 559 remain unvested as of December 31, 2015.

We recognize stock-based compensation expense on a straight-line basis over the service period based upon the fair value of the award on the grant date. During the year ended December 31, 2015, we recognized $1,125 in stock-based compensation expense. As of December 31, 2015, total unrecognized compensation cost related to stock based awards was $3,585, which we expect to recognize over the remaining vesting period of 2.4 years. Stock-based compensation expense is reported in selling, general and administrative expenses in our consolidated statements of operations.

For periods prior to the April 1, 2015 separation date, certain employees were eligible to participate in the Scripps Plan. The Scripps Plan provided for the granting of non-qualified stock options, RSUs and restricted common shares of Scripps. Stock-based compensation expense for participants in the Scripps Plan who were solely dedicated to newspapers operations are included within selling, general and administrative expense in our consolidated and combined financial statements. Stock based compensation attributable to the Scripps Plan and allocated to the Company was $216, $1,426 and $1,368 for the years ended December 31, 2015, 2014 and 2013, respectively. Scripps assumed liability for the unrecognized compensation expense under this plan as of April 1, 2015.

Incentive Plans — Prior to the separation date, the employees of the Scripps newspapers participated in the Scripps 2010 Long-Term Incentive Plan (the “Plan”). The Plan permitted the granting of incentive and nonqualified stock options, stock appreciation rights, RSU's, restricted and unrestricted common shares of Scripps and performance units to key employees and non-employee directors.

All of the information that follows represents the activity for Scripps newspaper employees in the Scripps Plan.

The following table summarizes information about stock option transactions for the Scripps newspaper employees' participation in the Scripps Plan prior to April 1, 2015:



	Number of Shares		Weighted- Average Exercise Price		Range of Exercise Prices
Outstanding at December 31, 2012	2,030,442		$	9.95	$9.00 - $11.00
Exercised in 2013	(1,582,721	)	10.01		9.00 - 11.00
Forfeited in 2013	(8,289	)	9.41		9.00 - 11.00
Outstanding at December 31, 2013	439,432		9.79		9.00 - 11.00
Exercised in 2014	(341,472	)	9.79		9.00 - 11.00
Forfeited in 2014	(328	)	9.78		10.00
Outstanding at December 31, 2014	97,632		9.39		9.00 - 10.00
Exercised in Q1 2015	(45,907	)	9.64		9.00 - 10.00
Outstanding at March 31, 2015*	51,725		$	9.09	$	9.00

*Scripps assumed liability for the unrecognized compensation expense under this plan as of April 1, 2015.

The following table presents additional information about exercises of stock options:



	For the quarter ended March 31, 2015		For the years ended December 31,
(in thousands)	For the quarter ended March 31, 2015		2014		2013

Cash received upon exercise	$	443	$	3,183	$	15,812
Intrinsic value (market value on date of exercise less exercise price)	653		3,401		5,788

Restricted Stock and Restricted Stock Units — Awards of restricted class A common shares of Scripps (restricted stock) and restricted stock units generally require no payment by the employee. RSUs are converted into an equal number of common shares when vested. These awards generally vest over a three or four year period, conditioned upon the individual’s continued employment through that period. Awards vest immediately upon the retirement, death or disability of the employee or upon a change in control of Scripps or in the business in which the individual is employed. Unvested awards may be forfeited if employment is terminated for other reasons. Awards are nontransferable during the vesting period, but the awards are entitled to all the rights of an outstanding share. There are no post-vesting restrictions on awards granted to employees and non-employee directors.

Long-term incentive compensation includes performance share awards. Performance share awards represent the right to receive an award of RSUs if certain performance measures are met. Each award specifies a target number of shares to be issued and the specific performance criteria that must be met. The number of shares that an employee receives may be less than the target number of shares depending on the extent to which the specified performance measures are met.

Information and activity for transactions for the Scripps newspaper employees' participation in the Scripps Plan for restricted stock and RSUs is presented below:



			Grant Date Fair Value
	Number of Shares		Weighted Average		Range of Prices

Unvested at December 31, 2012	513,111		$	6.75	$1-$11
Awarded in 2013	179,893		11.71		11-20
Vested in 2013	(293,273	)	5.01		1-12
Forfeited in 2013	(24,913	)	10.35		9-12
Unvested at December 31, 2013	374,818		10.59		7-20
Awarded in 2014	123,328		16.52		16-22
Vested in 2014	(168,243	)	10.40		7-20
Forfeited in 2014	(53,023	)	11.75		9-18
Unvested at December 31, 2014	276,880		13.24		7-22
Vested in 2015	(276,880	)	13.24		7-22
Unvested at March 31, 2015	—

The fair value of the shares and RSU's that vested was $5,241, $2,921 and $3,538 in 2015, 2014 and 2013.