
	Share-Based Compensation						Unrecognized Compensation Cost as of December 31, 2023

	2023		2022		2021
Awards issued pursuant to LTIP:
Stock option awards (a)	$	(3,850)	$	86,307	$	87,697	$	6,659
Performance stock units (a)	(12,757)		10,220		8,675		6,443
Restricted share units	33,809		63,458		1,120		57,546

Other	30,724		—		804		46,937
	$	47,926	$	159,985	$	98,296	$	117,585

Pursuant to the Altice USA 2017 Long Term Incentive Plan, as amended (the "2017 LTIP"), we may grant awards of options, restricted shares, restricted share units, stock appreciation rights, performance stock, performance stock units and other awards. The maximum aggregate number of shares that may be issued for all purposes under the Plan is 89,879,291. Awards may be granted to our officers, employees and consultants or any of our affiliates. The 2017 LTIP is administered by Altice USA's Board of Directors (the "Board"), subject to the provision of the stockholders' agreement. The Board has delegated its authority to our Compensation Committee. The Compensation Committee has the full power and authority to, among other things, select eligible participants, to grant awards in accordance with the 2017 LTIP, to determine the number of shares subject to each award or the cash amount payable in connection with an award and determine the terms and conditions of each award.

Options outstanding under the 2017 LTIP Plan either (i) cliff vest on the third anniversary of the date of grant, (ii) vest over 3 years in annual increments of 33-1/3%, or (iii) vest over 4 years, where 50% vest on the second anniversary, 25% on the third anniversary and 25% on the fourth anniversary of the date of grant. The option awards generally are subject to continued employment with the Company, and expire 10 years from the date of grant. Performance based option awards vest upon achievement of performance criteria.


	Shares Under Option	Weighted Average Exercise Price Per Share			Weighted Average Remaining Contractual Term (in years)
	Time Vesting						Aggregate Intrinsic Value (a)











Balance at December 31, 2020	37,062,146		$	25.52		8.69	$	457,608
Granted	18,192,257		16.87
Exercised	(1,368,156)		17.47
Forfeited and Cancelled	(2,887,431)		28.02
Balance at December 31, 2021	50,998,816		22.51			8.29	6,801
Granted	7,888,472		9.30

Forfeited and Cancelled	(7,811,613)		23.84
Balance at December 31, 2022	51,075,675		$	20.27		7.73	$	184
Granted	640		4.69
Forfeited	(3,525,176)		21.94
Exchanged and Canceled (b)	(24,015,508)		20.72
Balance at December 31, 2023	23,535,631		$	19.55		5.98	$	—
Options exercisable at December 31, 2023	17,931,371		$	22.76		5.17	$	—

We calculate the fair value of each option award on the date of grant using the Black-Scholes valuation model. Our computation of expected life was determined based on the simplified method (the average of the vesting period and option term) due to our lack of recent historical data for similar awards. The interest rate for periods within the contractual life of the stock option was based on interest yields for U.S. Treasury instruments in effect at the time of

grant. Our computation of expected volatility was based on historical volatility of the Altice USA common stock and the expected volatility of comparable publicly-traded companies who granted options that had similar expected lives.

The weighted-average fair values of stock option awards granted during the years ended December 31, 2023, 2022 and 2021 were $2.42, $3.76 and $6.42, respectively. The following weighted-average assumptions were used to calculate these fair values:

In January 2023, the Company commenced a stock option exchange program (the "Exchange Offer") pursuant to which eligible employees were provided the opportunity to exchange eligible stock options for a number of restricted stock units (“RSU”) and deferred cash-denominated awards (“DCA”) at the exchange ratio of one RSU and $10 of DCAs for every seven eligible options tendered. In connection with the Exchange Offer, the Company canceled 24,015,508 options and granted 3,430,433 restricted stock units and $34,309 of DCAs awards. The exchange of these options was accounted for as a modification of share-based compensation awards. Accordingly, the Company will recognize the unamortized compensation cost related to the canceled options of approximately $33,475, as well as the incremental compensation cost associated with the replacement awards of $34,000 over their two year vesting term.

Certain of our employees were granted performance stock units ("PSUs"). Each PSU gives the employee the right to receive one share of Altice USA class A common stock, upon achievement of a specified stock price hurdle. The PSUs will be forfeited if the applicable performance measure is not achieved prior to January 29, 2026 or if the employee does not continue to provide services to the Company through the achievement date of the applicable performance measure.


			Number of Units
Balance at December 31, 2020			7,315,360
Granted			160,647
Forfeited			(1,114,113)
Balance at December 31, 2021			6,361,894
Forfeited			(1,182,535)
Balance at December 31, 2022			5,179,359
Forfeited			(1,411,606)
Balance at December 31, 2023			3,767,753

The PSUs have a weighted average grant date fair value of $5.52 per unit. The total unrecognized compensation cost related to outstanding PSUs is expected to be recognized over a weighted-average period of approximately 2.1 years.

We granted RSUs to certain employees pursuant to the 2017 LTIP. These awards vest either over over three years in 33-1/3% annual increments or 4 years, where 50% vest on the second anniversary, 25% on the third anniversary and 25% on the fourth anniversary of the date of grant.


			Number of Units
Balance at December 31, 2020			—
Granted			6,621,639
Forfeited			(3,802)
Balance at December 31, 2021			6,617,837
Granted			3,597,775
Vested			(2,141,449)
Forfeited			(578,775)
Balance at December 31, 2022			7,495,388
Granted (including 3,430,433 in connection with Exchange Offer) (a)			19,975,943
Vested			(1,913,348)
Forfeited			(3,064,095)
Balance at December 31, 2023			22,493,888

(a)During 2023, the Company granted 16,545,510 RSUs to certain employees and directors pursuant to the 2017 LTIP with an aggregate fair value of $53,510 ($3.23 per share) which are being expensed over the vesting period. Most of these awards vest over three years in 33-1/3 annual increments.

In the third quarter of 2021, Lightpath Management Incentive Aggregator LLC ("LMIA") established a Management Incentive Plan (the "Lightpath Plan") for the benefit of employees of Lightpath by issuing equity interests in LMIA which holds an equivalent number of equity interests in Lightpath Holdings LLC (“Holdings”), the parent of Lightpath. These equity interests allow employees to participate in the long-term growth of Lightpath. The Lightpath Plan provides for an aggregate of 650,000 Class A-1 management incentive units and 350,000 Class A-2 management incentive units for issuance.

As of December 31, 2023, 536,140 Class A-1 management incentive units and 273,538 Class A-2 management incentive units ("Award Units") granted to certain employees of Lightpath were outstanding. Vested units will be redeemed upon a partial exit, a change in control or the completion of an initial public offering, as defined in the Holdings LLC agreement. The grant date fair value of the Award Units outstanding aggregated $32,687 and will be expensed in the period in which a partial exit or a liquidity event is consummated.