(11) Stock Plans:

At September 30, 2013, we had six stock-based compensation plans under which grants were made and awards remained outstanding. No further awards may be granted under four of the plans: the 1996 Equity Incentive Plan (the 1996 EIP), the Amended and Restated 2000 Equity Incentive Plan (the 2000 EIP), the 2009 Equity Incentive Plan (the 2009 EIP) and the Deferred Fee Plan. At September 30, 2013, there were 22,540,761 shares authorized for grant and 18,381,480 shares available for grant under the 2013 Equity Incentive Plan (the 2013 EIP) and the Directors’ Equity Plan.

Performance Shares

On February 15, 2012, the Company’s Compensation Committee, in consultation with the other non-management directors of the Company’s Board of Directors and the Committee’s independent executive compensation consultant, adopted the Frontier Long-Term Incentive Plan (the “LTIP”). LTIP awards are granted in the form of performance shares. The LTIP is currently offered under the Company’s 2009 EIP and 2013 EIP, and participants consist of senior vice presidents and above. The LTIP awards have performance, market and time-vesting conditions.

Beginning in 2012, during the first 90 days of a three-year performance period (a “Measurement Period”), a target number of performance shares are awarded to each LTIP participant with respect to the Measurement Period. The performance metrics under the LTIP are (1) annual targets for operating cash flow based on a goal set during the first 90 days of each year in the three-year Measurement Period and (2) an overall performance “modifier” set during the first 90 days of the Measurement Period, based on the Company’s total return to stockholders (i.e., Total Shareholder Return or “TSR”) relative to the Integrated Telecommunications Services Group (GICS Code 50101020) for the three-year Measurement Period. Operating cash flow performance is determined at the end of each year and the annual results will be averaged at the end of the three-year Measurement Period to determine the preliminary number of shares earned under the LTIP award. The TSR performance measure is then applied to decrease or increase payouts based on the Company’s three year relative TSR performance. LTIP awards, to the extent earned, will be paid out in the form of common stock shortly following the end of the three-year Measurement Period.

On February 15, 2012, the Compensation Committee granted 930,020 performance shares under the LTIP for the 2012-2014 Measurement Period and set the operating cash flow performance goal for the first year in that Measurement Period and the TSR modifier for the three-year Measurement Period. On February 27, 2013, the Compensation Committee approved 1,123,966 target performance shares under the LTIP for the 2013-2015 Measurement Period and set the operating cash flow performance goal for 2013, which applies to the first year of the 2013-2015 Measurement Period and the second year of the 2012-2014 Measurement Period. The performance share awards approved in February 2013 were granted upon stockholder approval of the Company’s 2013 EIP at the Annual Meeting of Stockholders held on May 8, 2013. The number of shares of common stock earned at the end of each three-year Measurement Period may be more or less than the number of target performance shares granted as a result of operating cash flow and TSR performance. An executive must maintain a satisfactory performance rating during the Measurement Period and must be employed by the Company at the end of the three-year Measurement Period in order for the award to vest. The Compensation Committee will determine the number of shares earned for each three year Measurement Period in February of the year following the end of the Measurement Period.

The following summary presents information regarding LTIP target performance shares as of September 30, 2013 and changes during the nine months then ended:



		Number of
		Shares
Balance at January 1, 2013		979,000
LTIP target performance shares granted		1,124,000
LTIP target performance shares forfeited		(338,000)
Balance at September 30, 2013		1,765,000

For the nine months ended September 30, 2013 and 2012, the Company recognized an expense of $0.8 million and $0.3 million, respectively, for the LTIP.

Restricted Stock

The following summary presents information regarding unvested restricted stock as of September 30, 2013 and changes during the nine months then ended with regard to restricted stock under the 2009 EIP and the 2013 EIP:



		Weighted
		Average
	Number of	Grant Date		Aggregate
	Shares	Fair Value		Fair Value
Balance at January 1, 2013	7,049,000	$	6.08	$	30,169,000
Restricted stock granted	3,355,000	$	4.10	$	14,024,000
Restricted stock vested	(3,090,000)	$	6.79	$	12,916,000
Restricted stock forfeited	(1,013,000)	$	5.29
Balance at September 30, 2013	6,301,000	$	4.80	$	26,340,000

For purposes of determining compensation expense, the fair value of each restricted stock grant is estimated based on the average of the high and low market price of a share of our common stock on the date of grant. Total remaining unrecognized compensation cost associated with unvested restricted stock awards at September 30, 2013 was $22.8 million and the weighted average period over which this cost is expected to be recognized is approximately two years.

Shares granted during the first nine months of 2012 totaled 3,941,000. The total fair value of shares granted and vested during the nine months ended September 30, 2012 was approximately $19.4 million and $6.6 million, respectively. The total fair value of unvested restricted stock at September 30, 2012 was $35.3 million. The weighted average grant date fair value of restricted shares granted during the nine months ended September 30, 2012 was $4.17 per share.

Stock Options

The following summary presents information regarding outstanding stock options as of September 30, 2013 and changes during the nine months then ended with regard to options under the 2000 EIP and the 2009 EIP:



		Weighted		Weighted
	Shares	Average		Average	Aggregate
	Subject to	Option Price		Remaining	Intrinsic
	Option	Per Share		Life in Years	Value
Balance at January 1, 2013	540,000	$	10.99	0.9	$	-
Options granted	-	$	-
Options exercised	-	$	-
Options canceled, forfeited or lapsed	(447,000)	$	10.54
Balance at September 30, 2013	93,000	$	13.20	2.0	$	-

Exercisable at September 30, 2013	93,000	$	13.20	2.0	$	-

There were no stock options granted during the first nine months of 2012. There was no intrinsic value for the stock options outstanding and exercisable at September 30, 2012.