2016 Long Term Incentive Plan – During 2016, our Board adopted our 2016 Long Term Incentive Plan, which plan was approved by our shareholders at our annual meeting of shareholders held on June 2, 2016. During 2021, the 2016 Long Term Incentive Plan was amended as approved by our shareholders at our annual meeting of shareholders held on May 14, 2021 (together, the “2016 Plan”). No awards may be granted under the 2016 Plan on and after the tenth anniversary of its effective date.

After the effective date of the 2016 Plan, no further awards can be granted under our 2008 Incentive Stock Plan (the “2008 Plan”). Any awards that remain outstanding under the 2008 Plan will continue to be governed by the respective plan’s terms and the terms of the specific award agreement, as applicable.

The maximum aggregate number of shares reserved and available for issuance under the 2016 Plan shall not exceed 5,750,000 shares plus any shares that become available for reissuance under the share counting provisions of the 2008 Plan following the effective date of the 2016 Plan, subject to adjustment (including additional shares relating to the Special Dividend) as permitted under the 2016 Plan. Shares subject to any award that is canceled, forfeited, expires unexercised, settled in cash in lieu of common stock or otherwise terminated without a delivery of shares to a participant will again be available for awards under the 2016 Plan to the extent allowable by law. Under the 2016 Plan, awards may be made to employees, directors and consultants (for services rendered) of LSB or our subsidiaries subject to limitations as defined by the 2016 Plan.

The 2016 Plan is administered by the compensation committee (the “Committee”) of our Board. Our Board or the Committee may amend the 2016 Plan, except that if any applicable statute, rule or regulation requires shareholder approval with respect to any amendment of the 2016 Plan, then to the extent so required, shareholder approval will be obtained. Shareholder approval will also be obtained for any amendment that would increase the number of shares stated as available for issuance under the 2016 Plan.

All share information was retroactively adjusted during 2021 to reflect the special dividend as discussed in Note 1.

Stock Awards, Restricted Stock, Restricted Stock Units, and Other Awards – The Committee may grant awards of restricted stock, restricted stock units, and other stock and cash-based awards, which may include the payment of stock in lieu of cash (including cash payable under other incentive or bonus programs) or the payment of cash (which may or may not be based on the price of our common stock).

Stock Appreciation Rights (“SARs”) – The Committee may grant SARs as a right in tandem with the number of shares underlying stock options granted under the 2016 Plan or on a stand-alone basis. SARs are the right to receive payment per share of the SAR exercised in stock or in cash equal to the excess of the share’s fair market value, as defined in the 2016 Plan, on the date of exercise over its fair market value on the date the SAR was granted. Exercise of a SAR issued in tandem with stock options will result in the reduction of the number of shares underlying the related stock option to the extent of the SAR exercise.

Stock Options – The Committee may grant either incentive stock options or non-qualified stock options. The Committee sets option exercise prices and terms, except that the exercise price of a stock option may be no less than 100% of the fair market value, as defined in the 2016 Plan, of the shares on the date of grant. At the time of grant, the Committee will have sole discretion in determining when stock options are exercisable and when they expire, except that the term of a stock option cannot exceed 10 years subject to certain conditions.

Stock Incentive Plans - The following information relates to our long-term incentive plans:

Restricted Stock and Restricted Stock Units – During the three years presented below, the Committee approved various grants under the 2016 Plan of shares of restricted stock and restricted stock units to certain executives and employees. The fair value of these grants are based on the closing price of our common stock on the day preceding the grant date. These shares have vesting provisions including vesting at the end of each one-year period at the rate of one-third per year for three years, vesting 100% at the end of three years, and

vesting 100% at the end of one year. The unvested restricted shares and restricted stock units carry dividend and voting rights. Sales of these shares are restricted prior to the date of vesting. Pursuant to the terms of the underlying agreements, unvested shares and units will immediately vest upon the occurrence of a change in control (as defined by the agreement), termination without cause or death.

During 2022, the Committee approved the grant of time-based restricted stock units ("RSU") and performance-based restricted stock units ("PBRSU") to certain executives and employees under our 2016 Plan. A portion of the time-based restricted stock unit shares will vest at the end of each one-year period at the rate of one-third per year for three years and a portion will vest 100% at the end of three years. The PBRSUs will vest on the third anniversary of the grant date subject to the achievement of certain performance metrics established by the Board as set out in the grant. Upon the third anniversary the grants may be modified in a range between 0% and 200% based upon achievement of the performance goals. The unvested restricted units carry dividend and voting rights contingent upon the vesting and lapsing of restriction. Sales of these units are restricted prior to the date of vesting. Pursuant to the terms of the underlying agreements, unvested restricted units may immediately vest upon the occurrence of a change in control (as defined by agreement), termination without cause or death.

During 2021, the Committee approved the grant of shares of restricted stock and performance-based restricted stock (“PBRS”) to certain executives and the grant of shares of restricted stock units to certain employees. Pursuant to the terms of the performance-based awards outstanding as of the change of control event associated with the exchange of the Series E and Series F Redeemable Preferred discussed in Note 1, additional shares of restricted stock were issued including the satisfaction of certain performance conditions above the target performance level. Also, such restricted stock subsequent to the change of control event, are now subject only to the time-based vesting conditions set forth in the applicable award agreement and the 2016 Plan. The shares discussed above are reflected in the 2021 information below.

During the three years presented below, the Committee approved the grant of shares of RSU to our non-employee directors for payment of a portion of their director fees under the 2016 Plan. Each RSU represents a right to receive one share of our common stock following the grant date and are non-forfeitable. Vesting occurs upon the earliest to occur: (i) the director’s separation from service, (ii) the first anniversary of the grant date, or (iii) the occurrence of a change of control, as defined by the agreement. Based on terms of the RSU agreements, the grant date fair value was recognized as stock-based compensation expense (SG&A) on the grant date in each respective year. Pursuant to the terms of these RSU awards all of these RSU awards outstanding during 2021 immediately vested as a result of the change of control event associated with the exchange of the Series E and Series F Redeemable Preferred discussed in Note 1.

A summary of restricted stock activity during 2022 is presented below:


	Restricted Stock					Performance-Based Restricted Stock					Restricted Stock Units					Performance Based Restricted Stock Units
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value		Shares		Weighted- Average Grant Date Fair Value
Unvested outstanding beginning of year		948,979		$	2.78		742,264		$	2.67		209,743		$	5.04		—	$	—
Granted		—		$	—		—		$	—		264,800		$	13.15		161,922	$	13.22
Vested		(402,485	)	$	3.74		(429,625	)	$	2.65		—		$	—		—	$	—
Cancelled or forfeited		—		$	—		—		$	—		(52,096	)	$	6.73		—	$	—
Unvested outstanding end of year		546,494		$	2.72		312,639		$	2.71		422,447		$	10.50		161,922	$	10.40


	Restricted Stock
	2022 (1)			2021			2020
Shares of restricted stock granted		—			799,500			40,479
Total fair value of restricted stock granted	$	—		$	2,183,000		$	87,000
Weighted-average fair value per restricted stock granted during year	$	—		$	3.55		$	2.15
Stock-based compensation expense - Cost of sales	$	95,000		$	107,000		$	62,000
Stock-based compensation expense - SG&A	$	1,047,000		$	1,645,000		$	1,078,000
Income tax benefit	$	(269,000	)	$	(430,000	)	$	(279,000	)
Total weighted-average remaining vesting period in years		0.98		1.84				1.61
Total fair value of restricted stock vested during the year	$	4,394,000		$	2,729,000		$	578,000


	Performance-Based Restricted Stock
	2022 (1)			2021 (2)			2020 (2)
Shares of PBRS granted		—			675,532			398,134
Total fair value of PBRS granted	$	—		$	2,480,000		$	980,000
Weighted-average fair value per PBRS granted during year	$	—		$	3.09		$	2.46
Stock-based compensation expense - Cost of sales	$	70,000		$	103,000		$	-
Stock-based compensation expense - SG&A	$	670,000		$	2,938,000		$	218,000
Income tax benefit	$	(174,000	)	$	(747,000	)	$	(53,000	)
Total weighted-average remaining vesting period in years		0.91			1.56			1.57
Total fair value of PBRS vested during the year	$	4,976,000		$	6,671,000		$	—


	Restricted Stock Units
	2022			2021			2020
Shares of RSU granted		264,800			327,188			301,361
Total fair value of RSU granted	$	3,482,000		$	1,653,000		$	255,000
Weighted-average fair value per RSU granted during year	$	13.15		$	5.05		$	0.85
Stock-based compensation expense - Cost of sales	$	297,000		$	161,000		$	-
Stock-based compensation expense - SG&A	$	1,229,000		$	562,000		$	255,000
Income tax benefit	$	(359,000	)	$	(178,000	)	$	(63,000	)
Total weighted-average remaining vesting period in years		1.71			2.42			0.48
Total fair value of RSU vested during the year	$	—		$	2,209,000		$	16,000

(1)

We did not grant any restricted stock or performance based restricted stock awards during 2022.

(2)

Upon the change of control event associated with the exchange of the Series E and Series F Redeemable Preferred discussed in Note 1, during 2021 such PBRS are subject only to the time-based vesting conditions set forth in the applicable award agreement and the 2016 Plan.


	Performance-Based Restricted Stock Units
	2022
Shares of PBRSU granted		161,922
Total fair value of PBRSU granted	$	2,141,000
Weighted-average fair value per PBRSU granted during year	$	13.22
Stock-based compensation expense - Cost of sales	$	50,000
Stock-based compensation expense - SG&A	$	567,000
Income tax benefit	$	(145,000	)
Total weighted-average remaining vesting period in years		1.99
Total fair value of PBRSU vested during the year	$	—

The PBRSU grants are tied to the total stockholder return of the fair market value of our common stock (“TSR”) and fixed costs per ton of ammonia (“FC”) measured annually over a three-year period. The TSR and FC goals utilize annual target share amounts based on 1/3 of the total target award for each grant. The annual goals include payout factors for both the TSR and FC goals. The payout factors are based on the actual results. The payout factors include a minimum threshold (if not met, no shares will be banked for that specific goal) and a maximum ceiling for each of the three year periods within the grant. As a result, the number of shares earned annually could be lower or higher than the annual target PRBSU shares. The annual goals are independently earned and are not affected by the performance goals attained in the other periods. Banked shares are used in the final calculation to determine the vested shares. These awards granted require the grantee to be continuously employed through the end of the term for vesting purposes.

The estimated fair value of the FC is based on the closing price of our common stock on the day preceding the grant date. We estimate the fair value of each PBRSU TSR on the date of grant using a Monte Carlo simulation with the following assumptions:

•

the closing stock price on the day preceding the grant,

•

the prediction time horizon, the vesting term of the grant,

•

the three-year Treasury yield curve rate on the grant date,

•

the standard deviation of historical daily returns for the length of the vesting term of the grant.

Stock Options – No stock options have been granted under the 2016 Plan during the three years presented below. As it relates to stock options granted under the 2008 plan, the exercise price of the outstanding options granted were equal to the market value of our common stock at the date of grant and vested at the end of each one-year period at the rate of 16.5% per year for the first five years and the remaining unvested options vested at the end of the sixth year. The fair value for of the stock options granted under the 2008 Plan were estimated, using an option pricing model, as of the date of the grant, which date was also the service inception date.


	2022		2021		2020
Stock-based compensation expense - Cost of sales	$	—	$	—	$	106,000
Stock-based compensation expense - SG&A	$	—	$	—	$	42,000
Income tax benefit	$	—	$	—	$	(36,000	)
Total intrinsic value of options exercised during the year	$	—	$	—	$	—
Total fair value of options vested during the year	$	—	$	—	$	—
Total intrinsic value of options outstanding at end of year	$	—	$	—	$	—
Total intrinsic value of options exercisable at end of year	$	—	$	—	$	—
Total weighted-average remaining vesting period in years		—		—		—
Total weighted-average remaining contractual life period in years (options outstanding)		1.92		2.92		2.64
Total weighted-average remaining contractual life period in years (options exercisable)		1.92		2.92		2.64

Stock-based Compensation Expense Not Yet Recognized – At December 31, 2022, the total stock-based compensation expense not yet recognized is $4,819,000, relating to all forms of non-vested equity awards, which we will be amortizing (subject to adjustments for actual forfeitures) through the respective remaining vesting periods through November 2025.

Reserved Shares of Common Stock – As of December 31, 2022, we have reserved 0.6 million shares of common stock issuable upon vesting of equity awards pursuant to their respective terms.

NOL Rights Agreement - On July 6, 2020, we entered into the Section 382 Rights Agreement (the “NOL Rights Agreement”), dated as of July 6, 2020, between LSB and Computershare Trust Company, N.A., as rights agent. During 2021, the NOL Rights Agreement was ratified by our shareholders at our annual meeting of shareholders held on May 14, 2021. The NOL Rights Agreement remains in effect as of December 31, 2022.

The purpose of the NOL Rights Agreement is to facilitate our ability to preserve our NOLs and other tax attributes in order to be able to offset potential future income taxes for federal income tax purposes. Our ability to use these NOLs and other tax attributes would be substantially limited if we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). A company generally experiences an ownership change if the percentage of the value of its stock owned by certain 5% shareholders, as defined in Section 382 of the Code, increases by more than 50% points over a rolling three-year period. The NOL Rights Agreement is intended to reduce the likelihood of an ownership change under Section 382 of the Code by deterring any person (as defined in the NOL Rights Agreement) or group of affiliated or associated persons (“Group”) from acquiring beneficial ownership of 4.9% or more of our outstanding common shares.

The rights issued under the NOL Rights Agreement will expire on the earliest to occur of (i) the close of business on the day following the certification of the voting results of our 2021 annual meeting of stockholders, or other duly held stockholders’ meeting, (ii) the date on which our Board determines in its sole discretion that (x) the NOL Rights Agreement is no longer necessary for the preservation of material valuable NOLs or tax attributes or (y) the NOLs and tax attributes have been fully utilized and may no longer be carried forward and (iii) the close of business on July 6, 2023.

Our Board may, in its discretion, determine that a person, entity or a certain transaction is exempt from the operation of the NOL Rights Agreement or amend the terms of the rights.

This summary description of the NOL Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement filed as an exhibit to our Current Report on Form 8-K filed on July 6, 2020.