Historically, we have maintained various long-term incentive plans including employee stock options, restricted stock awards, restricted stock units (that settle in Tidewater common stock), phantom stock, and cash-based performance awards. As discussed in greater detail in Note (4) we filed voluntary petitions for Chapter 11 bankruptcy protection on May 17, 2017 to effectuate a restructuring pursuant to a Plan. As a result of the Restructuring, all of our outstanding equity and incentive programs (and all outstanding stock options and awards under those programs) were cancelled, except for unvested phantom stock awards held by non-officer employees and certain deferred stock units and deferred cash awards held by non-employee members of the predecessor board, each as discussed in greater detail below.

On the Effective Date, a new equity incentive plan, the Tidewater Inc. 2017 Stock Incentive Plan (the “2017 Plan”) became effective pursuant to the operation of the Plan. At the closing of the Business Combination, we assumed sponsorship of the GulfMark Management Incentive Plan (as assumed and amended effective as of the closing, the “Legacy GLF Plan”), and also assumed all outstanding, unvested restricted stock units and the remaining shares available under the Legacy GLF Plan, all of which were adjusted to reflect the Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Tidewater common stock.

As of December 31, 2018, the 2017 Plan and the Legacy GLF Plan are our only two active equity incentive plans and the only type of award outstanding under either plan is restricted stock units (RSUs) that settle in shares of Tidewater common stock.

The number of common stock shares reserved for issuance under the plans and the number of shares available for future grants are as follows:

Successor

Predecessor

Period from

Twelve Months

August 1, 2017

April 1, 2017

Twelve Months

Ended

through

Ended

December 31, 2018

December 31, 2017

July 31, 2017

March 31, 2017

Shares of common stock reserved for issuance under the plans

3,973,228

3,048,877

—

1,900,769

Shares of common stock available for future grants

2,325,102

1,891,231

—

505,221

The Predecessor granted stock options to its directors and employees, including officers, under several different stock incentive plans. There are no option awards outstanding as of December 31, 2018 or 2017. Under the terms of the plans, stock options were granted with an exercise price equal to the stock’s closing fair market value on the date of grant. Generally, options granted vested annually over a three-year vesting period measured from the date of grant. Options not previously exercised expire at the earlier of either three months after termination of the grantee’s employment or ten years after the date of grant. Upon retirement, unvested stock options are forfeited. The retiree has two years post retirement to exercise vested options. All of the stock options are classified as equity awards.

We used the Black-Scholes option-pricing model to determine the fair value of options granted and to calculate the share-based compensation expense. No stock options were granted in the year ended March 31, 2017, through the nine-month transition period ended December 31, 2017 or during the year ended December 31, 2018. Outstanding stock options of 1,395,548 with a weighted average exercise price of $28.14 were cancelled prior to emergence from chapter 11 bankruptcy.

During the year ended March 31, 2017 approximately 266,000 stock options were vested with a fair value of approximately of $1.2 million. Additionally about 1 million options were exercisable at a weighted average exercise price of 34.36.

Stock option compensation expense along with the effect on basic and diluted earnings per share are as follows:

Successor

Predecessor

Period from

Twelve Months

August 1, 2017

April 1, 2017

Twelve Months

Ended

through

Ended

(In thousands, except per share data)

December 31, 2018

December 31, 2017

July 31, 2017

March 31, 2017

Stock option compensation expense

—

1,644

745

Basic loss per share increased by

—

0.02

Diluted loss per share increased by

—

0.02

The Predecessor and Successor have granted restricted stock units (RSUs) to key employees, including officers and non-employee directors. We have generally awarded time-based units, where each unit represents the right to receive, at the end of a vesting period, one unrestricted share of Tidewater common stock with no exercise price. Prior to its merger with Tidewater, GulfMark awarded RSUs under its management incentive plan to certain officers and employees of GulfMark and, as noted previously, those awards were assumed and converted based on the Exchange Ratio. These RSUs and are included as granted awards in the table below.

We have also awarded performance-based RSUs, where each unit represents the right to receive, at the end of a vesting period, up to two shares of Tidewater common stock with no exercise price based on various operating and financial metrics. The fair value of the performance-based and time-based RSUs is based on the market price of our common stock on the date of grant. The restrictions on the time-based RSUs awarded to key employees lapse over a three year period from the date of the award. The restrictions on the time-based RSUs awarded to non-employee directors lapse over a one year period. Time-based RSUs require no goals to be achieved other than the passage of time and continued employment. The restrictions on the performance-based restricted stock units lapse if we meet specific targets as defined. During the restricted period, the RSUs may not be transferred or encumbered, but the recipient has the right to receive dividend equivalents on the restricted stock units, but there are no voting rights until the restricted stock units vest. If dividends are declared, dividend equivalents are accrued on performance-based restricted shares and ultimately paid only if the performance criteria are achieved. RSU compensation costs are recognized on a straight-line basis over the vesting period, and are net of forfeitures.

All outstanding unvested RSUs granted under the Predecessor incentive plans vested prior to emergence from chapter 11 bankruptcy. RSUs granted to officers and employees by the Successor under the 2017 Incentive Plan, subsequent to emergence from Chapter 11 bankruptcy, generally have a vesting period over three years in equal installments from the date of grant, except that (i) the RSUs granted to directors vest over one year and (ii) a portion of the RSUs granted to our CEO in March 2018 are performance based and vest on the third anniversary of the date of grant, based on our performance as measured against a two-year operating cash flow target.

	Weighted-average Grant-Date Fair Value		Time Based Units			Weight-average Grant Date Fair Value		Performance Based Units
Non-vested balance at April1, 2016 (Predecessor)	$	49.17		89,639			61.75		156,851
Vested		49.39		(76,006	)		—		—
Cancelled/forfeited		49.62		(13,450	)		61.75		(156,851	)
Non-vested balance at March 31, 2017 (Predecessor)		54.48		183			—		—
Vested		54.48		(183	)		—		—
Non-vested balance at July 31, 2017 (Predecessor)		—		—			—		—
Granted		24.40		1,203,379			—		—
Cancelled/forfeited		24.15		(45,733	)		—		—
Non-vested balance at December 31, 2017 (Successor)		24.41		1,157,646			—		—
Granted		24.58		455,063			26.04		63,365
Vested		24.84		(503,677	)		—		—
Cancelled/forfeited		27.15		(27,948	)		—		—
Non-vested balance at December 31, 2018 (Successor)	$	24.21		1,081,084			26.04		63,365

Restrictions on 559,608 time-based units outstanding at December 31, 2018 will lapse during fiscal 2019.

Restricted stock unit compensation expense and grant date fair value are as follows:

Successor

Predecessor

Period from

Twelve Months

August 1, 2017

April 1, 2017

Twelve Months

Ended

through

Ended

(In thousands)

December 31, 2018

December 31, 2017

July 31, 2017

March 31, 2017

Grant date fair value of restricted stock units vested

12,513

—

3,754

Restricted stock unit compensation expense

13,504

3,731

2,425

As of December 31, 2018, total unrecognized RSU compensation costs totaled approximately $22.6 million, or $17.1 million net of tax which will be recognized over a weighted average period of two years, compared to $24.5 million, $18.2 million net of tax, at December 31, 2017. No RSU compensation costs were capitalized as part of the costs of an asset. The amount of unrecognized RSU compensation costs will be affected by any future restricted stock unit grants and by the separation of an employee who has received RSUs that are unvested as of their separation date. There were no modifications to the RSUs during the year ended March 31, 2017, the nine months ended December 31, 2017 or the year ended December 31, 2018. Forfeitures are recognized as an adjustment to compensation expense for all RSUs in the same period as the forfeitures occur.

The Predecessor provided a Phantom Stock Plan (PSP) to provide additional incentive compensation to key employees including officers. Participants in the PSP had the right to receive the value of a share of common stock in cash at vesting. Participants had no voting or other rights as a shareholder. The phantom shares generally had a three year vesting period from the grant date provided the employee remained employed during the vesting period. If dividends are declared, participants received dividend equivalents at the same rate as dividends on our common stock. As a result of the restructuring, on the Effective Date, (i) all phantom units held by officers were cancelled for no value and (ii) all outstanding phantom stock units held by non-officer employees were converted in accordance with the conversion ratio for common stock provided in the Plan, which resulted in the cancellation of the Predecessor phantom stock units in exchange for Successor phantom stock units (including Series A and B warrant phantom units). No new awards have been issued under the Phantom Stock Plan since April 1, 2016.

	Weighted-average Grant-Date Fair Value		Time Based Shares			Weighted-average Grant-Date Fair Value		Series A Warrants			Weighted-average Grant-Date Fair Value		Series B Warrants
Non-vested balance at April 1, 2016 (Predecessor)	$	10.83		1,599,829
Vested		12.29		(585,426	)
Cancelled/forfeited		13.52		(68,253	)
Non-vested balance at March 31, 2017 (Predecessor)	$	9.74		946,150
Cancelled (A)		9.70		(484,446	)
Forfeited		10.08		(16,866	)
Non-vested balance at July 31, 2017 (Predecessor) (B)	$	9.77		444,838

Issuance of Successor phantom stock at August 1, 2017(B)		308.19		14,160			1.00		22,963			0.98		24,824

Cancelled/forfeited		307.31		(634	)		1.00		(1,029	)		0.98		(1,112	)
Non-vested balance at December 31, 2017 (Successor)	$	308.24		13,526			1.00		21,934			0.98		23,712
Vested		360.14		(8,223	)		1.00		(13,009	)		0.98		(14,064	)
Cancelled (A)		240.39		(786	)		1.00		(1,275	)		0.98		(1,379	)
Non-vested balance at December 31, 2018 (Successor)	$	226.50		4,517			1.00		7,650			2.94		8,269

(A)

Prior to emergence from Chapter 11 bankruptcy, all officer-held phantom stock units were cancelled.

(B)

Upon emergence from Chapter 11 bankruptcy, all outstanding phantom stock units held by non-officer employees were converted by the same conversion ratio applied to the common shares upon emergence. Every 31.4143 phantom stock units converted into one phantom stock unit post emergence which is valued to the new common stock. In addition, each post emergence phantom stock unit received 1.6216 phantom series A warrants and 1.7531 phantom series B warrants. Both warrant series have time-based vesting and follow the vesting schedule of the underlying phantom stock unit.

Restrictions on 4,517 time-based shares will lapse in calendar 2019. The fair value of the non-vested phantom shares at December 31, 2018 is $19.13 per unit, for time-based phantom shares, $1.67 for phantom series A warrants, and $1.40 for phantom series B warrants.

Phantom stock compensation expense and grant date fair value of phantom stock vested are as follows:

Successor

Predecessor

Period from

Twelve Months

August 1, 2017

April 1, 2017

Twelve Months

Ended

through

Ended

(In thousands)

December 31, 2018

December 31, 2017

July 31, 2017

March 31, 2017

Grant date fair value of phantom stock vested

2,957

—

7,118

Phantom stock compensation expense

214

467

As of December 31, 2018, total unrecognized phantom stock compensation costs amounted to $0.03 million, or $0.01 million net of tax. The liability for this plan will be adjusted in the future until paid to the participant to reflect the value of the units at the respective quarter end Tidewater stock price.

In previous years, we provided a Cash-based Performance Plan as additional incentive compensation to company officers. The plan awards units equal to cash to participants where each unit represents the right to receive, at the end of a vesting period, up to two dollars. Approximately 0.2 million and 7.7 million units, representing all outstanding plan units, at a weighted average grant date fair value of $1.16 were cancelled or forfeited during the twelve months ended March 31, 2017 and the four month period ended July 31, 2017. There are no outstanding cash-based performance units at December 31, 2018 and 2017. There were no modifications to the cash-based performance plan units during the four month period ended July 31, 2017 or the year ended March 31, 2017.

Cash-based performance unit compensation expense was a $2.0 million credit in the four months ended July 31, 2017 and a $0.8 million charge in the twelve months ended March 31, 2017.

We provided a Deferred Stock Unit Plan to our non-employee directors. A stock unit represented the right to receive from us the equivalent value of one share of our common stock in cash. The liability for this plan was adjusted quarterly to reflect the value of the units at the respective quarter end Tidewater stock price. Payment of the value of the stock unit granted could be made upon the earlier of 15 days after the participant ceases to be a director or upon a change of control. The participants could elect to receive annual installments, lump sum, or a distribution commencing on an anniversary of the grant date.

Each member of the Predecessor board was deemed to have resigned from the board on the Effective Date which triggered payout status for all outstanding deferred stock units. All outstanding deferred stock units under this plan were revalued to reflect the value of the units based on Tidewater’s July 31, 2017 pre-emergence stock price and were paid according to the participants’ respective payment elections. No new awards have been issued under the Deferred Stock Unit Plan since April 1, 2016.

Deferred stock unit compensation expense, which is reflected in general and administrative expenses was a credit of $0.1 million in the four month period ended July 31, 2017 and a $2.0 million credit in the year ended March 31, 2017.

For the year ended March 31, 2017, we provided a Deferred Cash Award Plan to our non-employee directors granting a cash award having an aggregate value of $97,750. The plan awarded cash to the participants which earns interest quarterly based on the 10-year Treasury note rate plus 1.5%. For the cash award granted, the participant could elect to receive annual installments or a lump sum distribution. Each member of the predecessor board was deemed to have resigned from the board on the Effective Date by operation of the Plan, which triggered payout status for all deferred cash awards. As a result, the deferred cash awards were paid according to upon the participants’ respective payment elections. No new awards have been issued under the Deferred Cash Award Plan since March 31, 2017.

Deferred cash award expense was $0.01 million in the four month period ended July 31, 2017 and $1 million in the year ended March 31, 2017.