(4) Share-Based Compensation

Long-Term Incentive Plan — CVR Energy

CVR has a Long-Term Incentive Plan ("LTIP"), which permits the grant of options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, share awards and performance awards (including performance share units, performance units and performance-based restricted stock). As of December 31, 2014, only restricted stock units and performance units remain outstanding under the LTIP. Individuals who are eligible to receive awards and grants under the LTIP include the Company's employees, officers, consultants, advisors and directors. A summary of the principal features of the LTIP is provided below.

Shares Available for Issuance. The LTIP authorizes a share pool of 7,500,000 shares of the Company's common stock, 1,000,000 of which may be issued in respect of incentive stock options. Whenever any outstanding award granted under the LTIP expires, is canceled, is settled in cash or is otherwise terminated for any reason without having been exercised or payment having been made in respect of the entire award, the number of shares available for issuance under the LTIP is increased by the number of shares previously allocable to the expired, canceled, settled or otherwise terminated portion of the award. As of December 31, 2014, 6,787,341 shares of common stock were available for issuance under the LTIP.

Restricted Shares

A summary of restricted stock and restricted stock units (collectively "restricted shares") activity and changes during the years ended December 31, 2014, 2013 and 2012 is presented below:



	Restricted Shares		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
					(in millions)
Non-vested at December 31, 2011	1,634,154		$	14.61	$	30.6
Granted	318,508		43.66
Vested	(740,811	)	13.59
Forfeited	(66,240	)	16.54
Non-vested at December 31, 2012	1,145,611		$	23.24	$	55.9
Granted	2,600		54.75
Vested	(709,959	)	18.73
Forfeited	(78,700	)	42.80
Non-vested at December 31, 2013	359,552		$	28.09	$	15.6
Granted	—		—
Vested	(281,684	)	23.89
Forfeited	(29,857	)	39.17
Non-vested at December 31, 2014	48,011		$	45.89	$	1.9

Through the LTIP, restricted shares have been granted to employees of the Company. Prior to the change of control as discussed in Note 3 ("Change of Control"), the restricted shares, when granted, were historically valued at the closing market price of CVR's common stock on the date of issuance. These restricted shares are generally graded-vesting awards, which vest over a three-year period. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award.

The change of control and related Transaction Agreement discussed in Note 3 ("Change of Control") triggered a modification to outstanding awards under the LTIP. Pursuant to the Transaction Agreement, all restricted shares scheduled to vest in 2012 were converted to restricted stock units whereby the recipient received cash settlement of the offer price of $30.00 per share in cash plus one CCP upon vesting. The CCPs expired on August 19, 2013. Restricted shares scheduled to vest in 2013, 2014 and 2015 were converted to restricted stock units whereby the awards will be settled in cash upon vesting in an amount equal to the lesser of the offer price or the fair market value of the Company's common stock as determined at the most recent valuation date of December 31 of each year. Additional share-based compensation of approximately $12.4 million was incurred to revalue the awards upon modification for the year ended December 31, 2012. For awards vesting subsequent to 2012, the awards will be remeasured at each subsequent reporting date until they vest. As a result of the modification of the awards, the classification changed from equity-classified awards to liability-classified awards.

In December 2012 and during 2013, awards of restricted stock units and dividend equivalent rights were granted to certain employees of CVR. The awards are expected to vest over three years with one-third of the award vesting each year with the exception of awards granted to certain executive officers that vested over one year. The award granted in December 2012 to Mr. Lipinski, the Company's Chief Executive Officer and President, was canceled in connection with the issuance of certain performance unit awards as discussed further below. Each restricted stock unit and dividend equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the fair market value of one share of the Company's common stock, plus (b) the cash value of all dividends declared and paid by the Company per share of the Company's common stock from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest.

As of December 31, 2014, there was approximately $0.9 million of total unrecognized compensation cost related to non-vested restricted stock units and associated dividend equivalent rights to be recognized over a weighted-average period of approximately 0.9 years. Total compensation expense for the years ended December 31, 2014, 2013 and 2012 was approximately $2.6 million, $13.2 million and $36.9 million, respectively, related to the restricted stock unit awards.

As of December 31, 2014 and 2013, the Company had a liability of $1.7 million and $8.9 million, respectively, for non-vested restricted stock unit awards and associated dividend equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. For the years ended December 31, 2014, 2013 and 2012, the Company paid cash of $9.9 million, $23.8 million and $22.2 million, respectively, to settle liability-classified restricted stock unit awards and dividend equivalent rights upon vesting.

Performance Unit Awards

In December 2013, the Company entered into Performance Unit Award Agreements with Mr. Lipinski. Certain of the Performance Unit Awards were entered into in connection with the cancellation of Mr. Lipinski's December 2012 restricted stock unit award, as discussed above. In accordance with accounting guidance related to the modification of share-based and other compensatory award arrangements, the Company concluded that the cancellation and concurrent issuance of the performance awards created a substantive service period from the original grant date of the December 2012 restricted stock unit award through the end of the performance period for the related performance awards. Compensation cost for the related awards is being recognized over the substantive service period. Total compensation expense for the years ended December 31, 2014 and 2013 related to the performance unit awards was $4.4 million and $3.9 million, respectively.

On June 30, 2014, the first award of Mr. Lipinski's Performance Unit Award Agreements vested. The Company paid Mr. Lipinski approximately $3.9 million on July 15, 2014 as a result of the vesting. On December 15, 2014 and December 31, 2014, the second and third awards of Mr. Lipinski's Performance Unit Award Agreements vested. The Company paid Mr. Lipinski approximately $2.9 million for the second award vesting. As of December 31, 2014, the Company had a liability of $1.7 million for vested and unpaid performance unit awards. The liabilities for the vested and unpaid performance unit awards were recorded in personnel accruals on the Consolidated Balance Sheets.

Stock Options

Activity and price information regarding CVR's stock options granted are summarized as follows:



	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term
Outstanding, December 31, 2011	22,900		$	18.03	7.35
Granted	—		—
Exercised	(22,900	)	—
Forfeited	—		—
Expired	—		—
Outstanding, December 31, 2012	—		$	—	—

There were no grants of stock options in 2014, 2013 or 2012. In May 2012, all outstanding stock options equaling an equivalent of 22,900 common shares were exercised. No compensation expense related to stock options was recognized for the years ended December 31, 2014, 2013 and 2012.

Long-Term Incentive Plan — CVR Partners

Common Units and Phantom Units

In April 2011, the board of directors of the Nitrogen Fertilizer Partnership's general partner adopted the CVR Partners, LP Long-Term Incentive Plan ("CVR Partners LTIP"). Individuals who are eligible to receive awards under the CVR Partners LTIP include (1) employees of the Nitrogen Fertilizer Partnership and its subsidiaries, (2) employees of its general partner, (3) members of the board of directors of its general partner and (4) employees, consultants and directors of CVR Energy. The CVR Partners LTIP provides for the grant of options, unit appreciation rights, distribution equivalent rights, restricted units, phantom units and other unit-based awards, each in respect of common units. The maximum number of common units issuable under the CVR Partners' LTIP is 5,000,000. As of December 31, 2014, there were 4,820,215 common units available for issuance under the CVR Partners LTIP.

Through the CVR Partners LTIP, phantom and common units have been awarded to employees of the Nitrogen Fertilizer Partnership and its general partner and to members of the board of directors of its general partner. In December 2012, the board of directors of the general partner of the Nitrogen Fertilizer Partnership approved an amendment to modify the terms of certain phantom unit awards previously granted to employees of the Nitrogen Fertilizer Partnership and its subsidiaries. Prior to the amendment, the phantom units, when granted, were valued at the closing market price of the Nitrogen Fertilizer Partnership's common units on the date of issuance. These units are generally graded-vesting awards, which vest over a three-year period. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award.

The amendment triggered a modification to the awards by providing that the phantom units would be settled in cash rather than common units of the Nitrogen Fertilizer Partnership. Additional share-based compensation incurred to revalue the unvested units upon modification was not material for the year ended December 31, 2012. For awards vesting subsequent to the amendment, the awards will be remeasured at each subsequent reporting date until they vest. As a result of the modification of the awards to employees of the Nitrogen Fertilizer Partnership, the classification of the awards changed from an equity-classified award to a liability-classified award.

In December 2013 and during 2014, awards of phantom units and distribution equivalent rights were granted to certain employees of the Nitrogen Fertilizer Partnership and its subsidiaries and its general partner. The awards are expected to vest over three years with one-third of the award vesting each year. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the average fair market value of one unit of the Nitrogen Fertilizer Partnership's common units in accordance with the award agreement, plus (b) the per unit cash value of all distributions declared and paid by the Nitrogen Fertilizer Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest.

A summary of common units and phantom units (collectively "units") activity and changes under the CVR Partners LTIP during the years ended December 31, 2014, 2013 and 2012 is presented below:



	Units		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
					(in millions)
Non-vested at December 31, 2011	164,571		$	22.99	$	4.1
Granted	95,370		24.53
Vested	(58,129	)	23.08
Forfeited	—		—
Non-vested at December 31, 2012	201,812		$	23.70	$	5.1
Granted	58,536		16.13
Vested	(89,229	)	23.24
Forfeited	—		—
Non-vested at December 31, 2013	171,119		$	21.34	$	2.8
Granted	198,141		9.44
Vested	(48,310	)	20.95
Forfeited	(77,004	)	23.49
Non-vested at December 31, 2014	243,946		$	11.07	$	2.4

As of December 31, 2014, there was approximately $2.2 million of total unrecognized compensation cost related to the awards under the CVR Partners LTIP to be recognized over a weighted-average period of 1.9 years. Total compensation expense recorded for the years ended December 31, 2014, 2013 and 2012 related to the awards under the CVR Partners LTIP was approximately $0.4 million, $1.3 million and $2.2 million, respectively.

At both December 31, 2014 and 2013, the Nitrogen Fertilizer Partnership had a liability of $0.2 million for cash-settled non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. For the years ended December 31, 2014, 2013 and 2012 the Nitrogen Fertilizer Partnership paid cash of $0.4 million, $0.2 million and $0.3 million, respectively, to settle liability-classified awards and associated distribution equivalent rights upon vesting.

Performance-Based Phantom Units

In May 2014, the Nitrogen Fertilizer Partnership entered into a Phantom Unit Agreement with Mark A. Pytosh, its Chief Executive Officer and President, that included performance-based phantom units and distribution equivalent rights. Compensation cost for these awards is being recognized over the performance cycles of May 1, 2014 to December 31, 2014, January 1, 2015 to December 31, 2015 and January 1, 2016 to December 31, 2016, as the services are provided. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the average closing price of the Nitrogen Fertilizer Partnership's common units for the first ten business days of the last month of the performance cycle, multiplied by a performance factor that is based upon the level of the Nitrogen Fertilizer Partnership’s production of UAN, and (b) the per unit cash value of all distributions declared and paid by the Nitrogen Fertilizer Partnership from the grant date to and including the vesting date. Total compensation expense recorded for the year ended December 31, 2014 related to the award was $0.1 million. Assuming a target performance threshold, unrecognized compensation expense associated with the unvested phantom units at December 31, 2014 was approximately $0.2 million and is expected to be recognized over a weighted average period of 1.5 years.

On December 31, 2014, the first award of Mr. Pytosh's Phantom Unit Agreement vested. As of December 31, 2014, the Company had a liability of $0.1 million for vested and unpaid performance-based phantom units.

Long-Term Incentive Plan – CVR Refining

In connection with the Refining Partnership IPO, on January 16, 2013, the board of directors of the general partner of the Refining Partnership adopted the CVR Refining, LP Long-Term Incentive Plan (the "CVR Refining LTIP"). Individuals who are eligible to receive awards under the CVR Refining LTIP include (1) employees of the Refining Partnership and its subsidiaries, (2) employees of the general partner, (3) members of the board of directors of the general partner and (4) certain employees, consultants and directors of CRLLC and CVR Energy who perform services for the benefit of the Refining Partnership. The CVR Refining LTIP provides for the grant of options, unit appreciation rights, restricted units, phantom units, unit awards, substitute awards, other-unit based awards, cash awards, performance awards and distribution equivalent rights, each in respect of common units. The maximum number of common units issuable under the CVR Refining LTIP is 11,070,000. As the phantom unit awards discussed below are cash-settled awards, they did not reduce the number of common units available for issuance under the plan. On August 14, 2013, the Refining Partnership filed a Form S-8 to register the common units.

In December 2013 and during 2014, awards of phantom units and distribution equivalent rights were granted to employees of the Refining Partnership and its subsidiaries, its general partner and certain employees of CRLLC and CVR Energy who perform services solely for the benefit of the Refining Partnership. The awards are generally graded-vesting awards, which are expected to vest over three years with one-third of the award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the average fair market value of one unit of the Refining Partnership's common units in accordance with the award agreement, plus (b) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest.

A summary of phantom unit activity and changes under the CVR Refining LTIP during the years ended December 31, 2014 and 2013 is presented below:



	Phantom Units		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
					(in millions)
Non-vested at January 16, 2013	—		$	—	$	—
Granted	187,177		21.55
Vested	—		—
Forfeited	—		—
Non-vested at December 31, 2013	187,177		$	21.55	$	4.2
Granted	281,948		17.74
Vested	(61,002	)	21.55
Forfeited	(4,176	)	21.55
Non-vested at December 31, 2014	403,947		$	18.89	$	6.8

As of December 31, 2014, there was approximately $6.2 million of total unrecognized compensation cost related to the awards under the CVR Refining LTIP to be recognized over a weighted-average period of 1.9 years. Total compensation expense recorded for the year ended December 31, 2014 related to the awards under the CVR Refining LTIP was $2.4 million. Total compensation expense recorded for the year ended December 31, 2013 was not material. As of December 31, 2014, the Refining Partnership had a liability of $1.0 million for non-vested phantom unit awards and associated distribution equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. For the year ended December 31, 2014, the Refining Partnership paid cash of $1.4 million to settle liability-classified phantom unit awards and associated distribution equivalent rights upon vesting.

Incentive Unit Awards

In December 2013 and during 2014, the Company granted awards of incentive units and distribution equivalent rights to certain employees of CRLLC and CVR Energy. The awards are generally graded-vesting awards, which are expected to vest over three years with one-third of the award vesting each year. Compensation expense is recognized on a straight-line basis over the vesting period of the respective tranche of the award. Each incentive unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the average fair market value of one unit of the Refining Partnership's common units in accordance with the award agreement, plus (b) the per unit cash value of all distributions declared and paid by the Refining Partnership from the grant date to and including the vesting date. The awards, which are liability-classified, will be remeasured at each subsequent reporting date until they vest.

A summary of incentive unit activity and changes during the years ended December 31, 2014 and 2013 is presented below:



	Incentive Units		Weighted- Average Grant-Date Fair Value		Aggregate Intrinsic Value
					(in millions)
Non-vested at December 31, 2012	—		$	—	$	—
Granted	251,431		22.62
Vested	—		—
Forfeited	—		—
Non-vested at December 31, 2013	251,431		$	22.62	$	5.7
Granted	332,586		17.81
Vested	(65,601	)	22.63
Forfeited	(82,901	)	22.62
Non-vested at December 31, 2014	435,515		$	18.95	$	7.3

As of December 31, 2014, there was approximately $6.8 million of total unrecognized compensation cost related to non-vested incentive units to be recognized over a weighted-average period of approximately 1.9 years. Total compensation expense for the year ended December 31, 2014 related to the incentive units was $2.4 million. Total compensation expense for the year ended December 31, 2013 related to the incentive units was not material. As of December 31, 2014, the Company had a liability of $0.8 million for non-vested incentive units and associated distribution equivalent rights, which is recorded in personnel accruals on the Consolidated Balance Sheets. For the year ended December 31, 2014, the Company paid cash of $1.6 million to settle liability-classified incentive unit awards and associated distribution equivalent rights upon vesting.

In December 2014, the Company granted an award of 227,927 incentive units in the form of stock appreciation rights ("SARs") to an executive of CVR Energy. Each SAR vests over three years and entitles the executive to receive a cash payment in an amount equal to the excess of the fair market value of one unit of the Refining Partnership's common units for the first ten trading days in the month prior to vesting over the grant price of the SAR. The fair value will be adjusted to include all distributions declared and paid by the Refining Partnership during the vesting period. The fair value of each SAR is estimated at the end of each reporting period using the Black-Scholes option-pricing model. Assumptions utilized to value the award have been omitted due to immateriality of the award. Total compensation expense during the year ended December 31, 2014 and the liability related to the SARs as of December 31, 2014 were not material.