Share-Based Compensation

Successor Company

The Company has established the 2017 Incentive Plan (the 2017 Incentive Plan) for employees, non-employee directors and consultants that allows for the issuance of share-based compensation in various forms including options (including non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, dividend equivalents and cash incentive awards. In accordance with the Plan, the 2017 Incentive Plan became effective as of the Effective Date. Refer to Note 2. “Emergence from the Chapter 11 Cases and Fresh Start Reporting” for additional information regarding the 2017 Incentive Plan and the grant of emergence awards. Under the 2017 Incentive Plan, approximately 14.0 million shares of the Company’s Common Stock were reserved for issuance. As of December 31, 2017, there are approximately 10.5 million shares of the Company’s Common Stock available for grant.

Share-Based Compensation Expense and Cash Flows

The Company’s share-based compensation expense is recorded in “Selling and administrative expenses” in the consolidated statements of operations. Cash received by the Company upon the exercise of stock options is reflected as a financing activity in the consolidated statements of cash flows. Share-based compensation expense and cash flow amounts were as follows:



	Successor
	April 2 through December 31, 2017
	(Dollars in millions)
Share-based compensation expense - equity classified awards	$	21.8
Share-based compensation expense - liability classified awards	—
Total share-based compensation expense	21.8
Tax benefit	—
Share-based compensation expense, net of tax benefit	$	21.8

Cash received upon the exercise of stock options and from employee stock purchases	—
Write-off tax benefits related to share-based compensation	—

As of December 31, 2017, the total unrecognized compensation cost related to nonvested awards was $57.5 million, net of taxes, which is expected to be recognized over 2.5 years with a weighted-average period of 1.0 years.

Deferred Stock Units

During the Successor period April 2 through December 31, 2017, the Company granted deferred stock units to each of its non-employee directors. The fair value of these units is equal to the market price of the Company’s Common Stock at the date of grant. These deferred stock units generally vest on a monthly basis over 12 months and are settled in Common Stock three years after the date of grant.

Restricted Stock Units

On the Effective Date, the Company granted the Emergence Awards. The Emergence Awards granted to the Company’s executive officers generally will vest ratably on each of the first three anniversaries of the Effective Date, subject to, among other things, each such executive officer’s continued employment with the Company. The Emergence Awards will become fully vested upon each such executive officer’s termination of employment by the Company and its subsidiaries without Cause or by the executive for Good Reason (each, as defined in the 2017 Incentive Plan or award agreement) or due to a termination of employment with the Company and its subsidiaries by reason of death or Disability (as defined in the 2017 Incentive Plan or award agreement). In order to receive the Emergence Awards, the executive officers were required to execute restrictive covenant agreements protecting the Company’s interests.

The Company grants restricted stock units to certain senior management and non-senior management employees. For units granted to both senior and non-senior management employees containing only service conditions, the fair value of the award is equal to the market price of the Company’s Common Stock at the date of grant. Units granted to senior management employees vest at various times (none of which exceed three years) in accordance with the underlying award agreement. Compensation cost for both senior and non-senior management employees is recognized on a straight-line basis over the requisite service period. The payouts for active grants awarded during the Successor period April 2 through December 31, 2017 will be settled in the Company’s Common Stock.

A summary of restricted stock unit activity is as follows:



	Successor
	April 2 through December 31, 2017		Weighted Average Grant-Date Fair Value
Nonvested at April 2, 2017	—		$	—
Granted	3,618,309		22.04
Vested	(29,555	)	22.03
Forfeited	(74,801	)	22.03
Nonvested at December 31, 2017	3,513,953		$	22.04

The total fair value at grant date of restricted stock units granted during the Successor period April 2 through December 31, 2017 was $79.8 million. The total fair value of restricted stock units vested was $0.9 million during the Successor period April 2 through December 31, 2017

Predecessor Company

In accordance with the Plan and as previously disclosed, each share of the Company’s common stock outstanding prior to the Effective Date, including all options and warrants to purchase such stock, were extinguished, canceled and discharged, and each such share, option or warrant has no further force or effect as of the Effective Date. Furthermore, all of the Company’s equity award agreements under prior incentive plans, and the awards granted pursuant thereto, were extinguished, canceled and discharged and have no further force or effect as of the Effective Date.

Share-Based Compensation Expense and Cash Flows

The Predecessor Company’s share-based compensation expense was recorded in “Selling and administrative expenses” in the consolidated statements of operations. Cash received by the Predecessor Company upon the exercise of stock options and when employees purchased stock under the employee stock purchase plans was reflected as a financing activity in the consolidated statements of cash flows. Share-based compensation expense and cash flow amounts were as follows:



	Predecessor
	January 1 through April 1, 2017		Year Ended December 31, 2016		Year Ended December 31, 2015
	(Dollars in millions)
Share-based compensation expense - equity classified awards	$	1.9	$	11.3	$	26.2
Share-based compensation expense - liability classified awards	—		1.5		2.0
Total share-based compensation expense	1.9		12.8		28.2
Tax benefit	—		—		—
Share-based compensation expense, net of tax benefit	$	1.9	$	12.8	$	28.2

Cash received upon the exercise of stock options and from employee stock purchases	—		—		3.4
Write-off tax benefits related to share-based compensation	—		—		—