22 - STOCK-BASED COMPENSATION

Genco Shipping & Trading — Predecessor Company

The table below summarizes the Predecessor Company’s nonvested stock awards for the period ended July 9, 2014 under the Genco Shipping & Trading Limited 2005 and 2012 Equity Incentive Plans (the “GS&T Plans”). Under the Plan, on the Effective Date, any unvested shares were deemed vested automatically and Equity Warrants were issued. Refer to “Successor Company Equity Warrant Agreement” section in Note 1 — General Information for further information. The vesting of these shares is included in the $1,583 of expense recorded by the Predecessor Company during the period from July 1 to July 9, 2014 as included in the table below.

	Number of Shares		Weighted Average Grant Date Price
Outstanding at January 1, 2014 - Predecessor	880,465		$	7.77
Granted	—		—
Vested	(880,465	)	7.77
Cancelled	—		—

Outstanding at July 9, 2014 - Predecessor	—		$	—

The total fair value of shares that vested under the GS&T Plans during the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013 for the Predecessor Company was $691 and $110, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

For the periods from July 1 to July 9, 2014 and January 1 to July 9, 2014 and for the three and nine months ended September 30, 2014 and 2013, the Predecessor Company recognized nonvested stock amortization expense for the GS&T Plans, which is included in general, administrative and management fees, as follows:

	Predecessor
	Period from July 1 to July 9, 2014		Three Months Ended September 30, 2013		Period from January 1 to July 9, 2014		Nine Months Ended September 30, 2013
General, administrative, and management fees	$	1,583	$	749	$	2,403	$	2,314

Genco Shipping & Trading — Successor Company

2014 Management Incentive Plan

On the Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the MIP (as defined in Note 1 — General Information). An aggregate of 9,668,061 shares of Common Stock were available for award under the MIP, which were awarded in the form of restricted stock grants and awards of three tiers of MIP Warrants with staggered strike prices based on increasing equity values. The number of shares of common stock available under the Plan represented approximately 1.8% of the shares of post-emergence Common Stock outstanding as of the Effective Date on a fully-diluted basis. Awards under the MIP were available to eligible employees, non-employee directors and/or officers of the Company and its subsidiaries (collectively, “Eligible Individuals”). Under the MIP, a committee appointed by the Board from time to time (or, in the absence of such a committee, the Board) (in either case, the “Plan Committee”) may grant a variety of stock-based incentive awards, as the Plan Committee deems appropriate, to Eligible Individuals. The MIP Warrants are exercisable on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction.

On August 7, 2014, pursuant to the MIP, certain individuals were granted MIP Warrants whereby each warrant can be converted on a cashless basis for the amount in excess of the respective strike price. The MIP Warrants were issued in three tranches, which are exercisable for 2,380,664, 2,467,009, and 3,709,788 shares and have exercise prices of $25.91 (the “$25.91 Warrants”), $28.73 (the “$28.73 Warrants”) and $34.19 (the “$34.19 Warrants”), respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $25.91 Warrants, $6.63 for the $28.73 Warrants and $5.63 for the $34.19 Warrants. The warrant values were based upon a calculation using the Black-Scholes-Merton option pricing formula. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, cost of capital interest rate and expected life of the instrument. The Company has determined that the warrants should be classified within Level 3 of the fair value hierarchy by evaluating each input for the Monte Carlo Model against the fair value hierarchy criteria and using the lowest level of input as the basis for the fair value classification. The Black-Scholes-Merton option pricing formula used a volatility of 43.91% (representing the six-year volatility of a peer group), a risk-free interest rate of 1.85% and a dividend rate of 0%. The aggregate fair value of these awards upon emergence from bankruptcy was $54,436. The warrants vest 33.33% on each of the first three anniversaries of the grant date, with accelerated vesting upon a change in control of the Company.

For the period from August 7, 2012 to September 30, 2014, the Successor Company recognized amortization expense of the fair value of these warrants of $5,010 which is included in the Company’s Condensed Consolidated Statements of Operations as a component of General, administrative, and management fees. Amortization of the unamortized stock-based compensation balance of $49,426 as of September 30, 2014 is expected to be expensed $8,380, $25,941, $11,496, and $3,609 during the years ending December 31, 2014, 2015, 2016 and 2017, respectively. The following table summarizes all the warrant activity for the period July 9, 2014 to September 30, 2014:

	Number of Warrants	Weighted Average Exercise Price		Weighted Average Fair Value
Outstanding at July 9, 2014 - Successor	—	$	—	$	—
Granted	8,557,461	30.31		6.36
Exercised	—	—		—
Forfeited	—	—		—

Outstanding at September 30, 2014 - Successor	8,557,461	$	30.31	$	6.36

The following table summarizes certain information about the warrants outstanding as of September 30, 2014:

		Warrants Outstanding, September 30, 2014				Warrants Exercisable, September 30, 2014
Weighted Average Exercise Price		Number of Warrants	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Number of Warrants	Weighted Average Exercise Price
$	30.31	8,557,461	$	30.31	5.86	—	—

The table below summarizes the Successor Company’s nonvested stock awards for the period from July 9 to September 30, 2014 that were issued under the 2014 MIP Plan:

	Number of Shares	Weighted Average Grant Date Price
Outstanding at July 9, 2014 - Successor	—	$	—
Granted	1,110,600	20.00
Vested	—	—
Forfeited	—	—

Outstanding at September 30, 2014 - Successor	1,110,600	$	20.00

The total fair value of restricted shares that vested under the 2014 MIP Plan during the period from July 9 to September 30, 2014 for the Successor Company was $0. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

For the period from July 9 to September 30, 2014, the Successor Company recognized nonvested stock amortization expense for the 2014 MIP Plan restricted shares, which is included in general, administrative and management fees, as follows:

	Successor
	Period from July 9 to September 30, 2014
General, administrative, and management fees	$	2,044

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of September 30, 2014, unrecognized compensation cost of $20,168 related to nonvested stock will be recognized over a weighted-average period of 2.85 years.

Baltic Trading Limited

On March 13, 2014, Baltic Trading’s Board of Directors approved an amendment to the Baltic Trading Limited 2010 Equity Incentive Plan (the “Baltic Trading Plan”) that increased the aggregate number of shares of common stock available for awards from 2,000,000 to 6,000,000 shares. Additionally, on April 9, 2014, at Baltic Trading’s 2014 Annual Meeting of Shareholders, Baltic Trading’s shareholders approved the amendment to the Baltic Trading Plan.

The following table presents a summary of Baltic Trading’s nonvested stock awards for the nine months ended September 30, 2014 under the Baltic Trading Plan:

	Number of Baltic Trading Common Shares		Weighted Average Grant Date Price
Outstanding at January 1, 2014	1,381,429		$	6.03
Granted	36,345		6.19
Vested	(176,180	)	10.53
Forfeited	—		—

Outstanding at September 30, 2014	1,241,594		$	5.39

The total fair value of shares that vested under the Baltic Trading Plan during the period from July 9 to September 30, 2014, the period from January 1 to July 9, 2014 and during the nine months ended September 30, 2013 was $0, $1,143 and $643, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

The Successor Company and the Predecessor Company recognized nonvested stock amortization expense for the Baltic Trading Plan, which is included in general, administrative and management fees, as follows:

	Successor		Predecessor
	Period from July 9 to September 30, 2014		Period from July 1 to July 9, 2014		Three Months Ended September 30, 2013		Period from January 1 to July 9, 2014		Nine Months Ended September 30, 2013
General, administrative, and management fees	$	818	$	78	$	341	$	1,949	$	1,156

The Company is amortizing Baltic Trading’s grants over the applicable vesting periods, net of anticipated forfeitures. As of September 30, 2014, unrecognized compensation cost of $3,392 related to nonvested stock will be recognized over a weighted-average period of 2.76 years.