NOTE 9 – SHARE-BASED COMPENSATION

Equity Compensation Plan

On October 13, 2009, the Company’s Board of Directors approved, and recommended that the Company’s stockholders approve, the 2009 Omnibus Incentive Plan (“Incentive Plan”). On November 16, 2009, the Company’s stockholders approved the Incentive Plan by written consent.

An aggregate of 1.8 million shares of Common Stock was initially reserved for issuance and available for awards under the Incentive Plan. Awards under the Incentive Plan may include incentive stock options, non-qualified stock option awards (“Stock Option”), stock appreciation rights, non-vested shares of Common Stock (“Restricted Stock”), restricted stock units, performance share or unit awards, other share-based awards and cash-based incentive awards. Awards under the Incentive Plan may be granted to employees, directors, consultants or other persons providing services to the Company or its affiliates. The Incentive Plan also provides for awards that are intended to qualify as “performance-based compensation” in order to preserve the deductibility of such compensation by the Company under Section 162(m) of the Internal Revenue Code.

At the 2011 Annual Meeting of Shareholders held on May 11, 2011, shareholders voted to approve the recommendation of the Company’s Board of Directors to amend the Incentive Plan. The Incentive Plan allows for amendments which are intended for the plan to remain a flexible and effective source of incentive compensation in terms of the number of shares of stock available for awards, in terms of its design, as well as whether it generally conforms with the best practices in today’s business environment. Significant aspects of the amendment include: an increase of 2.4 million shares in the shares reserved for grant, an adjustment to the annual maximum awards limits, a prohibition against re-pricing of options and stock appreciation rights without shareholder approval, and an addition of specific elements to the performance goals.

At the 2012 Annual Meeting of Shareholders held on June 8, 2012, shareholders voted to approve the recommendation of the Company’s Board of Directors to amend the Incentive Plan. Significant aspects of this amendment include: an increase of 3 million in the shares reserved for grant, an extension of the term, an expansion of the list of performance goals, a provision for recovery compensation in connection with financial restatements, and certain modifications in order to provide internal consistency.

At the 2013 Annual Meeting of Shareholders held on June 6, 2013, shareholders voted to approve the recommendation of the Company’s Board of Directors to amend the Incentive Plan to add 3 million shares to the shares reserved for grant.

As of December 31, 2014, 3,664,024 shares remained reserved for issuance and were available for new awards under the Incentive Plan.

The following table provides certain information related to Stock Options and Restricted Stock during the year ended December 31, 2014 (in thousands, except per share data):

	For the year ended December 31, 2014
	Stock Options									Restricted Stock
				Weighted									Weighted
				Average				Weighted					Average
				Exercise		Aggregate		Average					Grant Date
	Number of			Price per		Intrinsic		Remaining		Number of			Fair Value
	Options			Share (1)		Value		Term		Shares (2)			per Share (1)
Outstanding as of December 31, 2013		4,125		$	5.56						1,600		$	4.94
Granted		230			15.81						950			12.88
Forfeited		(50	)		4.51					n/a			n/a
Exercised		(1,900	)		4.93					n/a			n/a
Vested	n/a			n/a							(1,875	)		6.28
Expired		—			—					n/a			n/a
Outstanding as of December 31, 2014		2,405		$	6.99	$	32,362		3.88		675		$	12.40
Exercisable as of December 31, 2014		962		$	4.93	$	14,926		3.02

(1)

Unless otherwise specified, such as in the case of the exercise of Stock Options, the per share prices were determined using the closing price of the Company’s Common Stock as quoted on the exchanges on which the Company was listed. Shares issued upon exercise of options represent original issuances in private transactions pursuant to Section 4(2) of the Securities Act of 1933, as amended or issuances under the Company's Incentive Plan.

(2)	All shares outstanding as of December 31, 2014 are expected to vest.

n/a	Not applicable

The following table provides certain information in connection with the Company’s share-based compensation arrangements for the periods presented (in thousands):

	Year Ended December 31,
	2014		2013			2012
Compensation expense:
Stock options	$	675	$	930		$	1,188
Restricted stock		11,667		5,487			2,642
Total	$	12,342	$	6,417		$	3,830
Deferred tax benefits:
Stock options	$	260	$	359		$	458
Restricted stock		83		433			468
Total	$	343	$	792		$	926
Realized tax benefits:
Stock options	$	7,321	$	2,365		$	168
Restricted stock		967		374			291
Total	$	8,288	$	2,739		$	459
Excess tax benefits (shortfall):
Stock options	$	6,472	$	418		$	(1,618	)
Restricted stock		534		(59	)		(142	)
Total	$	7,006	$	359		$	(1,760	)
Weighted average fair value per option or share:
Stock option grants	$	3.39	$	0.79		$	0.87
Restricted stock grants	$	12.88	$	5.43		$	3.37
Intrinsic value of options exercised	$	18,979	$	6,131		$	437
Fair value of restricted stock vested	$	28,350	$	2,548		$	1,164
Cash received for strike price and tax withholdings	$	73	$	—		$	652
Shares acquired through cashless exercise (1)		1,787		1,966			147
Value of shares acquired through cashless exercise (1)	$	26,947	$	12,630		$	583

(1)	All shares acquired represent shares tendered to cover the strike price for options and tax withholdings on the intrinsic value of options exercised or Restricted Stock vested. These shares have been cancelled by the Company.

The following table provides the amount of unrecognized compensation expense as of the most recent balance sheet date and the weighted average period over which those expenses will be recorded for both Stock Options and Restricted Stock (dollars in thousands):

	As of December 31, 2014
	Stock		Restricted
	Options		Stock
Unrecognized expense	$	1,485	$	3,413
Weighted average remaining years		2.40		0.62

Stock Options

Stock Options granted by the Company generally expire between 5 to 7 years from the grant date and generally vest over a 1 to 3 year service period commencing on the grant date.

The Company used the modified Black-Scholes model to estimate the fair value of employee Stock Options on the date of grant utilizing the assumptions noted below. The risk-free rate is based on the U.S. Treasury bill yield curve in effect at the time of grant for the expected term of the option. The expected term of options granted represents the period of time that the options are expected to be outstanding. Expected volatilities are based on historical volatilities of our Common Stock. The dividend yield was based on expected dividends at the time of grant.

The following table provides the assumptions utilized in the Black-Scholes model for Stock Options granted during the periods presented:

	Year Ended December 31,
	2014			2013			2012
Weighted-average risk-free interest rate		0.48	%		0.27	%		0.62	%
Expected term of option in years		2.98			3.21			4.25
Weighted-average volatility		40.3	%		34.1	%		48.4	%
Dividend yield		3.9	%		9.1	%		11.4	%
Weighted average grant date fair value per share	$	3.39		$	0.79		$	0.87

On September 4, 2012, the Company granted Stock Options for an aggregate 500 thousand shares of Common Stock to the Company’s Chief Operating Officer (“COO”) in consideration for services rendered pursuant to terms of an employment agreement and to provide the COO with a continued incentive to share in the success of the Company. The options have an exercise price of $3.51, expire on September 4, 2019 and vest over two years as follows: options for 250 thousand shares on the one year anniversary of the grant date and options for 250 thousand shares on the two year anniversary of the grant date.

On March 12, 2013, the Company granted the COO a Stock Option to purchase 100 thousand shares of common stock. The option has an exercise price of $4.51 per share, expires on March 12, 2018 and vests over three years as follows: one third on the one (1) year anniversary of the date of grant, one third on the two (2) year anniversary of the date of grant and one third on the three (3) year anniversary of the date of grant.

On July 8, 2013, the Company granted the COO an additional Stock Option to purchase 300 thousand shares of common stock. The option has an exercise price of $7.33 per share, expires on July 8, 2018 and vests over three years as follows: one third on the one (1) year anniversary of the date of grant, one third on the two (2) year anniversary of the date of grant and one third on the three (3) year anniversary of the date of grant.

On November 12, 2013, the Company granted the Chief Administrative Officer (“CAO”) a Stock Option to purchase 200 thousand shares of common stock. The Company also granted the Chief Executive Officer (“CEO”) a Stock Option to purchase 300 thousand shares of common stock. Both option grants have an exercise price of $8.01 per share, expire on November 12, 2020 and vest over three years as follows: one third on the one (1) year anniversary of the date of grant, one third on the two (2) year anniversary of the date of grant and one third on the three (3) year anniversary of the date of grant.

Restricted Stock Grants

Restricted Stock grants are awarded to certain employees in consideration for services rendered pursuant to terms of employment agreements and or to provide to those employees with a continued incentive to share in the success of the Company. Restricted Stock generally vest over a three year service period commencing on the grant date. The prices discussed below reflect the market price of UIH’s common stock on the grant date.

Effective August 23, 2012, the Company issued 650 thousand shares of Restricted Stock at a price of $3.37 per share to its COO. The stock vested cumulatively over a two-year period as follows: 38.5 percent, 77 percent and 100 percent, respectively, on January 1, 2013, January 1, 2014 and December 31, 2014.

Effective April 1, 2013, the Company issued 500 thousand shares of Restricted Stock to its CEO, 250 thousand shares of Restricted Stock to its COO and 100 thousand shares of Restricted Stock to its CAO. All three Restricted Stock grants were issued at a price of $4.88 per share and vested on April 7, 2014.

Effective August 8, 2013, the Company issued 150 thousand shares of Restricted Stock at a price of $8.55 per share to its Chief Financial Officer. The stock vests cumulatively over a two-year period as follows: 50 percent and 50 percent, respectively, on October 1, 2014 and October 1, 2015.

Effective April 1, 2014, the Company issued 500 thousand shares of Restricted Stock at a price of $12.88 per share to its CEO. The stock vests on April 7, 2015.

Effective April 1, 2014, the Company issued 250 thousand shares of Restricted Stock at a price of $12.88 per share to its COO. The stock vested on December 31, 2014.

Effective April 1, 2014, the Company issued 200 thousand shares of Restricted Stock at a price of $12.88 per share to its CAO. The stock vests cumulatively over a two-year period as follows: 50 percent and 50 percent, respectively, on December 31, 2014 and December 31, 2015.