2016 Long Term Incentive Plan – During 2016, our Board adopted our 2016 Long Term Incentive Plan (the “2016 Plan”), which plan was approved by our shareholders at our annual meeting of shareholders held on June 2, 2016. The effective date of the 2016 Plan is April 19, 2016 and no awards may be granted under the 2016 Plan on and after the tenth anniversary of its effective date.

In addition, no further awards will be granted under our 2008 Incentive Stock Plan (the “2008 Plan”) or our Outside Directors Stock Purchase Plan (the “Outside Director Plan”) on or after the effective date of the 2016 Plan. Any awards that remain outstanding under the 2008 Plan or the Outside Director Plan will continue to be governed by the respective plan’s terms and the terms of the specific award agreement, as applicable.

The maximum aggregate number of shares reserved and available for issuance under the 2016 Plan shall not exceed 2,750,000 shares plus any shares that become available for reissuance under the share counting provisions of the 2008 Plan following the effective date of the 2016 Plan, subject to adjustment as permitted under the 2016 Plan. Shares subject to any award that is canceled, forfeited, expires unexercised, settled in cash in lieu of common stock or otherwise terminated without a delivery of shares to a participant will again be available for awards under the 2016 Plan to the extent allowable by law. Under the 2016 Plan, awards may be made to employees, directors and consultants (for services rendered) of LSB or our subsidiaries subject to limitations as defined by the 2016 Plan.

The 2016 Plan will be administered by the compensation committee (the “Committee”) of our Board. Our Board or the Committee may amend the 2016 Plan, except that if any applicable statute, rule or regulation requires shareholder approval with respect to any amendment of the 2016 Plan, then to the extent so required, shareholder approval will be obtained. Shareholder approval will also be obtained for any amendment that would increase the number of shares stated as available for issuance under the 2016 Plan.

Stock Options – The Committee may grant either incentive stock options or non-qualified stock options. The Committee sets option exercise prices and terms, except that the exercise price of a stock option may be no less than 100% of the fair market value, as defined in the 2016 Plan, of the shares on the date of grant. At the time of grant, the Committee will have sole discretion in determining when stock options are exercisable and when they expire, except that the term of a stock option cannot exceed 10 years subject to certain conditions.

Stock Appreciation Rights (“SARs”) – The Committee may grant SARs as a right in tandem with the number of shares underlying stock options granted under the 2016 Plan or on a stand-alone basis. SARs are the right to receive payment per share of the SAR exercised in stock or in cash equal to the excess of the share’s fair market value, as defined in the 2016 Plan, on the date of exercise over its fair market value on the date the SAR was granted. Exercise of a SAR issued in tandem with stock options will result in the reduction of the number of shares underlying the related stock option to the extent of the SAR exercise.

Stock Awards, Restricted Stock, Restricted Stock Units, and Other Awards – The Committee may grant awards of restricted stock, restricted stock units, and other stock and cash-based awards, which may include the payment of stock in lieu of cash (including cash payable under other incentive or bonus programs) or the payment of cash (which may or may not be based on the price of our common stock).

Stock Incentive Plans - The following information relates to our long-term incentive plans:

Restricted Stock and Restricted Stock Units – During 2018, 2017, and 2016, the Committee approved various grants under the 2016 Plan of shares of restricted stock to certain executives and employees. Most of these shares vest at the end of each one-year period at the rate of one-third per year for three years while a portion of these grants vest 100% at the end of three years. The unvested restricted shares carry dividend and voting rights. Sales of these shares are restricted prior to the date of vesting. Pursuant to the terms of the underlying restricted stock agreements, unvested restricted shares will immediately vest upon the occurrence of a change in control (as defined by agreement), termination without cause or death. The unvested shares carry dividend and voting rights. Sales of these shares are restricted prior to the date of vesting.

During 2016, four employees surrendered a total of 280,000 shares of stock options previously granted under the 2008 Plan. These employees were also granted shares of restricted stock. These transactions were accounted for as modifications of stock awards. The total incremental fair value of these modified awards (additional compensation cost) was approximately $1.5 million and will be recognized on a straight-line basis over the requisite service period of three years.

During 2018, 2017 and 2016, the Committee approved the grant of shares of restricted stock units (“RSU”) to our non-employee directors for payment of a portion of their director fees under the 2016 Plan. Each RSU represents a right to receive one share of our common stock following the grant date and are non-forfeitable. Vesting occurs upon the earliest to occur: (i) the director’s separation from service, (ii) the third anniversary of the grant date, or (iii) the occurrence of a change of control as defined by the agreement. Based on terms of the RSU agreements, the grant date fair value was recognized as stock-based compensation expense (SG&A) on the grant date in 2018, 2017 and 2016.

On December 30, 2018, the Committee approved the grant of 210,602 shares of performance-based restricted stock (“PBRS”) to certain executives. However, key information to finalize the performance targets and range of vesting shares are based on projections which required approval from the Board. As the approval was obtained in early January, the grant date for financial reporting purposes is January 2019. Therefore, these PBRS shares are not reflected in the information below.

	Restricted Stocks					Restricted Stock Units
	Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value
Unvested restricted stock outstanding at beginning of year		1,189,473		$	7.51		43,764		$	11.42
Granted		369,350		$	5.47		35,511		$	5.28
Vested		(806,927	)	$	9.11		(10,941	)	$	11.42
Cancelled or forfeited		(12,431	)	$	6.20		—		$	—
Unvested restricted stock outstanding at end of year		739,465		$	7.79		68,334		$	8.23

	Restricted Stock
	2018			2017			2016
Shares of restricted stock granted		369,350			469,465			850,771
Total fair value of restricted stock granted	$	2,019,000		$	4,277,000		$	6,652,000
Weighted-average fair value per restricted stock granted during year	$	5.47		$	9.11		$	7.82
Stock-based compensation expense - Cost of sales	$	385,000		$	312,000		$	240,000
Stock-based compensation expense - SG&A (1)	$	7,574,000		$	3,987,000		$	2,773,000
Income tax benefit	$	(398,000	)	$	(1,659,000	)	$	(1,157,000	)
Total weighted-average remaining vesting period in years		1.78			1.95			2.41
Total fair value of restricted stock vested during the year	$	7,355,000		$	3,124,000		$	2,579,000

(1)

See Note 15-Related Party Transactions.

	Restricted Stock Units
	2018			2017			2016
Shares of restricted stock units granted		35,511			37,992			27,654
Total fair value of restricted stock unit granted	$	187,000		$	375,000		$	375,000
Weighted-average fair value per restricted stock unit granted during year	$	5.28		$	9.87		$	13.56
Stock-based compensation expense - SG&A	$	187,000		$	375,000		$	375,000
Income tax benefit	$	(34,000	)	$	(115,000	)	$	(144,000	)
Total weighted-average remaining vesting period in years		1.75			3.05			2.50
Total fair value of restricted stock vested during the year	$	125,000		$	250,000		$	—

Stock Options – No stock options have been granted under the 2016 Plan during 2018, 2017 or 2016. As it relates to stock options granted under the 2008 plan, the exercise price of the outstanding options granted were equal to the market value of our common stock at the date of grant and vest at the end of each one-year period at the rate of 16.5% per year for the first five years and the remaining unvested options will vest at the end of the sixth year. The fair value for of the stock options granted under the 2008 Plan were estimated, using an option pricing model, as of the date of the grant, which date was also the service inception date.

At December 31, 2018, the total stock-based compensation expense not yet recognized is $3,228,000, relating to non-vested restricted stock and stock options, which we will be amortizing (subject to adjustments for actual forfeitures) through the respective remaining vesting periods through December 2021.

					Stock Options Outstanding At December 31, 2018
Exercise Prices					Shares Outstanding		Weighted- Average Remaining Contractual Life in Years		Weighted- Average Exercise Price		Intrinsic Value of Shares Outstanding
$ 33.36						70,000		3.34	$	18.83		—
$ 34.50						54,000		1.27	$	15.02		—
$	33.36	-	$	34.50		124,000		4.61	$	33.85	$	—

					Stock Options Exercisable At December 31, 2018
Exercise Prices					Shares Outstanding		Weighted- Average Remaining Contractual Life in Years		Weighted- Average Exercise Price		Intrinsic Value of Shares Outstanding
$ 33.36						46,620		2.74	$	15.46		—
$ 34.50						54,000		1.57	$	18.52		—
$	33.36	-	$	34.50		100,620		4.31	$	33.98	$	—

Other – As of December 31, 2018, we have reserved 1.4 million shares of common stock issuable upon potential conversion of preferred stocks and equity awards pursuant to their respective terms.