Share and Incentive-Based Compensation

Successor Share-Based Compensation

Omnibus Incentive Plan. Upon the Company’s emergence from bankruptcy, the Predecessor's share-based compensation awards were canceled and pursuant to terms of the Plan, the SandRidge Energy, Inc. 2016 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) became effective.

Persons eligible to receive awards under the Omnibus Incentive Plan include non-employee directors of the Company, employees of the Company or any of its affiliates, and certain consultants and advisors to the Company or any of its affiliates. The types of awards that may be granted under the Omnibus Incentive Plan include stock options, restricted stock, performance awards and other forms of awards granted or denominated in shares of Common Stock, as well as certain cash-based awards. At March 31, 2017, the Company had restricted stock awards, performance share units and performance units outstanding under the Omnibus Incentive Plan.

Restricted Stock Awards. The Successor Company’s restricted stock awards are valued based upon the market value of the Company’s Common Stock on the date of grant. During October 2016, awards for approximately 1.4 million shares of restricted stock awards were granted under the Omnibus Incentive Plan. These restricted shares will vest over a three-year period. In February 2017, awards for approximately 0.6 million shares were granted, which will vest over approximately a 2.5 year period. The Successor Company recognized share-based compensation expense related to its restricted stock awards of $3.6 million, net of $0.5 million capitalized, for the three-month period ended March 31, 2017. The following table presents a summary of the Successor Company’s unvested restricted stock awards.



	Number of Shares		Weighted Average Grant Date Fair Value
	(In thousands)
Unvested restricted shares outstanding at December 31, 2016	1,407		$	24.32
Granted	603		$	20.21
Vested	(177	)	$	24.32
Forfeited / Canceled	(55	)	$	23.81
Unvested restricted shares outstanding at March 31, 2017	1,778		$	22.94

As of March 31, 2017, the Successor Company’s unrecognized compensation cost related to unvested restricted stock awards was $35.2 million. The remaining weighted-average contractual period over which this compensation cost may be recognized is 2.5 years. The Successor Company’s restricted stock awards are equity-classified awards.

Performance Share Units. In February 2017, the Company granted performance share units which vest upon completion of the performance period of January 1, 2017 through June 30, 2019 and will be settled in Common Stock, up to a maximum of approximately 0.4 million shares of Common Stock, provided the required performance measures are met. The shares are valued based on one share of the Company Common Stock per performance share unit as awarded based on the Company performance relative to performance and market conditions. The Company’s performance share units are equity-classified awards. There was no significant activity related to the Company’s outstanding unvested performance share units during the three-month period ended March 31, 2017.

Successor Incentive-Based Compensation

Performance Units. In October 2016, the Company granted performance units which will vest over a three-year period and will be settled in cash, provided the required performance measures are met. The performance units were issued at a value of $100 each and the value at vesting will be determined by the annual scorecard final score. The Company’s performance units are liability-classified awards. There was no significant activity related to the Company’s outstanding unvested performance units during the three-month period ended March 31, 2017.

Predecessor Share-Based Compensation

Restricted Common Stock Awards. The Predecessor Company’s restricted common stock awards generally vested over a four-year period, subject to certain conditions, and were valued based upon the market value of the Company’s common stock on the date of grant. For the three-month period ended March 31, 2016, the Company recognized share-based compensation expense of $7.4 million, net of $0.6 million capitalized, which included $5.3 million for the accelerated vesting of 1.3 million restricted common stock awards related to the Predecessor Company’s reduction in workforce during the first quarter of 2016. There was no significant activity related to the Predecessor Company’s then-outstanding performance units and performance share units during the three-month period ended March 31, 2016. The following table presents a summary of the Predecessor Company’s unvested restricted stock awards.



	Number of Shares		Weighted-Average Grant Date Fair Value
	(In thousands)
Unvested restricted shares outstanding at December 31, 2015	5,626		$	4.85
Granted	—		$	—
Vested	(2,279	)	$	6.15
Forfeited / Canceled	(107	)	$	6.25
Unvested restricted shares outstanding at March 31, 2016	3,240		$	3.89