On May 14, 2019, the stockholders of the Company approved the Basic Energy Services, Inc. 2019 Long Term Incentive Plan (the “LTIP”) to succeed the Basic Energy Services, Inc. Management Incentive Plan (the “MIP”). The LTIP became effective on May 14, 2019, and replaced the MIP. A total of 681,657 shares of the Company’s common stock are reserved for issuance pursuant to the LTIP. No further awards will be granted under the MIP.

During the nine month period ended September 30, 2019, and 2018, compensation expenses related to share-based arrangements under the MIP and the LTIP, including restricted stock, restricted stock units and stock option awards, were approximately $7.8 million and $22.0 million, respectively.

During the three months ended September 30, 2019, and 2018, compensation expenses related to share-based arrangements under the MIP and LTIP, including restricted stock, restricted stock units and stock option awards, were approximately $1.2 million and $5.6 million, respectively. The decrease in compensation expense is primarily related to forfeiture credits in Q3 2019 related to an executive resignation.

At September 30, 2019, there was $5.8 million unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the MIP. That cost is expected to be recognized over a weighted average period of 2.1 years.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. Stock options granted under the MIP and the LTIP expire ten years from the date they are granted, and vest over a three-year service period. Total expenses related to stock options in three and nine month periods ended September 30, 2019, were approximately $0.8 million and $2.4 million, respectively. Stock option expenses for the three and nine months ended September 30, 2018, were $0.8 million, $3.5 million, respectively. Future expense for all options is expected to be approximately $0.5 million in total through February 2020.


				Weighted
				Average
		Weighted		Remaining	Aggregate
	Number of	Average		Contractual	Intrinsic
	Options	Exercise		Term	Value
Non-statutory stock options:	Granted	Price		(Years)	(000's)
Outstanding, beginning of period	595,736	$	39.23
Options granted	—	—
Options forfeited	(6,474)	$	40.12
Options exercised	—	—
Options expired	(77,704)	$	39.30
Outstanding, end of period	511,558	$	39.23	7.3	$—
Exercisable, end of period	341,052	$	39.23	7.3	$—
Vested or expected to vest, end of period	170,506	$	39.23	7.3	$—

A summary of the status of Basic’s non-vested restricted stock units at September 30, 2019, and changes during the nine months ended September 30, 2019, are presented in the following table:


		Weighted Average
	Number of	Grant Date Fair
Non-vested Units	Restricted Stock Units	Value Per Unit
Non-vested at beginning of period	191,302	$	16.59
Granted during period	653,160	2.53
Vested during period	(73,976)	16.17
Forfeited during period	(148,560)	5.78
Non-vested at end of period	621,926	$	1.28

Valuation of time vesting restricted stock units for all periods presented is equal to the quoted market price for the shares on the date of the grant. The total fair value of time-vesting restricted stock units vested in nine months ended September 30, 2019 and 2018, was $299,000 and $474,000, respectively, and is measured as the quoted market price of the Company’s common stock on the vesting date for the number of shares vested.

A summary of the status of Basic’s non-vested performance-based grants at September 30, 2019, and changes during the nine months ended September 30, 2019, are presented in the following table:


		Weighted Average
	Number of	Grant Date Fair
Non-vested Units	Performance Stock Units	Value Per Unit
Non-vested at beginning of period	682,985	$	27.27
Granted during period	—	—
Vested during period	(218,541)	36.33
Forfeited during period	(138,019)	28.66
Non-vested at end of period	326,425	$	25.63

The total fair value of performance-based restricted stock units vested during the nine months ended September 30, 2019, and 2018 was $1.0 million and $5.4 million, respectively, and was measured as the quoted market price of the Company’s common stock on the vesting date for the number of shares vested.

On May 15, 2019, the Board made grants of time-based restricted stock awards representing an aggregate 120,000 shares of common stock of the Company to non-employee members of the Board. These grants are subject to vesting fully on the first anniversary of the grant date and are subject to accelerated vesting under certain circumstances.

In the second quarter of 2019, the Board also made grants of time-based restricted stock awards representing an aggregate 533,160 shares of common stock of the Company to certain members of management. These grants are subject to vesting over a three-year period and are subject to accelerated vesting under certain circumstances.

The total fair value of restricted stock awards vested during the nine months ended September 30, 2019, and 2018 was $33,000 and $77,000, respectively, and was measured as the quoted market price of the Company’s common stock on the vesting date for the number of shares vested.

On March 21, 2019, the Compensation Committee of the Board approved grants of phantom restricted stock awards to certain key employees. Phantom shares are recorded as a liability at their current market value and are included in other current liabilities. The aggregate number of phantom shares issued on March 22, 2019, was 370,350. These grants remain subject to vesting annually in one-third increments over a three-year period, with the first portion vesting on March 22, 2020, and are subject to accelerated vesting in certain circumstances. Total expense related to phantom stock granted to key employees in nine-month periods ended September 30, 2019 and 2018, was approximately $114,000 and $596,000, respectively.

On May 15, 2019, the Compensation Committee of the Board made grants of phantom restricted stock to certain members of management. The aggregate number of phantom shares issued on May 15, 2019 to certain members of management was 524,160. These grants remain subject to vesting annually in one-third increments over a three-year period, with the first portion vesting on May 15, 2020, and are subject to accelerated vesting in certain circumstances. Total expense related to this grant in nine-month period ended September 30, 2019, was approximately $123,000.

On May 15, 2019, the Compensation Committee of the Board made grants of phantom restricted stock to non-employee members of the Board. The number of phantom shares issued on May 15, 2019 to non-employee members of the Board was 54,000. These grants remain subject to vesting fully on the first anniversary of the grant date, and are subject to accelerated vesting in certain circumstances. Total expense related to this grant in nine-month period ended September 30, 2019 was approximately $35,000.

In the second quarter of 2019, the Compensation Committee of the Board approved grants of phantom performance-based restricted stock to certain members of management. The performance-based phantom stock awards are tied to Basic’s achievement of total stockholder return (“TSR”) relative to the TSR of a peer group of energy services companies over the performance period. The number of phantom shares to be issued will range from 0% to 150% of the 1,069,320 target number of phantom shares. Any phantom shares earned at the end of the performance period will then remain subject to vesting in one-half increments on May 15, 2021, and 2022 (subject to accelerated vesting in certain circumstances). Phantom shares are recorded as a liability at fair value calculated using a Monte Carlo valuation and are included in other current liabilities. Total expense related to performance-