16.	S HARE BASED COMPENSATION

ur employees and non-employee directors participate in the Amended and Restated

2014

Equity Participation Plan of Civeo Corporation (the Civeo Plan). The Civeo Plan authorizes our Board of Directors and the Compensation Committee of our Board of Directors to approve grants of options, awards of restricted shares, performance awards and dividend equivalents, awards of deferred shares, and share payments to our employees and non-employee directors.

more than

14.0

million Civeo common shares

may

be awarded under the Civeo Plan.

hare-based compensation expense recognized in the years ended

December

31,

2017,

2016

and

2015

totaled

$15.4

million,

$9.9

million and

$5.6

million, respectively. Share-based compensation expense is reflected in Selling, general and administrative (SG&A) expense in our consolidated statements of operations. The total income tax benefit recognized in the consolidated statements of operations for share based compensation arrangements was approximately zero, $

0.6

million and $

0.3

million for the years ended

December 31, 2017,

2016

and

2015,

respectively.

Options

to Purchase Common Shares

options were awarded in

2017,

2016

2015.

The following table presents the changes in stock options outstanding and related information for our employees during the years ended

December 31, 2017,

2016

and

2015:

	Options			Weighted Average Exercise Price Per Share		Weighted Average Contractual Life (Years)		Intrinsic Value (Thousands)
Outstanding Options at December 31, 2014		532,926		$	11.03		3.4	$	66,130
Granted		--			--
Exercised		(137,771	)		3.63
Forfeited / Expired		(4,821	)		16.43
Outstanding Options at December 31, 201 5		390,334		$	13.58		3.5	$	--
Granted		--			--
Exercised		--			--
Forfeited / Expired		(224,448	)		10.33
Outstanding Options at December 31, 201 6		165,886		$	17.98		4.6	$	--
Granted		--			--
Exercised		--			--
Forfeited / Expired		(20,085	)		18.10
Outstanding Options at December 31, 201 7		145,801		$	17.97		4.5	$	--

Exercisable Options at December 31, 201 6		145,804		$	17.67		4.4	$	--
Exercisable Options at December 31, 201 7		139,491		$	17.79		4.2	$	--

The

total intrinsic value of options exercised by our employees during

2017,

2016

and

2015

was

zero

and less than

$100,000,

respectively. The tax benefits realized for the tax deduction from options exercised during

2017,

2016

and

2015

totaled zero,

zero

and less than

$100,000,

respectively.

December 31,

201

unrecognized compensation cost related to options was less than

$100,000,

which is expected to be recognized over a weighted average period of less than

year.

The following table summariz

es information for outstanding options of our employees at

December

31,

2017:

			Options Outstanding						Options Exercisable
Range of Exercise Prices			Number Outstanding as of December 31, 201 7		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable as of December 31, 201 7		Weighted Average Exercise Price

$16.43				63,142		3.13	$	16.43		63,142	$	16.43
$17.48				29,849		5.14	$	17.48		29,849	$	17.48
$18.43				27,553		4.13	$	18.43		27,553	$	18.43
$21.87				25,257		6.14	$	21.87		18,947	$	21.87
$16.43	-	$21.87		145,801		4.25	$	17.97		139,491	$	17.79

Restricted S

hare

Awards

/ Deferred S

hare

Awards

The following table presents the changes in

restricted share and deferred share awards outstanding and related information for our employees during the years ended

December 31, 2017,

2016

and

2015:

	Nu mber of Awards			Weighted Average Grant Date Fair Value Per Share
Nonvested shares at December 31, 2014		576,882		$	19.78
Granted		1,208,642			3.61
Vested		(248,215	)		18.17
Forfeited		(223,745	)		7.54
Nonvested shares at December 31, 201 5		1,313,564		$	7.29
Granted		584,283			1.64
Vested		(526,628	)		8.15
Forfeited		(72,847	)		7.04
Nonvested shares at December 31, 201 6		1,298,372		$	4.41
Granted		1,655,067			3.14
Vested		(733,147	)		4.19
Forfeited		(49,968	)		3.43
Nonvested shares at December 31, 201 7		2,170,324		$	3.54

The weighted average grant date fair value per share for restricted s

hare and deferred share awards granted during

2017,

2016

and

2015

was

$3.14,

$1.64

and

$3.61,

respectively. The total fair value of restricted share and deferred share awards vested during

2017,

2016

and

2015

was

$2.0

million,

$0.6

million and

$0.9

million, respectively. At

December 31, 2017,

unrecognized compensation cost related to restricted share and deferred share awards was

$4.5

million, which is expected to be recognized over a weighted average period of

1.7

years.

Phantom Share Awards

Each phantom s

hare award is equal in value to

one

common share. Upon vesting, each recipient will receive a lump sum cash payment equal to the fair market value of a common share on the respective vesting date. These awards are accounted for as a liability that is remeasured at each reporting date until paid.

The following table presents the changes in phantom share awards outstanding and related information for our employees during the years ended

December 31,

201

2016

and

2015:

	Nu mber of Awards
Nonvested shares at December 31, 2014		432,881
Granted		1,920,451
Vested		(202,284	)
Forfeited		(352,848	)
Nonvested shares at December 31, 201 5		1,798,200
Granted		6,831,957
Vested		(608,230	)
Forfeited		(1,751,963	)
Nonvested shares at December 31, 201 6		6,269,964
Granted		750,525
Vested		(2,207,589	)
Forfeited		(263,161	)
Nonvested shares at December 31, 201 7		4,549,739

December 31, 2017,

the balance of the liability for the phantom share awards was

$5.3

million.

For the years ended

December 31, 2017,

2016

and

2015,

we made phantom share cash payments of

$7.1

million,

$0.5

million and

$0.8

million, respectively. At

December 31, 2017,

unrecognized compensation cost related to phantom shares was

$7.1

million, as remeasured at

December 31, 2017,

which is expected to be recognized over a weighted average period of

1.3

years. The weighted average grant date fair value of phantom shares granted during the years ended

December 31, 2017,

2016

and

2015

was

$3.27,

$0.91

and

$3.68,

respectively.

erformance

Share Awards

February 21, 2017,

we granted

762,497

performance awards under the Civeo Plan, which cliff vest in

three

years on

February 21, 2020.

These awards will be earned in amounts between

and

200%

of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative total shareholder return (TSR) rank among a peer group of

other companies. The awards are being accounted for as equity awards, with a fair value of

$5.20

calculated as of

February 21, 2017.

February 23, 2016,

we granted

2,400,606

performance awards under the Civeo Plan, which cliff vest in

three

years on

February 23, 2019.

These awards will be earned in amounts between

and

200%

of the participant’s target performance share award, based on the payout percentage associated with Civeo’s relative TSR rank among a peer group of

other companies. Shareholder approval to grant these awards as equity awards to be settled in shares was obtained on

May 12, 2016.

Accordingly, the awards are being accounted for as equity awards, with a fair value of

$3.18

calculated as of

May 12, 2016.

The fair value of each

performance award was estimated using a Monte Carlo simulation pricing model that uses the assumptions noted in the following table. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the performance share at the time of grant. The dividend yield on our common shares was assumed to be

zero

since we do

not

currently pay dividends. The expected market price volatility of our common shares was based on an estimate that considers the historical and implied volatility of our common shares as well as a peer group of companies over a time period equal to the expected term of the option. The initial TSR performance was based on historical performance of our common shares and the peer group’s common shares.

	2017			2016
Risk-free weighted interest rate		1.50	%		0.92	%
Expected volatility		90.0	%		90.0	%
Initial TSR		0.04	%		93.7	%

The followi

ng table presents the changes in performance awards outstanding and related information for our employees during the year ended

December 31, 2017

and

2016:

	Number of Awards			Weighted Average Grant Date Fair Value Per Share
Nonvested shares at December 31, 2015		--		$	--
Granted		2,400,606			3.18
Vested		--			--
Forfeited		(448,922	)		3.18
Nonvested shares at December 31, 2016		1,951,684		$	3.18
Granted		762,497			5.20
Vested		--			--
Forfeited		(38,699	)		3.64
Nonvested shares at December 31, 2017		2,675,482		$	3.75

During the year

s ended

December 31 2017

and

2016,

we recognized compensation expense associated with performance awards totaling

$3.0

million and

$1.9

million. At

December 31, 2017,

unrecognized compensation cost related to performance awards was

$5.0

million, which is expected to be recognized over a weighted average period of

1.7

years.