Note 10 — Share-based Compensation

As discussed in Note 3 – Merger, the stockholders of the Company approved the issuance of Additional Shares upon the achievement of the Additional Share Milestones. In aggregate, 2,429,396 shares and 287,388 Additional Shares will be awarded to management and consultants, respectively, upon the achievement of the Additional Share Milestones.

In addition, in connection with the Merger, the stockholders of the Company also approved the issuance of restricted shares of our common stock to certain employees and consultants (“Restricted Shares”) in an amount based on the number of shares of common stock outstanding at the time of achieving each of the following milestones. In aggregate, we estimate that total Restricted Shares to be issued and to vest upon achievement of the milestones below to employees and consultants are 3,832,682 shares and 1,453,776 shares, respectively, with vesting percentage by milestone as follows:

Milestone 1 — 6.25% upon the execution by the Company of a final agreement with an engineering, procurement and construction contractor for an LNG facility.

Milestone 2 — 25.00% upon the execution of one or more binding LNG sale and purchase or tolling agreements, with customary conditions precedent, providing for an aggregate of at least 3.825 million tons per annum.

Milestone 3 — 68.75% upon reaching a positive final investment decision for the Terminal.

On December 15, 2017, the Company’s stockholders approved the 2017 Omnibus Incentive Plan (the “2017 Plan”) and the 2017 Plan became effective by its terms on such date. A total of 5,262,461 shares are reserved for issuance under the 2017 Plan.

Total share-based compensation consisted of the following (in thousands):


	Year ended
	December 31,
	2017		2016		2015
Share-based compensation:
Equity awards	$	19,754	$	—	$	—
Liability awards		4,402		—		—
Total share-based compensation		24,156		—		—
Capitalized share-based compensation		(1,463)		—		—
Total share-based compensation expense	$	22,693	$	—	$	—

The total unrecognized compensation costs at December 31, 2017 relating to equity-classified awards and liability-classified awards were $48.5 million and $9.6 million, respectively, which are expected to be recognized over a weighted average period of 1.2 years.

The Additional Shares, Restricted Shares, and shares granted under the 2017 Plan represent restricted stock awards. Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with the Company prior to the lapse of the restrictions. Restricted stock awards vest based on service conditions and/or performance conditions. The amortization of the value of restricted stock grants is accounted for as a charge to compensation expense, or capitalized, depending on the nature of the services provided by the employee, with a corresponding increase to additional-paid-in-capital over the requisite service period.

Grants of restricted stock to employees and non-employee directors that vest based on service and/or performance conditions are measured at the closing quoted market price of our common stock on the grant date. For restricted stock awards granted to non-employees that vest based on service and/or performance conditions, we record compensation cost equal to the fair value of the award at the measurement date, which is determined to be the earlier of the performance commitment date or the service completion date. In addition, compensation cost for unvested restricted stock awards to non-employees is adjusted quarterly for any changes in our stock price.

The table below provides a summary of our restricted stock outstanding as of December 31, 2017 and changes during the year ended December 31, 2017 (in thousands, except for per share information):


	Shares		Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2017		—	$	—
Granted		9,104		10.15
Vested		—		—
Forfeited		—		—
Non-vested at December 31, 2017		9,104	$	10.15