
	Share-Based Compensation						Unrecognized Compensation Cost as of December 31, 2021

	2021		2020		2019
Carry Unit Plan	$	804	$	10,036	$	54,614	$	—
Awards issued pursuant to LTIP:
Stock Options	87,697		98,380		44,464		153,457
Performance Stock Units	8,675		14,395		—		44,650
Restricted Share Units	1,120		2,276		6,460		106,877
	$	98,296	$	125,087	$	105,538	$	304,984

Certain employees of the Company and its affiliates received awards of units in a carry unit plan of Neptune Management LP, an entity which has an ownership interest in Neptune LP. The awards generally vested as follows: 50% on the second anniversary of June 21, 2016 or December 21, 2015 ("Base Date"), 25% on the third anniversary of the Base Date, and 25% on the fourth anniversary of the Base Date. The Company measures the cost of employee services received in exchange for carry units based on the fair value of the award at grant date.

Beginning on the fourth anniversary of the Base Date, the holders of carry units had an annual opportunity (a period of sixty days determined by the administrator of the plan) to sell their units back to Neptune Holding US GP LLC (or affiliate, including the Company, designated by Neptune Holding US GP LLC). Accordingly, the carry units are


	Number of Time Vesting Awards	Number of Performance Based Vesting Awards	Weighted Average Grant Date Fair Value










Balance, December 31, 2018	83,575,000	10,000,000	$	1.14
Vested	(42,618,750)	—	0.83
Converted to restricted shares	—	(10,000,000)	0.37
Forfeited	(3,437,500)	—	0.84
Balance, December 31, 2019	37,518,750	—	2.35
Vested	(30,431,250)	—	2.20
Forfeited	(212,500)	—	0.56
Balance, December 31, 2020	6,875,000	—	3.41
Vested	(6,875,000)	—	3.41
Balance, December 31, 2021	—	—

In connection with Altice USA's IPO, the Company adopted the Altice USA 2017 Long Term Incentive Plan (the "2017 LTIP"). Under the 2017 LTIP, the Company may grant awards of options, restricted shares, restricted share units, stock appreciation rights, performance stock, performance stock units and other awards. Under the 2017 LTIP, awards may be granted to officers, employees and consultants of the Company or any of its affiliates. The 2017 LTIP is administered by Altice USA's Board of Directors (the "Board"), subject to the provision of the stockholders' agreement. The Board has delegated its authority to the Company's Compensation Committee. The Compensation Committee has the full power and authority to, among other things, select eligible participants, to grant awards in accordance with the 2017 LTIP, to determine the number of shares subject to each award or the cash amount payable in connection with an award and determine the terms and conditions of each award.

In November 2018, the Board and the Company's stockholders holding a majority of the voting power of its capital stock approved an amendment to the 2017 LTIP, which increased the maximum aggregate number of shares that may be issued for all purposes under the Plan to 19,879,291. In June 2020, stockholders of the Company approved an increase to the number of shares authorized for issuance under the LTIP by 35,000,000 shares to 54,879,291 and approved the extension of the term to June 10, 2030. The Board has the authority to amend, suspend, or terminate the 2017 LTIP. No amendment, suspension or termination will be effective without the approval of the Company's stockholders if such approval is required under applicable laws, rules and regulations.

Options outstanding under the 2017 LTIP Plan either (i) cliff vest on the third anniversary of the date of grant, (ii) vest over 3 years in annual increments of 33-1/3%, or (iii) vest over 4 years, where 50% vest on the second anniversary, 25% on the third anniversary and 25% on the fourth anniversary of the date of grant. The option awards generally are subject to continued employment with the Company, and expire 10 years from the date of grant. Performance based option awards vest upon achievement of performance criteria.


	Shares Under Option		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)
	Time Vesting	Performance Based Vesting				Aggregate Intrinsic Value (a)



Balance at December 31, 2018	11,230,168	73,639	$	17.50	9.47	$	—
Granted	3,677,076	—	23.88
Exercised	(184,147)	—	17.43
Forfeited	(639,356)	(73,639)	18.42
Balance at December 31, 2019	14,083,741	—	19.12		8.74	112,915
Granted	26,569,892	—	28.41
Exercised	(824,227)	—	17.46
Forfeited	(2,767,260)	—	23.05
Balance at December 31, 2020	37,062,146	—	25.52		8.69	457,608
Granted (b)	18,192,257	—	16.87
Exercised	(1,368,156)	—	17.47
Forfeited and Cancelled	(2,887,431)	—	28.02
Balance at December 31, 2021	50,998,816	—	22.51		8.29	6,801
Options exercisable at December 31, 2021	19,211,882	—	24.37		6.96	—

The Company calculated the fair value of each option award on the date of grant using the Black-Scholes valuation model. The Company's computation of expected life was determined based on the simplified method (the average of the vesting period and option term) due to the Company's lack of recent historical data for similar awards. The interest rate for periods within the contractual life of the stock option was based on interest yields for U.S. Treasury instruments in effect at the time of grant. The Company's computation of expected volatility was based on historical volatility of its common stock and the expected volatility of comparable publicly-traded companies who granted options that had similar expected lives.

The weighted-average fair values of stock option awards granted during the years ended December 31, 2021, 2020 and 2019 were $6.42, $7.82 and $7.93, respectively. The following weighted-average assumptions were used to calculate these fair values:

In January 2020, certain employees of the Company were granted performance stock units ("PSUs"). Each PSU gives the employee the right to receive one share of Altice USA class A common stock, upon achievement of a specified

stock price hurdle. The PSUs will be forfeited if the applicable performance measure is not achieved prior to January 29, 2026 or if the employee does not continue to provide services to the Company through the achievement date of the applicable performance measure.

As of December 31, 2021, the Company had 6,361,894 PSUs outstanding, net of 1,114,113 forfeited units in 2021. The PSUs have a weighted average grant date fair value of $10.65 per unit. As of December 31, 2021, the unrecognized compensation cost related to outstanding PSUs is expected to be recognized over a weighted-average period of approximately 4.1 years.

In June 2019, the Company granted restricted share units to certain employees pursuant to the 2017 LTIP. The majority of these awards vest over 4 years, where 50% vest on the second anniversary, 25% on the third anniversary and 25% on the fourth anniversary of the date of grant. The remaining awards vest monthly over a four year period. The grant date fair value of these awards aggregated $27,013.

In December 2021, the Company granted 6,621,639 restricted share units to certain employees pursuant to the 2017 LTIP with an aggregate fair value of $107,469 ($16.23 per share) which will be expensed over the vesting period. Most of these awards vest over three years in 33-1/3% annual increments.

In the third quarter of 2021, Lightpath Management Incentive Aggregator LLC ("LMIA") established a Management Incentive Plan (the "Lightpath Plan") for the benefit of employees of Lightpath by issuing equity interests in LMIA which holds an equivalent number of equity interests in Lightpath Holdings LLC (“Holdings”), the parent of Lightpath. These equity interests allow employees to participate in the long-term growth of Lightpath. The Lightpath Plan provides for an aggregate of 650,000 Class A-1 management incentive units and 350,000 Class A-2 management incentive units for issuance.

As of December 31, 2021, 433,225 Class A-1 management incentive units and 211,715 Class A-2 management incentive units ("Award Units") granted to certain employees of Lightpath were outstanding. Vested units will be redeemed upon a partial exit, a change in control or the completion of an initial public offering, as defined in the Holdings LLC agreement. The grant date fair value of the Award Units granted and outstanding aggregated $28,200 and will be expensed in the period in which a partial exit or a liquidity event is consummated.