In March 2010, stockholders approved the Company’s 2010 Stock Plan, which made available 200,000 shares of Common Stock to provide a long-term component to the Company’s total compensation package for its officers and to further align the interest of its officers with those of its stockholders. In March 2014, stockholders approved an amendment to increase the number of shares of Common Stock reserved for issuance under the 2010 Stock Plan from 200,000 shares to 500,000 shares and to allow the grant of shares of restricted stock to our directors. In March 2020, stockholders approved an amendment to increase the number of shares of Common Stock reserved for issuance under the 2010 Stock Plan to 750,000 shares. The 2010 Stock Plan, as amended, is designed to provide as much flexibility as possible for future grants of restricted stock so the Company can respond as necessary to provide competitive compensation in order to retain, attract and motivate officers of the Company and to align their interests with those of the Company’s stockholders.

In June 2010, the Company began awarding shares of the Company’s Common Stock as restricted stock (time-based) to certain officers. The restricted stock vests at the end of the vesting period and contains nonforfeitable rights to receive dividends and voting rights during the vesting period. The fair value of the shares was based on the closing price of the shares on their award date and will be recognized as compensation expense ratably over the vesting period. Upon vesting, shares are expected to be issued out of shares held in treasury or the Company’s authorized but unissued shares.

In December 2010, the Company also began awarding shares of the Company’s Common Stock, subject to certain share price performance standards (market-based), as restricted stock to certain officers. Vesting of these shares is based on the performance of the market price of the Common Stock over the vesting period. The fair value of the performance shares was estimated on the grant date using a Monte Carlo valuation model that factors in information, including the expected price volatility, risk-free interest rate and the probable outcome of the market condition, over the expected life of the performance shares. Compensation expense for the performance shares is a fixed amount determined at the grant date and is recognized over the vesting period regardless of whether performance shares are awarded at the end of the vesting period.

In May 2014, the Company also began awarding shares of the Company’s Common Stock as restricted stock (time-based) to its non-employee directors. The restricted stock vests annually. The fair value of the shares is based on the closing price of the shares on their award date and will be recognized as compensation expense ratably over the vesting period. Upon vesting, shares are expected to be issued out of shares held in treasury or the Company’s authorized but unissued shares.

In March of 2021, stockholders approved the PHX Minerals Inc. 2021 Long-Term Incentive Plan (the “LTIP”). The terms and conditions of awards granted under the Company’s 2010 Stock Plan prior to the LTIP are not affected by the adoption of the LTIP. The LTIP expressly prohibits the payment of dividends or dividend equivalents on any award before the date on which the award vests. Awards under the LTIP will be subject to any clawback or recapture policy that the Company may adopt from time to time or any clawback or recapture provisions set forth in an award agreement.

On January 5, 2021, the Company awarded 303,750 market-based shares of the Company’s Common Stock as restricted stock to certain officers. The restricted stock vests at the end of a three-year period and contains non-forfeitable rights to receive dividends and voting rights during the vesting period. The market-based shares that do not meet certain market performance criteria at a certain date are forfeited. The market-based shares had a fair value on their award date of $826,457. The fair value of the market-based awards will be recognized as compensation expense ratably over the vesting period. The fair value of the market-based shares on their award date is calculated by simulating the Company’s stock prices as compared to the S&P Oil & Gas Exploration & Production ETF (XOP) prices utilizing a Monte Carlo model covering the market performance period (December 18, 2020, through December 18, 2023).

On March 22, 2021, the Company awarded 125,000 time-based shares of the Company’s Common Stock as restricted stock to its non-employee directors. The shares issued as restricted stock contain voting rights during the vesting period but do not include the right to dividends prior to the stock vesting. The restricted stock vests on December 31, 2021. These time-based shares had a fair value on their award date of $396,252.

On March 2, 2022, the Company awarded shares of Common Stock in the form of time-based and market-based restricted stock to the directors, employees and officers of the Company. Non-employee directors received 138,249 time-based shares with a fair value on the award date of $387,095. These shares vest in December 2022. Officers were awarded 402,086 market-based shares with a fair value on their award date of $1,679,757. Upon vesting, the market-based shares that do not meet certain performance criteria are forfeited. Both employees and certain officers were also awarded 126,013 time-based shares with a fair value on the award date of $352,838. The shares issued to employees time-vest ratably over a three-year period ending in December 2024, and the shares awarded to the officers cliff vest at the end of a three-year period ending in December 2024. All shares awarded on March 2, 2022, have voting rights during the vesting period and do not include the right to dividends prior to vesting.

On April 1, 2022, the Company awarded shares of common stock in the form of time-based restricted stock to a new director. The non-employee director received 20,737 time-based shares with a fair value on the award date of $62,004. These shares vest in December of 2022, contain voting rights during the vesting period, and do not include the right to dividends prior to vesting.

Compensation expense for the restricted stock awards is recognized in G&A. Forfeitures of awards are recognized when they occur.

Upon vesting, shares are expected to be issued out of shares held in treasury and authorized but unissued shares.

A summary of the status of, and changes in, unvested shares of restricted stock awards is presented below:


	Market-Based Unvested Restricted Awards			Weighted Average Grant-Date Fair Value		Time-Based Unvested Restricted Awards			Weighted Average Grant-Date Fair Value		Performance-Based Unvested Restricted Awards			Weighted Average Grant-Date Fair Value
Unvested shares as of September 30, 2019		46,670		$	10.21		18,707		$	17.54		-		$	-

Granted		39,579			8.83		102,154			9.21		39,579			9.04
Vested		-			-		(20,410	)		13.35		-			-
Forfeited		(24,779	)		11.34		(9,929	)		13.93		(4,765	)		9.35
Unvested shares as of September 30, 2020		61,470		$	8.87		90,522		$	9.49		34,814		$	8.99

Granted		303,750			2.72		125,000			3.17		-			-
Vested		-			-		(9,860	)		14.08		-			-
Forfeited		(9,071	)		11.34		(2,562	)		13.00		-			-
Unvested shares as of September 30, 2021		356,149		$	3.56		203,100		$	5.33		34,814		$	8.99

Granted		402,086			4.18		284,999			2.81		-			-
Vested		-			-		(127,386	)		3.41		-			-
Forfeited		(17,585	)		8.16		(6,855	)		6.92		-			-
Unvested shares as of September 30, 2022		740,650			3.79		353,858			3.97		34,814			8.99