As noted in Note 2 – Emergence from Voluntary Reorganization under Chapter 11, our outstanding equity interests were cancelled as of the Emergence Date and new Class A common stock was issued to settle claims arising as a result of holding either the 7.125% Notes or the 7.750% Notes. As a result of the consummation of the Plan, restricted stock units issued prior to the fresh start accounting date under our stock incentive plans were cancelled for zero consideration. The balance sheet effect of the cancellation is noted in Note 3 – Fresh Start Accounting.

On June 1, 2021, our Board of Directors (the “Board”) and the Compensation Committee of the Board (the “Compensation Committee”) approved and adopted our Management Incentive Plan (“MIP”), which provides for the grant of share-based and cash-based awards and, in connection therewith, the issuance from time to time of up to 1,999,869 shares of our Class B common stock, par value $0.01 per share.

Total stock-based compensation expense and the associated tax benefits during the Successor Period are as follows (in thousands):


	Successor
	For the Period February 3, 2021 through December 31, 2021
Restricted stock awards	$	2,071
Restricted stock units		639
Cash-based PSUs (1)		(1,268	)
Total compensation expense		1,442
Related income taxes		(335	)
Total compensation expense, net of income taxes	$	1,107

(1)

The PSU's related to the performance period ended December 31, 2021 were canceled due to not achieving the required performance.

On June 1, 2021, the Board and the Compensation Committee approved the forms of restricted stock award agreements for (i) employee participants (the “Employee Restricted Stock Award Agreement”) and (ii) non-employee directors (the “Director Restricted Stock Award Agreement”).

On June 2, 2021, the Board and the Compensation Committee approved the issuance of 113,840 shares of restricted stock (76,269 shares of restricted stock after giving effect to tax withholding) of Class B common stock under the MIP to certain of our non-employee directors and officers (the “Restricted Stock Awards”). Upon issuance of the Restricted Stock Awards, we immediately vested and retired 35,571 shares which were withheld for taxes. The Restricted Stock Awards will vest over a period of three years, subject to earlier vesting and forfeiture on terms and conditions set forth in the applicable award agreement. The fair value of the Restricted Stock Awards was estimated to be $39.53 per share as of the date of grant. The unamortized estimated grant date fair value as of December 31, 2021 was approximately $2.4 million.

During the third quarter of 2021, the Board and the Compensation Committee approved the issuance of $2.0 million in restricted stock units which will be convertible into Class B common stock upon vesting (the “Restricted Stock Units”). These Restricted Stock Units will vest over a period of 18 months, subject to earlier vesting and forfeiture on terms and conditions set forth in the applicable award agreement. The fair value of the Restricted Stock Units was estimated to be $39.53 per share as of the date of grant. The unamortized estimated grant date fair value as of December 31, 2021 was approximately $1.4 million.

We maintain a defined contribution profit sharing plan for employees who have satisfied minimum service requirements. Employees may contribute up to 75% of their eligible earnings to the plan subject to the contribution limitations imposed by the Internal Revenue Service. We provide a nondiscretionary match of 100% of an employee’s contributions to the plan, up to 4% of the employee’s salary. We made contributions of $2.6 million, $0.4 million, $6.2 million and $10.5 million during the Successor Period, Predecessor Period and in 2020 and 2019, respectively.

We have a supplemental executive retirement plan (“SERP”). The SERP provides retirement benefits to our executive officers and certain other designated key employees. The SERP is an unfunded, non-qualified defined contribution retirement plan, and all contributions under the plan are unfunded credits to a notional account maintained for each participant. Prior to January 1, 2020, under the SERP, we made annual contributions to a retirement account based on age and years of service. The participants in the plan received contributions ranging from 5% to 35% of salary and annual cash bonus, which totaled $0 million, $1.1 million and $1.2 million during 2020, 2019 and 2018, respectively. We made payments to eligible participants in the SERP of $3.4 million during the Successor Period, and made payments to eligible participants of $2.3 million in 2019. No payments were made during the Predecessor Period or during 2020.

On September 28, 2020, the Board of Directors of the Predecessor approved the implementation of a Key Employee Retention Program (“KERP”), which was designed to retain key employees in their current roles over the near term while providing them with financial stability. KERP payments were in lieu of any outstanding unvested awards under our long-term equity-based incentive plans (other than any cash-based performance units (which we refer to as PSUs) any annual bonuses that would otherwise be payable to the KERP participants. The KERP provided for one-time retention payments equal to approximately $7.3 million in the aggregate to our six executive officers, including our named executive officers. The KERP further provided for approximately $2.4 million of retention payments to other non-executive employees.

We were authorized to grant restricted stock units, stock options, performance share units and other cash and stock awards as part of its Long-Term Incentive Program (LTIP). Total stock-based compensation expense is reflected in general and administrative expenses in the consolidated statements of operations. Total stock-based compensation expense and the associated tax benefits are as follows (in thousands):


	Predecessor
				Year ended December 31,
	For the Period January 1, 2021 through February 2, 2021			2020			2019
Stock options	$	-		$	94		$	2,743
Restricted stock units		1,170			4,144			15,716
Cash restricted stock units		-			(56	)		298
Cash-based PSUs		78			(1,554	)		935
Total compensation expense		1,248			2,628			19,692
Related income taxes		(60	)		(610	)		(4,569	)
Total compensation expense, net of income taxes	$	1,188		$	2,018		$	15,123

Stock option grants generally vested in equal installments over three years and expired in ten years from the grant date. Non-vested stock options were generally forfeited upon termination of employment. Compensation expense for stock option grants was recognized based on the fair value at the date of grant using the Black-Scholes-Merton option pricing model. Historical data, among other factors, was used to estimate the expected volatility and the expected life of the stock options. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant for the expected life of the stock option. The dividend yield was based on our historical and projected dividend payouts.

We did not grant any stock options during the Predecessor Period or the year ended December 31, 2020. The weighted average fair values of stock options granted in 2019 was $24.60 and was based on a risk free interest rate of 2.57%, an expected life of 6 years and

an expected volatility of 56.62%. As of December 31, 2020, 468,247 stock options were outstanding and exercisable at a weighted average option price of $156.97. As discussed above, all stock options were canceled for no consideration at the Emergence Date.

RSUs granted as part of the LTIP generally vested in equal annual installments over three years. At December 31, 2020, 134,236 non-vested RSUs were outstanding at a weighted average grant date fair value of $80.27. During the Predecessor Period, 48,903 RSU's vested, and we recognized approximately $1.0 million in Reorganization items, net associated with the remaining RSUs, which were either forfeited or canceled for no consideration at the Emergence Date.

As part of our LTIP, PSUs were issued providing for a three year performance period. At December 31, 2020, there were 210,398 PSUs outstanding (96,522 and 113,876 related to performance periods ending December 31, 2020 and 2021, respectively). The 2020 PSU grants (related to performance periods ending December 31, 2022) were surrendered as a condition to participation in the KERP. During the Successor Period, payments of approximately $4.0 million were made related to the performance period ended December 31, 2020 and the PSU's related to the performance period ended December 31, 2021 were canceled due to not achieving the required performance.

The Nonqualified Deferred Compensation Plan (“NQDC Plan”) provides an income deferral opportunity for executive officers and certain senior managers who qualified for participation. Participants in the NQDC Plan could make an advance election each year to defer portions of their base salary, bonus and other compensation. Payments made to participants are based on their enrollment elections and plan balances. No deferrals were elected for 2021. We have not had enrollment periods for the NQDC since 2019.

Our Employee Stock Purchase Plan (“ESPP”) terminated in accordance with its terms in 2019. Prior to termination, eligible employees were allowed to purchase shares of common stock at a discount during six month offering periods beginning on January 1st and July 1st of each year and ending on June 30 and December 31 of each year, respectively. During 2019, 532,292 shares were issued in connection with the ESPP. Cash received from participants totaled $0.7 million and we recognized compensation expense of $0.1 million.