Note 6 - Stock-Based Compensation

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

6. Stock-Based Compensation

The Company maintains the 1998 Stock Option Plan (“1998 Plan”), the 2006 Stock Plan (“2006 Plan”) and the 2011 Employee Stock Purchase Plan (“2011 ESPP”). In connection with the acquisition of Fidelity, the Company assumed the Fidelity 2004 Long Term Incentive Plan and 2005 Long Term Incentive Plan (the “Fidelity Plans”). No additional options may be granted under the 1998 Plan or the Fidelity Plans.

The 2006 Plan provides for the issuance of awards of incentive stock options, non-qualifying  stock options, restricted stock and stock appreciation rights to selected key employees and members of the Board. As amended, 1,815,000 shares of common stock are subject to issuance pursuant to awards under the 2006 Plan. Stock options and restricted stock awards are made with an exercise price equal to the average of the high and low price of the Company’s shares at the date of grant.

For awards that are service based, compensation expense is being recognized over the service (vesting) period based on fair value, which for stock option grants is computed using the Black-Scholes model, and for restricted stock awards is based on the average of the high and low stock price of the Company’s shares at the date of grant. For awards that are performance based, compensation expense is recorded based on the probability of achievement of the goals underlying the grant. No performance based awards are outstanding at March 31, 2013.

In January 2013, the Company awarded an employee stock options to purchase 3,000 shares which have a ten-year term and vest in five substantially equal installments on the first through fifth anniversary of the date of grant.

In February 2013, the Company awarded 383,142 shares of restricted stock to senior officers, directors and employees. The shares vest in four substantially equal installments beginning on the first anniversary of the date of grant.

Below is a summary of changes in shares pursuant to our equity compensation plans for the three months ended March 31, 2013 and 2012. The information excludes restricted stock units and awards.

	Three Months Ended March 31,
	2013					2012
	Shares			Weighted- Average Exercise Price		Shares			Weighted- Average E xercise Price
Beginning Balance		652,064		$	11.12		831,393		$	11.19
Issued		3,000			22.03		-			-
Exercised		(47,717	)		9.80		(31,465	)		13.72
Forfeited		(300	)		6.34		-			-
Expired		(14,550	)		11.87		(26,655	)		15.32
Ending Balance		592,497		$	11.26		773,273		$	10.94

The following summarizes information about stock options outstanding at March 31, 2013. The information excludes restricted stock units and awards.

								Weighted-Average
Outstanding:				Stock Options		Weighted-Average		Remaining
Range of Exercise Prices				Outstanding		Exercise Price		Contractual Life
$	6.34	-	$7.45		238,008	$	6.38		5.54
$	7.46	-	$10.63		115,151		9.53		0.82
$	10.64	-	$13.87		118,582		11.40		3.29
$	13.88	-	$26.86		120,756		22.39		3.13
					592,497	$	11.26		3.68

Exercisable:				Stock Options		Weighted-Average
Range of Exercise Prices				Exercisable		Exercise Price
$	6.34	-	$7.45		146,791	$	6.41
$	7.46	-	$10.63		113,901		9.53
$	10.64	-	$13.87		92,567		11.23
$	13.88	-	$26.86		112,756		22.64
					466,015	$	12.06

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions as shown in the table below used for grants during the three months ended March 31, 2013 and the years ended December 31, 2012 and 2011.

	Three Months Ended			Years Ended December 31,
	March 31, 2013			2012			2011
Expected Volatility		34.12	%		36.64	%		33.61 %	-	36.64%
Weighted-Average Volatility		34.12	%		36.64	%		35.60%
Expected Dividends		0.0	%		0.0	%		0.0%
Expected Term (In years)		7.5			7.5			6.0	-	7.5
Risk-Free Rate		1.31	%		1.13	%		1.82%
Weighted-Average Fair Value (Grant date)	$	8.61		$	6.99		$	5.07

The expected lives are based on the “simplified” method allowed by ASC Topic 718 “Compensation,” whereby the expected term is equal to the midpoint between the vesting period and the contractual term of the award.

The total intrinsic value of outstanding stock options and outstanding exercisable stock options was $6.6 million at March 31, 2013. The total intrinsic value of stock options exercised during the three months ended March 31, 2013 and 2012 was $538 thousand and $68 thousand, respectively. The total fair value of stock options vested was $119 thousand and $122 thousand for the three months ended March 31, 2013 and 2012, respectively. Unrecognized stock-based compensation expense related to stock options totaled $245 thousand at March 31, 2013. At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 3.36 years.

The Company has unvested restricted stock award grants of 559,192 shares under the 2006 Plan at March 31, 2013. Unrecognized stock based compensation expense related to restricted stock awards totaled $11.1 million at March 31, 2013. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 3.59 years. The following table summarizes the unvested restricted stock awards at March 31, 2013 and 2012.

	Three Months Ended March 31,
	2013					2012
	Shares			Weighted- Average Grant Date Fair Value		Shares			Weighted- Average Grant Date Fair Value
Unvested at Beginning		316,686		$	15.17		202,555		$	11.67
Issued		383,142			22.70		243,767			16.83
Forfeited		-			-		(8,073	)		10.35
Vested		(140,636	)		14.37		(107,677	)		13.20
Unvested at End		559,192		$	20.53		330,572		$	15.01

Approved by shareholders in May 2011, the 2011 ESPP reserved 500,000 shares of common stock for issuance to employees. Whole shares are sold to participants in the plan at 85% of the lower of the stock price at the beginning or end of each quarterly offering period. The 2011 ESPP is available to all eligible employees who have completed at least one year of continuous employment, work at least 20 hours per week and at least five months a year.  Participants may contribute a minimum of $10 per pay period to a maximum of $6,250 per offering period or $25,000 annually (not to exceed more than 10% of compensation per pay period). At March 31, 2013, the 2011 ESPP had 454,008 shares remaining for issuance.

Included in salaries and employee benefits the Company recognized $710 thousand and $1.2 million in stock-based compensation expense for the three months ended March 31, 2013 and 2012, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all awards.