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STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
12 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
The following table presents stock-based compensation expense included in the Company’s consolidated statements of income (in thousands):
Year Ended December 31,
202020192018
State enterprise cost of revenues, exclusive of depreciation & amortization
$1,585 $1,499 $1,516 
Software & services cost of revenues, exclusive of depreciation & amortization
162 101 151 
Selling & administrative4,599 4,495 3,994 
Enterprise technology & product support812 674 677 
Stock-based compensation expense before income taxes
$7,158 $6,769 $6,338 

Stock option and restricted stock plans

The Company has a stock compensation plan (the “NIC Plan”) to provide for the granting of restricted stock awards, incentive stock options or non-qualified stock options to encourage certain employees of the Company and its subsidiaries and directors of the Company to participate in the ownership of the Company and to provide additional incentive for such employees and directors to promote the success of its business through sharing in the future growth of such business. The Company did not grant any stock options in 2020, 2019, or 2018 and has no stock options currently outstanding.
As approved by the Company’s Board of Directors and stockholders, the Company is authorized to grant 15,825,223 common shares under the NIC Plan. At December 31, 2020, a total of 2,776,440 shares were available for future grants under the NIC Plan.

Restricted stock

During 2020, the Compensation Committee of the Board of Directors of the Company (the “Committee”) granted to certain management-level employees and executive officers, service-based restricted stock awards totaling 297,410 shares with a grant-date fair value totaling approximately $6.3 million. Such restricted stock awards vest beginning one year from the date of grant in annual installments of 25%. During 2020, certain management-level employees were granted service-based restricted stock awards totaling 9,256 shares with a grant-date fair value totaling approximately $0.2 million, which vest over two years in 50% installments. In addition, non-employee directors of the Company were granted service-based restricted stock awards totaling 34,607 shares with a grant-date fair value totaling approximately $0.7 million. Such restricted stock awards vest one year from the date of grant.

During the first quarter of 2020, the Committee also granted to certain executive officers performance-based restricted stock awards pursuant to the terms of the Company’s executive compensation program totaling 137,052 shares with a grant-date fair value totaling approximately $2.8 million, which represents the maximum number of shares the executive officers can earn at the end of a three-year performance period ending December 31, 2022.

The actual number of shares earned will be based on the Company’s performance related to the following performance criteria over the performance period:

Operating income growth (three-year compound annual growth rate); and
Total consolidated revenue growth (three-year compound annual growth rate).
At the end of the three-year period, the executive officers are eligible to receive up to a specified number of shares based upon the Company’s performance relative to these performance criteria over the performance period. In addition, the executive officers will accrue dividend equivalents for any cash dividends declared during the performance period, payable in the form of additional shares of Company common stock, based upon the maximum number of shares to be earned by the executive officers for each performance-based restricted stock award. Such hypothetical cash dividend payment shall be divided by the fair value of the Company’s common stock on the dividend payment date to determine the maximum number of notional shares to be awarded. At the end of the three-year performance period and on the date some or all of the shares vest under the agreement, a pro rata number of notional dividend shares will be converted into an equivalent number of dividend shares paid and granted to the executive officers based upon the actual number of underlying shares earned during the performance period.

At December 31, 2020, the three-year performance period related to the performance-based restricted stock awards granted to certain executive officers on February 22, 2018 ended. Based on the Company’s actual financial results from
2018 through 2020, 33,715 of the shares and 1,905 dividend shares were earned. The remaining 106,379 shares subject to the awards will be forfeited in the first quarter of 2021.

At December 31, 2019, the three-year performance period related to the performance-based restricted stock awards granted to certain executive officers on February 22, 2017 ended. Based on the Company’s actual financial results from 2017 through 2019, no shares or dividend equivalent shares were earned, and the 87,241 shares subject to the awards were forfeited.

At December 31, 2018, the three-year performance period related to the performance-based restricted stock awards granted to certain executive officers on February 22, 2016 ended. Based on the Company’s actual financial results from 2016 through 2018, 64,846 of the shares and 4,226 dividend shares were earned. The remaining 73,345 shares subject to the awards were forfeited.

During 2019, the Company's former Chief Operating Officer departed the Company. Pursuant to the terms of his employment agreement, the Company provided severance and other related benefits. The Company incurred a total one-time cost of $2.6 million, which consisted of a one-time cash payment of $1.5 million and $1.1 million of stock-based
compensation expense associated with the accelerated vesting of certain restricted stock awards. Included in stock-based compensation expense was the acceleration of 44,507 service-based restricted stock awards and 37,463 performance-based restricted stock awards.

A summary of service-based restricted stock activity for the year ended December 31, 2020 is presented below:
Service-based Restricted
Shares
Weighted
Average
Grant Date
Fair Value
Outstanding at January 1, 2020712,162 $16.81 
Granted341,273 $21.12 
Vested(298,479)$17.20 
Canceled(23,830)$17.53 
Outstanding at December 31, 2020731,126 $18.64 
Expected to vest at December 31, 2020731,126 $18.64 

The fair value of service-based restricted stock vested during the years ended December 31, 2020, 2019 and 2018 was approximately $5.1 million, $5.5 million and $5.1 million, respectively. The weighted average grant date fair value per share of service-based restricted stock granted during the years ended December 31, 2020, 2019 and 2018 was $21.12, $16.96 and $14.15, respectively.

A summary of performance-based restricted stock activity for the year ended December 31, 2020 is presented below:
Performance-
based
Restricted
Shares
Weighted
Average
Grant Date
Fair Value
Outstanding at January 1, 2020338,470 $17.01 
Granted137,052 $20.55 
Vested— $22.00 
Canceled(87,241)$22.00 
Outstanding at December 31, 2020388,281 $17.14 
Expected to vest at December 31, 2020149,801 $18.48 

During the years with performance periods ended December 31, 2020 and 2018, no shares of performance-based restricted stock awards vested. The fair value of performance-based restricted stock vested with the performance period ended December 31, 2019 was approximately $1.8 million. The weighted average grant date fair value per share of performance-based restricted stock granted during the years ended December 31, 2020, 2019 and 2018 was $20.55, $17.27 and $13.70, respectively.

At December 31, 2020, the total intrinsic value of unvested restricted stock awards expected to vest was approximately $22.8 million. At December 31, 2020, the Company had approximately $10.7 million of total unrecognized compensation cost related to unvested restricted stock awards. The Company expects to recognize this cost over a weighted average period of approximately two years from December 31, 2020.

Employee stock purchase plan

In 1999, the Company’s Board of Directors approved an employee stock purchase plan (“ESPP”) intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. A total of 2,321,688 shares of NIC common stock have been reserved for issuance under this plan. Terms of the plan permit eligible employees to purchase NIC common stock through payroll deductions up to the lesser of 15% of each employee’s compensation or $25,000. Amounts deducted and accumulated by the participant are used to purchase shares of NIC’s common stock at 85% of the
lower of the fair value of the common stock at the beginning or the end of the offering period, as defined in the plan. At December 31, 2020, a total of 787,353 shares were available for future grants under the ESPP.

The current offering period under this plan commenced on April 1, 2020. The closing fair market value of NIC common stock on the first day of the current offering period was $21.27 per share. In the offering period commencing on April 1, 2019 and ending on March 31, 2020, 103,628 shares were purchased at a price of $14.56 per share, resulting in total cash proceeds to the Company of approximately $1.5 million. In the offering period commencing on April 1, 2018 and ending on March 31, 2019, 127,600 shares were purchased at a price of $11.31 per share, resulting in total cash proceeds to the Company of approximately $1.4 million. In the offering period commencing on April 1, 2017 and ending on March 31, 2018, 122,152 shares were purchased at a price of $11.31 per share, resulting in total cash proceeds to the Company of approximately $1.4 million.

The fair values of the offerings were estimated on the dates of grant using the Black-Scholes model using the assumptions in the following table.
Offering Ending March 31, 2021Offering Ending March 31, 2020Offering Ending March 31, 2019
Risk-free interest rate0.16 %2.41 %2.08 %
Expected dividend yield1.90 %1.93 %2.06 %
Expected life1.0 year1.0 year1.0 year
Expected stock price volatility41.09 %29.94 %35.51 %
Weighted average fair value of ESPP rights$6.37 $4.49 $3.75 

The Black-Scholes option-pricing model was not developed for use in valuing ESPP rights but was developed for use in estimating the fair value of traded stock options that have no vesting restrictions and are fully transferable. In addition, it requires the use of subjective assumptions including expectations of future dividends and stock price volatility. Such assumptions are only used for making the required fair value estimate and should not be considered as indicators of future dividend policy or stock price appreciation or should not be used to predict the value ultimately realized by employees who receive equity awards. Because changes in the subjective assumptions can materially affect the fair value estimate and because employee stock options have characteristics significantly different from those of traded options, the use of the Black-Scholes option-pricing model may not provide a reliable estimate of the fair value of ESPP rights.

Defined contribution 401(k) profit sharing plan

The Company and its subsidiaries sponsor a defined contribution 401(k) profit sharing plan. In accordance with the plan, all full-time employees are eligible immediately upon employment and non full-time employees are eligible upon reaching 1,000 hours of service in the relevant period. A discretionary match by the Company of an employee’s contribution of up to 5% of base salary and a discretionary contribution may be made to the plan as determined by the Board of Directors. Expense related to Company matching contributions totaled approximately $3.3 million, $2.9 million and $2.7 million for the years ended December 31, 2020, 2019 and 2018, respectively.