(

)

STOCK-BASED COMPENSATION PLAN

May 20, 2009,

the Company adopted the

2009

Equity Incentive Plan (the “Plan”). The Plan provides for the award of stock options, restricted stock, performance shares and stock appreciation rights. The aggregate number of shares of the Company’s common stock available for issuance under the Plan

may

not

exceed

223,000

shares. At

December 31, 2018,

185,900

shares of the Company’s common stock were available for issuance under the Plan.

The Company

may

grant both non-statutory and statutory stock options which

may

not

have a term exceeding

ten

years. In the case of incentive stock options, the aggregate fair value of the stock (determined at the time the incentive stock option is granted) for which any optionee

may

be granted incentive options which are

first

exercisable during any calendar year shall

not

exceed

$100,000.

Option prices

may

not

be less than the fair market value of the underlying stock at the date of the grant. An award of a performance share is a grant of a right to receive shares of the Company’s common stock which is contingent upon the achievement of specific performance criteria or other objectives set at the grant date. Stock appreciation rights are equity or cash settled share-based compensation arrangements whereby the number of shares that will ultimately be issued or the cash payment is based upon the appreciation of the Company’s common stock. Awards granted under the Plan

may

be granted either alone, in addition to, or in tandem with, any other award granted under the Plan. The terms of the plan also include provisions whereby all unearned options and restricted shares become immediately exercisable and fully vested upon a change in control.

The fair market value of stock options granted is estimated at the date of grant using an option pricing model. Expected volatilities are based on historical volatility of the Company's stock. The expected term of options granted represents the period of time that options are expected to be outstanding and is based on historical trends. The risk free rate for the expected life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. As of

December 31, 2018,

stock options had been granted under the Plan.

February 20, 2018,

the Company granted

20,000

restricted shares to directors, officers and key employees at a grant-date price of

$37.42

per share for a total of

$748,000.

The restricted stock vests ratably from the grant date through

July 1, 2023,

with

20%

of the shares vesting each year on

July 1

beginning

July 1, 2019.

February 17, 2015,

the Company granted

19,500

restricted stock shares to directors, officers and key employees at a grant-date price of

$24.50

per share for a total of

$478,000.

The restricted stock generally vests over a

five

-year period. Compensation expense is measured based on the fair market value of the restricted stock at the grant date and is recognized ratably over the period during which the shares are earned (the vesting period). The Company accounts for any forfeitures when they occur, and any previously recognized compensation cost for an award is reversed in the period the award is forfeited. Compensation expense related to restricted stock recognized for the years ended

December 31, 2018,

2017

and

2016

was

$192,000,

$89,000

and

$82,000,

respectively. A summary of the Company’s nonvested restricted shares activity as of

December 31, 2018

and changes during the year then ended is as follows:

	Number of Shares			Weighted Average Grant-Date Fair Value

Nonvested at beginning of year		10,500		$	24.50
Granted		20,000			37.42
Vested		(4,200	)		26.04
Forfeited		(1,400	)		33.73

Nonvested at end of year		24,900		$	34.10

The total fair value of restricted shares that vested during the years ended

December 31, 2018

and

2017

was

$171,000

and

$109,000,

respectively. There were

restricted shares that vested during the year ended

December 31, 2016.

December 31, 2018,

unrecognized compensation expense related to nonvested restricted shares was

$720,000.

The compensation expense is expected to be recognized over a weighted average period of

3.7

years.

February 19, 2019,

the Company granted

9,750

restricted shares to directors, officers and key employees at a grant-date price of

$52.09

per share for a total of

$508,000,

which will vest over a

five

-year period.