Stock Compensation and Share Repurchase Plan

Stock-Based Compensation

The compensation cost related to stock options, restricted stock and restricted stock units in Company stock granted to employees and included in salaries and employee benefits was $8.5 million, $8.7 million and $13.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. The total income tax benefit recognized related to stock-based compensation was $3.3 million, $3.3 million and $5.2 million for the years ended December 31, 2017, 2016, and 2015, respectively.

As of December 31, 2017, there was no unrecognized compensation costs related to nonvested stock options. As of December 31, 2017, there was $8.4 million of total unrecognized compensation cost related to nonvested restricted stock awards which is expected to be recognized over a weighted-average period of 1.21 years, assuming expected performance conditions are met for certain awards. As of December 31, 2017, there was $249,000 of total unrecognized compensation cost related to nonvested restricted stock units which is expected to be recognized over a weighted-average period of 0.25 years.

Stock Options

The following table summarizes information about stock option activity for the years ended December 31, 2017, 2016 and 2015:



(shares in thousands)	2017				2016				2015
	Options Outstanding		Weighted-Avg. Exercise Price		Options Outstanding		Weighted-Avg. Exercise Price		Options Outstanding		Weighted-Avg. Exercise Price
Balance, beginning of period	219		$	15.74	472		$	14.58	807		$	16.80
Exercised	(71	)	$	13.59	(219	)	$	11.95	(83	)	$	11.06
Forfeited/expired	(50	)	$	26.12	(34	)	$	24.19	(252	)	$	22.88
Balance, end of period	98		$	11.99	219		$	15.74	472		$	14.58
Options exercisable, end of period	98		$	11.99	211		$	15.88	437		$	14.78

The following table summarizes information about outstanding stock options issued under all plans as of December 31, 2017:



(shares in thousands)	Options Outstanding				Options Exercisable
Range of Exercise Prices	Options Outstanding	Weighted Avg. Remaining Contractual Life (Years)	Weighted Avg. Exercise Price		Options Exercisable	Weighted Avg. Exercise Price
$10.49 to $11.59	21	1.69	$	11.22	21	$	11.22
$11.89	40	2.09	$	11.89	40	$	11.89
$11.98 to $12.87	37	3.49	$	12.51	37	$	12.51
	98	2.54	$	11.99	98	$	11.99

The total intrinsic value (which is the amount by which the stock price exceeds the exercise price) as of December 31, 2017, was $863,000 for options outstanding and exercisable.

The weighted average remaining contractual term of options exercisable was 2.5 years as of December 31, 2017.

The total intrinsic value of options exercised was $382,000, $1.2 million, and $535,000, in the years ended December 31, 2017, 2016 and 2015, respectively.

During the years ended December 31, 2017, 2016 and 2015, the amount of cash received from the exercise of stock options was $354,000, $432,000, and $195,000 and total consideration was $961,000, $2.6 million, and $925,000, respectively.

Restricted Shares

The Company grants restricted stock periodically for the benefit of employees and directors. Restricted shares generally vest over a three year period, subject to time or time plus performance vesting conditions. The following table summarizes information about nonvested restricted share activity for the year ended December 31:



(shares in thousands)	2017				2016				2015
	Restricted Shares Outstanding		Weighted Average Grant Date Fair Value		Restricted Shares Outstanding		Weighted Average Grant Date Fair Value		Restricted Shares Outstanding		Weighted Average Grant Date Fair Value
Balance, beginning of period	1,096		$	15.61	1,376		$	16.18	1,386		$	15.39
Granted	624		$	18.19	601		$	14.46	639		$	15.83
Vested/released	(318	)	$	16.37	(766	)	$	15.87	(516	)	$	14.58
Forfeited/expired	(154	)	$	16.39	(115	)	$	14.70	(133	)	$	15.22
Balance, end of period	1,248		$	16.61	1,096		$	15.61	1,376		$	16.18

The total fair value of restricted shares vested was $5.8 million, $12.0 million, and $8.6 million, for the years ended December 31, 2017, 2016 and 2015, respectively.

Restricted Stock Units

The Company granted restricted stock units in connection with the acquisition of Sterling as replacement awards, as well as part of the 2007 Long Term Incentive Plan for the benefit of certain executive officers. Restricted stock unit grants may be subject to performance-based vesting as well as other approved vesting conditions. The total number of restricted stock units granted represents the maximum number of restricted stock units eligible to vest based upon the performance and service conditions set forth in the grant agreements.

The following table summarizes information about nonvested restricted stock units outstanding at December 31:



(shares in thousands)	2017				2016				2015
	Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value		Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value		Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value
Balance, beginning of period	78		$	18.58	263		$	18.58	675		$	18.03
Released	(51	)	$	18.58	(137	)	$	18.58	(254	)	$	17.99
Forfeited/expired	(5	)	$	18.58	(48	)	$	18.58	(158	)	$	18.48
Balance, end of period	22		$	18.58	78		$	18.58	263		$	18.58

The total fair value of restricted stock units vested and released was $906,000, $2.2 million, and $4.4 million for the years ended December 31, 2017, 2016, and 2015 respectively.

For the years ended December 31, 2017, 2016 and 2015, the Company received income tax benefits of $2.7 million, $5.9 million, and $5.2 million, respectively, related to the exercise of non-qualified employee stock options, disqualifying dispositions in the exercise of incentive stock options, the vesting of restricted shares and the vesting of restricted stock units.

For the years ended December 31, 2017 and 2016, the Company did not record a tax deficiency or benefit as a component of equity due to the application of ASU 2016-09. For the year ended December 31, 2015, the Company had a net excess tax benefit resulting from tax deductions greater than the compensation cost recognized of $552,000. The tax deficiency or benefit is now recorded as income tax expense or benefit in the period the shares are vested.

Share Repurchase Plan- The Company's share repurchase plan, which was first approved by the Board and announced in August 2003, and amended in September 2011, authorized the repurchase of up to 15 million shares of common stock. In 2017, the Board extended the plan to run through July 31, 2019. As of December 31, 2017, a total of 10.5 million shares remained available for repurchase. The Company repurchased 325,000 shares under the repurchase plan in 2017, repurchased 635,000 shares under the repurchase plan in 2016, and repurchased 571,000 shares under the repurchase plan in 2015. The timing and amount of future repurchases will depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings, and our capital plan.

We also have certain stock option and restricted stock plans which provide for the payment of the option exercise price or withholding taxes by tendering previously owned or recently vested shares. During the years ended December 31, 2017, 2016, and 2015, there were 35,000, 154,000, and 52,000 shares tendered in connection with option exercises, respectively. Restricted shares cancelled to pay withholding taxes totaled 91,000, 279,000, and 135,000 shares during the years ended December 31, 2017, 2016 and 2015, respectively. There were 17,000, 49,000, and 86,000 restricted stock units cancelled to pay withholding taxes for the years ended December 31, 2017, 2016, and 2015, respectively.