SHARE-BASED COMPENSATION

The Corporation maintains a share-based compensation plan, under which it periodically grants share-based awards for a fixed number of shares to certain officers of the Corporation. The fair value of share-based awards is recognized as compensation expense over the requisite service or performance period. During the years ended December 31, 2012, 2011 and 2010, share-based compensation expense related to stock options and restricted stock units totaled $1.9 million, $1.5 million and $1.4 million, respectively.

During the year ended December 31, 2012, the Corporation granted options to purchase 229,763 shares of common stock and 69,772 restricted stock units to certain officers. At December 31, 2012, there were 986,095 shares of common stock available for future grants under the Corporation's share-based compensation plan.

Stock Options

The Corporation issues fixed stock options to certain officers. Stock options are issued at the current market price of the Corporation's common stock on the date of grant, generally vest ratably over a three-year period and expire ten years from the date of grant.

The following summarizes information about stock options outstanding at December 31, 2012:



	Options Outstanding				Options Exercisable
Range of Exercise Prices Per Share	Number Outstanding	Weighted Average Exercise Price Per Share		Weighted Average Contractual Term (In Years)	Number Exercisable	Weighted Average Exercise Price Per Share		Weighted Average Contractual Term (In Years)
$19.43 - 21.10	166,779	$	20.43	7.47	101,288	$	20.74	6.93
23.78 - 24.86	521,311	24.28		6.96	272,037	24.69		5.07
32.28	131,000	32.28		2.97	131,000	32.28		2.97
35.67	48,720	35.67		0.95	48,720	35.67		0.95
39.69	129,412	39.69		1.95	129,412	39.69		1.95
$19.43 - 39.69	997,222	$	27.24	5.58	682,457	$	29.19	4.06

The weighted-average remaining contractual terms were 5.6 years for all outstanding stock options and 4.1 years for exercisable stock options at December 31, 2012. The intrinsic value of all outstanding in-the-money stock options and exercisable in-the-money stock options was $0.56 million and $0.31 million, respectively, at December 31, 2012. The aggregate intrinsic values of outstanding and exercisable options at December 31, 2012 were calculated based on the closing market price of the Corporation's common stock on December 31, 2012 of $23.76 per share less the exercise price. Options with intrinsic values less than zero, or "out-of-the-money" options, were not included in the aggregate intrinsic value reported.

At December 31, 2012, unrecognized compensation cost related to stock options totaled $1.4 million. This cost is expected to be recognized over a remaining weighted average period of two years.

A summary of activity for the Corporation's stock options as of and during the three years ended December 31, 2012 is presented below:



	Non-Vested Stock Options Outstanding						Stock Options Outstanding
	Number of Options		Weighted- Average Exercise Price Per Share		Weighted- Average Grant Date Fair Value Per Share		Number of Options		Weighted- Average Exercise Price Per Share
Outstanding at January 1, 2010	169,073		$	23.17	$	6.68	720,375		$	30.02
Activity during 2010:
Issued in OAK acquisition	—		—		—		26,425		26.83
Granted	60,365		24.56		7.65		60,365		24.56
Exercised	—		—		—		(1,736	)	23.63
Vested	(99,540	)	23.84		6.87		—		—
Forfeited/expired	(3,228	)	23.70		7.07		(47,764	)	31.08
Outstanding at December 31, 2010	126,670		23.29		6.99		757,665		29.42
Activity during 2011:
Granted	99,172		19.95		6.12		99,172		19.95
Exercised	—		—		—		—		—
Vested	(62,959	)	23.27		6.76		—		—
Forfeited/expired	—		—		—		(41,718	)	28.96
Outstanding at December 31, 2011	162,883		21.27		6.55		815,119		28.29
Activity during 2012:
Granted	229,763		23.78		7.08		229,763		23.78
Exercised	—		—		—		(1,532	)	19.97
Vested	(76,103	)	21.55		6.63		—		—
Forfeited/expired	(1,778	)	21.48		6.62		(46,128	)	28.78
Outstanding at December 31, 2012	314,765		$	23.03	$	6.92	997,222		$	27.24
Exercisable/vested at December 31, 2012							682,457		$	29.19

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions.



	2012		2011		2010
Expected dividend yield	3.60	%	3.50	%	3.50	%
Risk-free interest rate	1.18	%	2.76	%	3.37	%
Expected stock price volatility	44.4	%	42.0	%	41.1	%
Expected life of options — in years	6.11		6.10		6.33
Weighted average fair value per share	$7.08		$6.12		$7.65

The Corporation estimates potential forfeitures of stock option grants and adjusts compensation expense accordingly. The estimate of forfeitures is adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized in the period of change and also impact the amount of share-based compensation expense to be recognized in future periods.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and the expected life of the options granted. Expected stock volatility was based on historical volatility of the Corporation's common stock over a seven-year period. The expected life of options represents the period of time that options granted are expected to be outstanding and is based primarily upon historical experience, considering both option exercise behavior and employee terminations.

Because of the unpredictability of the assumptions required, the Black-Scholes (or any other valuation) model is incapable of accurately predicting the Corporation's common stock price or of placing an accurate present value on options to purchase its stock. In addition, the Black-Scholes model was designed to approximate value for types of options that are very different from those issued by the Corporation. In spite of any theoretical value that may be placed on a stock option grant, no value is possible under options issued by the Corporation without an increase in the market price per share of the Corporation's common stock over the market price per share of the Corporation's common stock at the date of grant.

In conjunction with the acquisition of OAK, each unexercised vested stock option of OAK outstanding at the acquisition date was converted into a vested option to purchase 1.306 shares of the Corporation's common stock. The exercise price per share of the Corporation's common stock for each of these options was equal to the exercise price per share of the OAK unexercised stock option divided by 1.306. Accordingly, the Corporation issued 26,425 stock options at a weighted average exercise price of $26.83 per share. The duration and other terms and conditions of these options are the same as the unexercised OAK stock options.

Restricted Stock Units

In addition to stock options, the Corporation also grants restricted stock performance units and restricted stock service-based units (collectively referred to as restricted stock units) to certain officers. The restricted stock performance units vest based on the Corporation achieving certain performance target levels, in addition to satisfaction of a service condition, as applicable. The restricted stock performance units are eligible to vest from 0.5x to 1.5x the number of units originally granted depending on which, if any, of the performance target levels are met. However, if the minimum performance target level is not achieved, no shares will become vested or be issued for that respective year's restricted stock performance units. The restricted stock service-based units vest upon satisfaction of a service condition. Upon achievement of the performance target level and/or satisfaction of a service condition, if applicable, the restricted stock units are converted into shares of the Corporation's common stock on a one-to-one basis. Compensation expense related to restricted stock units is recognized over the expected requisite performance or service period, as applicable.

A summary of the activity for restricted stock units during the three years ended December 31, 2012 is presented below:



	Number of Units		Weighted Average Grant Date Fair Value Per Unit
Outstanding at January 1, 2010	71,576		$	19.38
Activity during 2010:
Granted	40,629		22.62
Canceled (2009 grant)	(41,248	)	18.04
Modified (2009 grant)	41,248		23.25
Forfeited/expired	(31,353	)	21.26
Outstanding at December 31, 2010	80,852		22.94
Activity during 2011:
Granted	52,087		17.87
Converted into shares of common stock	(2,427	)	23.70
Forfeited/expired	—		—
Outstanding at December 31, 2011	130,512		20.90
Activity during 2012:
Granted	69,772		22.20
Converted into shares of common stock	(35,346	)	23.27
Forfeited/expired	(8,428	)	23.05
Outstanding at December 31, 2012	156,510		$	20.83

At December 31, 2012, unrecognized compensation cost related to restricted stock unit awards totaled $1.7 million and is expected to be recognized over approximately two years.