SHARE-BASED COMPENSATION

The Company awards its employees and directors various forms of share-based incentives under certain plans approved by its shareholders. Awards granted under the plans may be in the form of qualified or nonqualified stock options, restricted stock, stock appreciation rights (“SARs”), long-term incentive compensation units consisting of cash and common stock, or any combination thereof within the limitations set forth in the plans. The plans provide that the aggregate number of shares of the Company’s common stock which may be subject to award may not exceed 2,985,000 subject to adjustment in certain circumstances to prevent dilution. At December 31, 2017, there were 884,602 shares available to be issued under the plans.

All stock options have an exercise price that is equal to the closing fair market value of the Company’s stock on the date the options were granted. Options granted under the plans generally vest over a five-year period and have a 10-year maximum term. Most options granted since 2005 contain performance-based vesting conditions.

The Company did not grant any options during 2017, 2016 or 2015. As of December 31, 2017, there was no unrecognized compensation cost related to nonvested share-based compensation arrangements granted related to performance or non-performance-based options.

As of December 31, 2017, the Company has 277,815 outstanding restricted shares granted under the plans as compensation to certain employees. These shares carry dividend and voting rights. Sales of these shares are restricted prior to the date of vesting, which is three to four years from the date of the grant. Shares issued under the plans are recorded at their fair market value on the date of their grant. The compensation expense is recognized on a straight-line basis over the related vesting period. In 2017, 2016 and 2015, compensation expense related to these grants was approximately $3,316,000, $2,261,000, and $1,485,000, respectively. The total income tax benefit related to these grants was approximately $698,000, $721,000 and $1,069,000 in 2017, 2016 and 2015, respectively.

It is the Company’s policy to issue new shares for stock option exercises and restricted stock rather than issue treasury shares. The Company recognizes share-based compensation expense on a straight-line basis over the options’ related vesting term. The Company did not record any share-based compensation expense related to stock options during 2017, 2016 and 2015. The total income tax benefit related to stock options was approximately $248,000, $177,000 and $102,000 in 2017, 2016 and 2015, respectively.

The fair value of each share-based compensation grant is estimated on the date of grant using the Black-Scholes option-pricing model.

A summary of the activity of non-performance-based and performance-based options as of December 31, 2017 is presented below.



	Non-Performance-Based							Performance-Based
	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value $ (000)		Shares		Weighted Average Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value $ (000)
Under option, beginning of year	58,603		$	14.76				142,910		$	15.06
Granted	—		—					—		—
Exercised	(11,309	)	14.76			$	167	(102,309	)	17.62			$	1,803
Forfeited	—		—					(3,588	)	21.35
Under option, end of year	47,294		$	14.76	0.14	$	1,519	37,013		$	7.36	1.07	$	1,463
Exercisable at end of year	47,294		$	14.76	0.14	$	1,519	37,013		$	7.36	1.07	$	1,463

A summary of the activity of non-performance-based and performance-based options as of December 31, 2016 is presented below.



	Non-Performance-Based							Performance-Based
	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value $ (000)		Shares		Weighted Average Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value $ (000)
Under option, beginning of year	72,483		$	18.55				224,132		$	16.92
Granted	—		—					—		—
Exercised	(13,880	)	14.38			$	200	(40,714	)	14.68			$	765
Forfeited	—		—					(40,508	)	19.67
Under option, end of year	58,603		$	14.76	1.14	$	1,620	142,910		$	15.06	1.22	$	3,909
Exercisable at end of year	58,603		$	14.76	1.14	$	1,620	142,910		$	15.06	1.22	$	3,909

A summary of the activity of non-performance-based and performance-based options as of December 31, 2015 is presented below.



	Non-Performance-Based							Performance-Based
	Shares		Weighted Average Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value $ (000)		Shares		Weighted Average Exercise Price		Weighted Average Contractual Term	Aggregate Intrinsic Value $ (000)
Under option, beginning of year	88,111		$	18.00				359,331		$	16.74
Granted	—		—					—		—
Exercised	(15,628	)	15.47			$	242	(59,507	)	15.39			$	916
Forfeited	—		—					(75,691	)	17.37
Under option, end of year	72,483		$	18.55	2.13	$	1,331	224,132		$	16.92	1.80	$	3,697
Exercisable at end of year	72,483		$	18.55	2.13	$	1,331	189,587		$	15.91	2.06	$	3,252

A summary of the status of the Company’s restricted stock awards as of and for the years ended December 31, 2017, 2016 and 2015 is presented below.



	2017				2016				2015
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Nonvested shares at beginning of year	279,727		$	26.10	285,326		$	17.29	323,151		$	13.46
Granted	84,147		46.93		155,751		29.26		71,000		23.46
Vested	(85,587	)	23.30		(154,350	)	13.10		(108,825	)	9.96
Forfeited	(472	)	47.60		(7,000	)	23.80		—		—
Nonvested shares at end of year	277,815		33.24		279,727		26.10		285,326		17.29

The balance of unearned compensation related to restricted stock grants as of December 31, 2017, 2016 and 2015 was approximately $4,489,000, $3,878,000, and $1,749,000, respectively. At December 31, 2017, the cost is expected to be recognized over a weighted-average period of 2.0 years.