NOTE 15. STOCK-BASED COMPENSATION

The Company awards its employees various forms of stock-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 1,785,000 subject to adjustment in certain circumstances to prevent dilution.

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.

As of December 31, 2012, the Company has 295,075 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 five 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 2012, 2011 and 2010, compensation expense related to these grants was approximately $947,000, $569,000 and $327,000, 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 stock-based compensation expense on a straight-line basis over the options’ related vesting term. Stock-based compensation expense related to stock options was approximately $97,000, $216,000 and $397,000 for 2012, 2011 and 2010, respectively.

No non-performance based options were issued during 2012, 2011 or 2010. As of December 31, 2012, there was no unrecognized compensation cost related to nonvested share-based compensation arrangements for non-performance-based options.

A summary of the activity of non-performance based and performance based options as of December 31, 2012 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		187,032		$	15.32						393,891		$	16.45
Granted		-			-						-			-
Exercised		-			-						-			-
Forfeited		(38,534	)		11.28						(2,570	)		19.67

Under option, end of year		148,498		$	16.37		3.34	$	1		391,321		$	16.43		4.16	$	774

Exercisable at end of year		148,498		$	16.37		3.34	$	1		369,766		$	17.05		4.05	$	435

A summary of the activity of non-performance based and performance based options as of December 31, 2011 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		208,993		$	14.73						441,185		$	16.43
Granted		-			-						-			-
Exercised		(1,234	)		8.51				3		(2,468	)		9.07				4
Forfeited		(20,727	)		9.83						(44,826	)		16.76

Under option, end of year		187,032		$	15.32		4.39	$	8		393,891		$	16.45		6.17	$	320

Exercisable at end of year		182,945		$	13.87		4.38	$	8		324,271		$	18.21		5.77	$	128

A summary of the activity of non-performance based and performance based options as of December 31, 2010 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		261,206		$	13.63						485,533		$	16.65
Granted		-			-						-			-
Exercised		(17,889	)		8.49				23		-			-				-
Forfeited		(34,324	)		9.59						(44,348	)		18.76

Under option, end of year		208,993		$	14.73		4.21	$	26		441,185		$	16.43		6.22	$	397

Exercisable at end of year		207,312		$	13.61		4.20	$	26		348,547		$	18.16		5.82	$	159

The Company did not grant any options during 2012, 2011 and 2010. As of December 31, 2012, there was no unrecognized compensation cost related to nonvested share-based compensation arrangements granted related to performance-based options.

The fair value of each stock-based compensation grant is estimated on the date of grant using the Black-Scholes option-pricing model. There were no stock-based compensation grants made in 2012, 2011 and 2010.

A summary of the status of the Company’s restricted stock awards as of and for the years ended December 31, 2012, 2011 and 2010 is presented below:


	2012					2011					2010
	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		301,775		$	9.14		201,650		$	8.73		87,450		$	8.04
Granted		62,450			13.15		135,075			9.93		121,300			9.69
Vested		(68,650	)		7.06		(800	)		13.09		(6,100	)		17.67
Forfeited		(500	)		9.96		(34,150	)		9.50		(1,000	)		9.63

Nonvested shares at end of year		295,075		$	10.47		301,775		$	9.14		201,650		$	8.73

The balance of unearned compensation related to restricted stock grants as of December 31, 2012, 2011 and 2010 was approximately $1,608,000, $1,679,000 and $1,230,000, respectively.