Note 15.

Share-based Compensation

The Company applies the provisions of FASB ASC 718, Compensation – Stock Compensation, to account for the Company’s share-based compensation. Share-based compensation cost is measured at the grant date based on the calculated fair value of the award and is recognized over the employees’ requisite service period. The Company recorded share-based compensation expense of $1,346, $1,471 and $3,007 for the years ended December 31, 2016, 2015, and 2014, respectively, related to fully-vested stock awards, restricted stock awards, and performance unit awards. At December 31, 2016, unrecognized compensation expense for awards the Company expects to vest approximated $1,550. The Company will recognize this expense over the upcoming 3.7 year period through August 2020.

Shares issued as a result of vested stock-based compensation generally will be from previously issued shares that have been reacquired by the Company and held as Treasury stock or authorized but previously unissued common stock.

The Company realized reductions in excess tax benefits of $332 for the year ended December 31, 2016 and excess tax benefits for the tax deduction from share-based compensation of $253 and $336 for the years ended December 31, 2015 and 2014, respectively. This excess tax benefit is included in cash flows from financing activities in the Consolidated Statements of Cash Flows.

At December 31, 2016, the Company had stock awards issued pursuant to the 2006 Omnibus Incentive Plan, as amended and restated in May 2016 (“Omnibus Plan”). The Omnibus Plan allows for the issuance of 1,270,000 shares of common stock through the granting of stock options or stock awards (including performance units convertible into stock) to key employees and directors at no less than 100% of fair market value on the date of the grant. The Omnibus Plan provides for the granting of “nonqualified options” with a duration of not more than ten years from the date of grant. The Omnibus Plan also provides that, unless otherwise set forth in the option agreement, stock options are exercisable in installments of up to 25% annually beginning one year from the date of grant. No stock options have been granted under the Omnibus Plan and, as such, there was no share-based compensation expense related to stock options recorded in 2016, 2015, or 2014.

Stock Option Awards

No stock options were outstanding during the year ended December 31, 2016. Certain information for the years ended December 31, 2015 and 2014 relative to employee stock options is summarized as follows:



	2015	2014
Number of shares under the plans:
Outstanding and exercisable at beginning of year	7,500	18,750
Granted	-	-
Canceled	-	-
Exercised	(7,500)	(11,250)
Outstanding and exercisable at end of year	-	7,500

The weighted average exercise price per share of the stock options exercised in 2015 and 2014 were $9.08, and $11.67, respectively. The total intrinsic value of stock options exercised during the years ended December 31, 2015 and 2014 was $253 and $426, respectively.

Fully-Vested Stock Awards

Non-employee directors are automatically awarded fully vested shares of the Company’s common stock on each date the non-employee directors are elected at the annual shareholders’ meeting to serve as directors.

The non-employee directors were granted a total of 59,598, 14,000, and 10,182 fully-vested shares for the years ended December 31, 2016, 2015, and 2014, respectively. Compensation expense recorded by the Company related to fully-vested stock awards to non-employee directors was approximately $698, $534, and $488 for the years ended December 31, 2016, 2015, and 2014, respectively.

The weighted average fair value of all the fully-vested stock grants awarded was $11.72, $38.15, and $47.94 per share for 2016, 2015, and 2014, respectively.

Restricted Stock Awards and Performance Unit Awards

Under the 2006 Omnibus Plan, the Company grants eligible employees restricted stock and performance unit awards. The forfeitable restricted stock awards granted prior to March 2015 generally time-vest after a four-year period, and those granted subsequent to March 2015 generally time-vest ratably over a three-year period, unless indicated otherwise by the underlying restricted stock agreement. Performance unit awards are offered annually under separate three-year long-term incentive programs. Performance units are subject to forfeiture and will be converted into common stock of the Company based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying program. If the Company’s estimate of the number of performance stock awards expected to vest changes in a subsequent accounting period, cumulative compensation expense could increase or decrease. The change will be recognized in the current period for the vested shares and would change future expense over the remaining vesting period.

The following table summarizes the restricted stock award and performance unit award activity for the three-year periods ended December 31, 2016, 2015, and 2014:


	Restricted	Performance		Weighted Average
	Stock	Stock		Grant Date
	Units	Units		Fair Value
Outstanding at January 1, 2014	129,726	61,651	$	34.00
Granted	19,051	34,652		44.07
Vested	(40,540)	(13,588)		34.59
Adjustment for incentive awards not expected to vest	-	(7,845)		43.59
Canceled	-	(2,880)		44.13
Outstanding at December 31, 2014	108,237	71,990	$	36.25
Granted	29,656	41,114		44.93
Vested	(39,076)	(23,877)		32.35
Adjustment for incentive awards not expected to vest	-	(53,228)		43.26
Canceled	(5,000)	-		44.84
Outstanding at December 31, 2015	93,817	35,999	$	39.66
Granted	48,283	129,844		12.50
Vested	(56,807)	-		28.45
Adjustment for incentive awards not expected to vest	-	(93,103)		24.79
Canceled	(6,021)	(9,050)		18.82
Outstanding at December 31, 2016	79,272	63,690	$	21.66

Performance units are subject to forfeiture and will be converted into common stock of the Company based upon the Company’s performance relative to performance measures and conversion multiples as defined in the underlying plan. The aggregate fair value in the above table is based upon achieving 100% of the performance targets as defined in the underlying plan.

Excluding the fully-vested stock awards granted to non-employee directors, the Company recorded share-based compensation expense of $648, $937, and $2,519, respectively, for the periods ended December 31, 2016, 2015, and 2014 related to restricted stock and performance unit awards.



	2016	2015	2014
Number of shares available for future grant:
Beginning of year	407,307	469,840	513,280
End of year	675,447	407,307	469,840