SHARE-BASED COMPENSATION

Share-Based Plans

Omnibus Stock and Incentive Plan (the "Omnibus Plan") – In 1989, the Board adopted the Omnibus Plan, which allows for the grant of both incentive and non-statutory ("nonqualified") stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares to certain key employees.

From the inception of the Omnibus Plan through the end of 2008, certain key employees were granted nonqualified stock options. The option exercise price is the average of the high and low price of the Company's common stock on the grant date. All options have a term of 10 years from the grant date, include reload features, and are non-transferable except to immediate family members, family trusts, or partnerships.

Since 2008, the Company has granted restricted stock and restricted stock unit awards instead of nonqualified stock options to certain key employees. Both restricted stock and restricted stock unit awards vest over three years, with 50% vesting on the second anniversary of the grant date and the remaining 50% vesting on the third anniversary of the grant date, provided the employee remains employed by the Company during this period (subject to accelerated vesting in the event of a change-in-control or upon certain terminations of employment, as set forth in the applicable award agreement). The fair value of the awards is determined based on the average of the high and low price of the Company's common stock on the grant date.

Since 2013, the Company has also granted performance shares to certain key employees. Recipients will earn performance shares totaling between 0% and 200% of the number of performance shares granted based on achieving certain performance metrics. Performance shares may be earned based on achieving an internal metric (core return on average tangible common equity) and an external metric (relative total shareholder return) over a three year period. Each metric is weighted at 50% of the total award opportunity. If earned, and assuming continued employment, the performance shares vest one-third at the completion of the three-year performance period and one-third at the end of the first and second years thereafter. The fair value of the performance shares that are dependent on the internal metric is determined based on the average of the high and low stock price on the grant date. An estimate is made as to the number of shares expected to vest as a result of actual performance against the internal metric to determine the amount of compensation expense to be recognized, which is re-evaluated quarterly. The fair value of the performance shares that are dependent on the external metric is determined using a Monte Carlo simulation model on the grant date assuming 100% of the shares are earned and issued.

Nonemployee Directors Stock Plan (the "Directors Plan") – In 1997, the Board adopted the Directors Plan, which provides for the grant of equity awards to non-management Board members. Until 2008, only nonqualified stock options were issued under the Directors Plan. The exercise price of the options is equal to the average of the high and low price of the Company's common stock on the grant date. All options have a term of 10 years from the grant date.

In 2008, the Company amended the Directors Plan to allow for the grant of restricted stock awards, among other items. The awards are restricted as to transfer, but are not restricted as to voting rights. Dividends accrue and are paid at the vesting date. Both the options and the restricted stock awards vest one year from the grant date subject to accelerated vesting in the event of retirement, death, disability, or change-in-control, as defined in the Directors Plan. Beginning in 2015, non-management members receive fully vested shares of the Company's common stock rather than restricted stock.

Both the Omnibus Plan and the Directors Plan, and material amendments, were submitted to and approved by the stockholders of the Company. The Company issues treasury shares to satisfy stock option exercises and the vesting of restricted stock, restricted stock units, and performance share awards.

Shares of Common Stock Available Under Share-Based Plans

Stock Options

Nonqualified Stock Option Transactions

(Amounts in thousands, except per share data)



	Year Ended December 31, 2016
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term ⁽¹⁾	Aggregate Intrinsic Value ⁽²⁾
Options outstanding beginning balance	756		$	32.55
Expired	(270	)	33.95
Options outstanding ending balance	486		$	31.77	0.94	$	558
Exercisable at the end of the year	486		$	31.77	0.94	$	558


⁽¹⁾	Represents the average remaining contractual life in years.

⁽²⁾

Aggregate intrinsic value represents the total pre-tax intrinsic value that would have been received by the option holders if they had exercised their options on December 31, 2016. Intrinsic value equals the difference between the Company's average of the high and low stock price on the last trading day of the year and the option exercise price, multiplied by the number of shares. This amount will fluctuate with changes in the fair value of the Company's common stock.

Stock Option Valuation Assumptions – The Company estimates the fair value of stock options at the grant date using a Black-Scholes option-pricing model. No stock options were granted or exercised and no stock option award modifications were made during the three years ended December 31, 2016.

Restricted Stock, Restricted Stock Unit, and Performance Share Awards

Restricted Stock, Restricted Stock Unit, and Performance Share Award Transactions

(Amounts in thousands, except per share data)



	Year Ended December 31, 2016
	Restricted Stock/Unit Awards				Performance Shares
	Number of Shares/Units		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Non-vested awards beginning balance	908		$	15.92	338		$	15.19
Granted	494		17.28		126		17.28
Vested	(351	)	14.69		(31	)	14.69
Forfeited	(62	)	16.72		(25	)	16.72
Non-vested awards ending balance	989		$	16.95	408		$	15.78

In addition, non-management board members received 18,000 shares and 14,000 shares of common stock during the years ended December 31, 2016 and 2015, respectively.

Other Restricted Stock, Restricted Stock Unit, and Performance Share Award Information

(Amounts in thousands, except per share data)



	Years Ended December 31,
	2016		2015		2014
Weighted-average grant date fair value of restricted stock, restricted stock unit, and performance share awards granted during the year	$	17.28	$	16.95	$	16.13
Total fair value of restricted stock and restricted stock unit awards vested during the year	12,231		7,615		7,546
Income tax benefit realized from the vesting/release of restricted stock and restricted stock unit awards	2,529		2,368		2,939

There were no performance shares that vested during the periods presented. No restricted stock, restricted stock unit, and performance share award modifications were made during the periods presented.

Compensation Expense

The Company recognizes share-based compensation expense based on the estimated fair value of the option or award at the grant or modification date. Share-based compensation expense is included in salaries and wages in the Consolidated Statements of Income.

Effect of Recording Share-Based Compensation Expense

(Dollar amounts in thousands)



	Years ended December 31,
	2016		2015		2014
Total share-based compensation expense⁽¹⁾	$	7,879	$	7,242	$	5,926
Income tax benefit	3,152		2,962		2,424
Share-based compensation expense, net of tax	$	4,727	$	4,280	$	3,502
Unrecognized compensation expense	$	9,990	$	8,644	$	6,937
Weighted-average amortization period remaining (in years)	1.3		1.4		1.3


⁽¹⁾	Comprised of restricted stock, restricted stock unit, and performance share awards expense.

As of December 31, 2016

Shares
Authorized

Shares Available
For Grant

Omnibus Plan

Directors Plan