SHARE-BASED COMPENSATION

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock options and RSAs have been issued to directors, officers and other management employees under the Corporation's 2009 Long-term Equity Incentive Plan, the 2019 Long-term Equity Incentive Plan, the Level One Bancorp, Inc. 2007 Stock Option Plan and the Equity Compensation Plan for Non-Employee Directors. The stock options, which have a ten year life, become 100 percent vested based on time ranging from one year to two years and are fully exercisable when vested. Option exercise prices equal the Corporation's common stock closing price on NASDAQ on the date of grant. The RSAs issued to employees and non-employee directors provide for the issuance of shares of the Corporation's common stock at no cost to the holder and generally vest after three years. The RSAs vest only if the employee is actively employed by the Corporation on the vesting date and, therefore, any unvested shares are forfeited. For non-employee directors, the RSAs vest only if the non-employee director remains as an active board member on the vesting date and, therefore, any unvested shares are forfeited. The RSAs for employees and non-employee directors are either immediately vested at retirement, disability or death, or, continue to vest after retirement, disability or death, depending on the plan under which the shares were granted.

The Corporation’s 2019 ESPP provides eligible employees of the Corporation and its subsidiaries an opportunity to purchase shares of common stock of the Corporation through quarterly offerings financed by payroll deductions. The price of the stock to be paid by the employees shall be equal to 85 percent of the average of the closing price of the Corporation’s common stock on each trading day during the offering period. However, in no event shall such purchase price be less than the lesser of an amount equal to 85 percent of the market price of the Corporation’s stock on the offering date or an amount equal to 85 percent of the market value on the date of purchase. Common stock purchases are made quarterly and are paid through advance payroll deductions up to a calendar year maximum of $25,000.

Compensation expense related to unvested share-based awards is recorded by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards, with no change in historical reported fair values and earnings. Awards are valued at

fair value in accordance with provisions of share-based compensation guidance and are recognized on a straight-line basis over the service periods of each award. To complete the exercise of vested stock options, RSA’s and ESPP options, the Corporation generally issues new shares from its authorized but unissued share pool. Share-based compensation has been recognized as a component of salaries and benefits expense in the accompanying Consolidated Condensed Statements of Income.

Share-based compensation expense recognized in the Consolidated Condensed Statements of Income is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Share-based compensation guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Pre-vesting forfeitures were estimated to be approximately 0.2 percent for the nine months ended September 30, 2023, based on historical experience.

The following table summarizes the components of the Corporation's share-based compensation awards recorded as an expense and the income tax benefit of such awards.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Stock and ESPP Options
Pre-tax compensation expense	$	35	$	15	$	80	$	64
Income tax expense (benefit)	—		—		(62)		(74)
Stock and ESPP option expense, net of income taxes	$	35	$	15	$	18	$	(10)
Restricted Stock Awards
Pre-tax compensation expense	$	1,325	$	1,171	$	3,712	$	3,366
Income tax expense (benefit)	(393)		(332)		(906)		(792)
Restricted stock awards expense, net of income taxes	$	932	$	839	$	2,806	$	2,574
Total Share-Based Compensation
Pre-tax compensation expense	$	1,360	$	1,186	$	3,792	$	3,430
Income tax expense (benefit)	(393)		(332)		(968)		(866)
Total share-based compensation expense, net of income taxes	$	967	$	854	$	2,824	$	2,564

The grant date fair value of ESPP options was estimated to be approximately $35,000 at the beginning of the July 1, 2023 quarterly offering period. The ESPP options vested during the three months ending September 30, 2023, leaving no unrecognized compensation expense related to unvested ESPP options at September 30, 2023.

Stock option activity under the Corporation's stock option plans as of September 30, 2023 and changes during the nine months ended September 30, 2023, were as follows:


	Number of Shares	Weighted-Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2023	155,100	$	18.89


Exercised	(65,025)	$	17.07

Outstanding September 30, 2023	90,075	$	20.21	2.18	$	685,817
Vested and Expected to Vest at September 30, 2023	90,075	$	20.21	2.18	$	685,817
Exercisable at September 30, 2023	90,075	$	20.21	2.18	$	685,817

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Corporation's closing stock price on the last trading day of the first nine months of 2023 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their stock options on September 30, 2023. The amount of aggregate intrinsic value will change based on the fair market value of the Corporation's common stock.

The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2023 and 2022 was $1.4 million and $470,000, respectively. Cash receipts of stock options exercised during the same periods were $1.1 million and $336,000, respectively.

The following table summarizes information on unvested RSAs outstanding as of September 30, 2023:


	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested RSAs at January 1, 2023	416,705	$	36.97
Granted	164,034	$	31.67
Vested	(129,092)	$	26.87
Forfeited	(1,700)	$	35.65
Unvested RSAs at September 30, 2023	449,947	$	37.94

As of September 30, 2023, unrecognized compensation expense related to RSAs was $10.4 million and is expected to be recognized over a weighted-average period of 2.0 years. The Corporation did not have any unrecognized compensation expense related to stock options as of September 30, 2023.