The Company’s stockholders approved the 2017 Equity Compensation Plan (“the Plan”) on May 23, 2017. The Plan eliminates all remaining issuable shares under previous plans and is the only outstanding plan as of September 30, 2017. The maximum number of shares of common stock or equivalents, which may be issued under the Plan, is 750,000. Grants under the Plan can be in the form of stock options (qualified or non-qualified), restricted shares, restricted share units or performance units. Shares available for grant and issuance under the Plan as of September 30, 2017 are 750,000. The Company intends to issue all shares under the Plan in the form of newly issued shares.

Restricted stock and option awards typically have a three-year vesting period starting one year after the date of grant with one-third vesting each year. The options generally expire ten years from the date of grant. Restricted stock awards granted to new employees and board members may be granted with shorter vesting periods. Grants of performance units typically have a cliff vesting after three years or upon a change of control. All issuances are subject to forfeiture if the recipient leaves or is terminated prior to the awards vesting. Restricted shares have the same dividend and voting rights as common stock, while options and performance units do not.

All awards are issued at fair value of the underlying shares at the grant date. The Company expenses the cost of the awards, which is determined to be the fair market value of the awards at the date of grant, ratably over the vesting period. Forfeiture rates are not estimated but are handled on a case-by-case basis.

No options or performance units were granted during the three months ended September 30, 2017 or 2016.

Activity under the Company’s option plans as of and for the nine months ended September 30, 2017 were as follows:

				Weighted-
				Average
		Weighted-		Remaining
		Average		Contractual
		Exercise		Term	Aggregate
	Shares	Price		(In Years)	Intrinsic Value
Outstanding at December 31, 2016	358,367	$	6.26
Granted	-		-
Exercised	10,846		10.89
Forfeited/cancelled/expired	-		-
Outstanding at September 30, 2017	347,521	$	6.11	1.90	$	6,425,663
Exercisable at September 30, 2017	343,991	$	6.03	1.86	$	6,387,912

The aggregate intrinsic value of outstanding and exercisable options above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on September 30, 2017 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 options on September 30, 2017. This amount changes based on the fair market value of the Parent Corporation’s stock.

The below table represents information regarding restricted shares currently outstanding at September 30, 2017:

			Weighted-
			Average
	Nonvested		Grant Date
	Shares		Fair Value
Nonvested at December 31, 2016	111,273		$	16.81
Granted	57,164			23.82
Vested	(65,359	)		16.49
Forfeited/cancelled/expired	-			-
Nonvested at September 30, 2017	103,078		$	20.41

As of September 30, 2017, there was approximately $1,366,000 of total unrecognized compensation cost related to nonvested restricted shares granted under the plans. The cost is expected to be recognized over a weighted average period of one year.

At September 30, 2017, the specific number of shares related to performance unit awards that were expected to vest was 151,194, determined by actual performance in consideration of the established range of the performance targets, which is consistent with the level of expense currently being recognized over the vesting period. Should this expectation change, additional compensation expense could be recorded in future periods or previously recognized expense could be reversed. At September 30, 2017 the maximum amount of performance units that ultimately could vest if performance targets were exceeded is 226,791.

A summary of the status of unearned performance unit awards and the change during the period is presented in the table below:

				Weighted
				Average Grant
	Units		Units	Date Fair
	(expected)		(maximum)	Value
Unearned at December 31, 2016	151,572		189,455	$	18.47
Awarded	24,891		37,336		22.75
Forfeited	-		-		-
Adjustments	(25,269	)	-		18.47
Unearned at September 30, 2017	151,194		226,791	$	19.19

At September 30, 2017, compensation cost of approximately $1,006,000 related to non-vested performance unit awards not yet recognized is expected to be recognized over a weighted-average period of 1.3 years.

Effective January 1, 2017, the Company implemented ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment. Under ASU 2016-09 all excess tax benefits and tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit in the income statement during the period in which they occur. Included in income tax expense for the three and nine months ended September 30, 2017 is a benefit of $-0- and $180 thousand, respectively, which resulted from the effect of implementing ASU 2016-09.