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, 2019. 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, 2019 are approximately 400,593. The Company intends to issue all shares under the Plan in the form of newly issued shares.

Restricted stock, options and restricted stock units 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 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, performance units and restricted stock units do not.

All awards are issued at the 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 recorded as incurred. Stock-based compensation expense was $0.7 million and $1.9 million for the three and nine months ended September 30, 2019, respectively, and $0.6 million and $1.3 million for the three and nine months ended September 30, 2018, respectively.

Activity under the Company’s options for the nine months ended September 30, 2019 was as follows:

	Number of Stock Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2018	108,463		$	8.35
Granted	-			-
Exercised	(28,937	)		8.96
Forfeited/cancelled/expired	-			-
Outstanding at September 30, 2019	79,526			8.13	2.3	$	1,119,313
Exercisable at September 30, 2019	79,526		$	8.13	2.3	$	1,119,313

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, 2019 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, 2019. This amount changes based on the fair market value of the Company’s stock.

Activity under the Company’s restricted shares for the nine months ended September 30, 2019 was as follows:

	Nonvested Shares		Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2018	68,428		$	23.04
Granted	183,467			21.40
Vested	(52,629	)		21.98
Forfeited/cancelled/expired	-			-
Nonvested September 30, 2019	199,266		$	21.81

CONNECTONE BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 10. Stock Based Compensation – (continued)

As of September 30, 2019, there was approximately $1,233,743 of total unrecognized compensation cost related to nonvested restricted shares granted. The cost is expected to be recognized over a weighted average period of 2.3 years. A total of 11,979 restricted shares were granted during the three months ended September 30, 2019.

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

Units

(expected)

Units

(maximum)

Weighted

Average Grant

Date Fair

Value

Unearned at December 31, 2018

86,009

$

22.06

Awarded

35,636

20.79

Change in estimate

23,375

30.95

Vested

(52,508

)

21.26

Unearned at September 30, 2019

92,512

120,212

$

24.27

At September 30, 2019, the specific number of shares related to performance units that were expected to vest was 92,512, 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, 2019 the maximum amount of performance units that ultimately could vest if performance targets were exceeded is 120,212. A total of 25,991 shares were netted from the vested shares to satisfy tax obligations. The net shares issued from vesting of performance units during the nine months ended September 30, 2019 were 26,517 shares.

At September 30, 2019, compensation cost of approximately $0.8 million related to non-vested performance units not yet recognized is expected to be recognized over a weighted-average period of 1.7 years. A total of 35,636 performance units were awarded during the nine months ended September 30, 2019.

A summary of the status of unearned restricted stock units and the changes in restricted stock units during the period is presented in the table below:

Units

(expected)

Weighted

Average Grant

Date Fair

Value

Unearned at December 31, 2018

29,423

$

31.35

Awarded

53,454

20.79

Vested

(9,808

)

21.28

Unearned at September 30, 2019

73,069

$

24.98

Any forfeitures would result in previously recognized expense being reversed. A portion of the shares that vest will be netted out to satisfy the tax obligations of the recipient. During the nine months ended September 30, 2019, a total of 4,904 shares were netted out to satisfy tax obligations, resulting in net issuance of 4,904 shares.

At September 30, 2019, compensation cost of approximately $1.4 million related to non-vested restricted stock units, not yet recognized, is expected to be recognized over a weighted-average period of 2.4 years. A total of 53,454 restricted stock units were awarded during the nine months ended September 30, 2019.