On April 20, 2021, the stockholders of the Corporation approved the 2021 Equity Incentive Plan (“2021 Plan”). Upon approval of the 2021 Plan, no further awards could be made under the 2014 Equity Incentive Plan (“2014 Plan”).

2021 Plan. Under the 2021 Plan, awards may be granted to employees and non-employee directors as stock options, restricted stock awards or RSUs, with a one year minimum vesting period for at least 95% of the awards granted. All awards granted under the 2021 Plan will immediately vest upon an involuntary termination following a change in control, total and permanent disability, as defined, or death.

The Corporation has 750,000 shares of common stock reserved for awards under the 2021 Plan, plus 23,167 shares that remained available for grant as full value RSUs or restricted stock awards under the 2014 Plan. RSUs granted under the 2014 Plan that expire or are forfeited after April 20, 2021 are added to the number of shares of common stock reserved for issuance of awards under the 2021 Plan. At December 31, 2022, 618,146 equity awards remain available to be granted under the 2021 Plan.

2014 Plan. Under the 2014 Plan, awards were granted to employees and non-employee directors as non-qualified stock options, restricted stock awards and RSUs. Substantially all of the awards granted under the 2014 Plan were RSUs. All awards granted under the 2014 Plan will immediately vest upon an involuntary termination following a change in control, total and permanent disability, as defined, or death, and with certain exceptions, will immediately vest in the event of retirement, as defined.

Details of RSUs. The following table summarizes the vesting schedule of RSUs outstanding at December 31, 2022.

The RSUs in the table above include performance-based RSUs with vesting based on the financial performance of the Corporation in 2022 and 2023 and service-based RSUs with various service-based vesting periods. The grant date fair value of RSUs is equal to the market price of the shares underlying the awards on the grant date, discounted for dividends that are not paid on these RSUs.

The fair values of awards made in 2022, 2021 and 2020, and the assumptions utilized in determining such values, are presented below.



	2022
	Performance-Based	Service-Based
	Vesting	Vesting
Grant date fair value	$20.07	$17.70	to	$20.07
Market price on grant date	$21.64	$18.12	to	$21.64
Expected annual dividend	$0.80	$0.42	to	$0.80
Expected term (in years)	2.0	1.0	to	5.0
Risk-free interest rate	1.12%	1.12%	to	4.56%
	2021
Grant date fair value	$15.31	$15.31	to	$20.54
Market price on grant date	$16.83	$16.83	to	$21.58
Expected annual dividend	$0.76	$0.76	to	$0.80
Expected term (in years)	2.0	1.0	to	3.0
Risk-free interest rate	0.13%	0.08%	to	0.52%
	2020
Grant date fair value	$21.30	$14.32	to	$21.30
Market price on grant date	$23.10	$16.46	to	$23.10
Expected annual dividend	$0.72	$0.72	to	$0.76
Expected term (in years)	2.0	2.0	to	5.0
Risk-free interest rate	1.41%	0.23%	to	1.41%

In January 2023, 142,280 RSUs were awarded under the 2021 Plan, including 83,028 performance-based RSUs and 59,252 service-based RSUs.

The following table presents a summary of RSUs outstanding at December 31, 2022 and changes during the year then ended.



				Weighted-
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Grant-Date		Contractual	Value
	RSUs	Fair Value		Term (yrs.)	(in thousands)
Outstanding at January 1, 2022	207,359	$	17.70
Granted	140,150		19.67
Converted	(97,658)		18.85
Forfeited	(2,858)		18.49
Outstanding at December 31, 2022	246,993	$	18.35	0.80	$	4,446
Vested and Convertible at December 31, 2022	68,476	$	17.63	—	$	1,233

RSUs outstanding at December 31, 2022 include 101,493 performance-based RSUs granted in 2022 and 2021, of which 68,476 are vested and convertible at year-end, and 145,500 service-based RSUs. The performance-based RSUs have a maximum payout potential of 1.50 shares of the Corporation’s common stock for each RSU awarded. Based on the Corporation’s performance in 2022, an additional 7,109 shares were earned on the performance-based RSUs. These additional shares are not reflected in the table above. Service-based RSUs have a maximum payout potential of one share of the Corporation’s common stock for each RSU awarded.

The total intrinsic value of RSUs converted in 2022, 2021 and 2020 was $2.0 million, $1.6 million and $3.6 million, respectively.

Stock Option Activity. During 2022, the 750 stock options outstanding at December 31, 2021 were forfeited. There were no stock options outstanding at December 31, 2022.

No stock options were exercised in 2022. The total intrinsic value of options exercised in 2021 and 2020 was $55,000 and $329,000, respectively. Cash received from option exercises in 2021 and 2020, was $133,000 and $526,000, respectively. Tax benefits from stock option exercises were $17,000 and $99,000 in 2021 and 2020, respectively.

Compensation Expense. The Corporation recorded expense for share-based payments of $2.5 million, $1.6 million and $1.8 million in 2022, 2021 and 2020, respectively, and related income tax benefits of $760,000, $420,000 and $536,000, respectively.

Unrecognized Compensation Cost. As of December 31, 2022, there was $1.9 million of total unrecognized compensation cost related to non-vested RSUs. The total cost is expected to be recognized over a weighted-average period of 1.73 years.