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STOCK BASED COMPENSATION PLANS
9 Months Ended
Sep. 30, 2018
STOCK BASED COMPENSATION PLANS  
STOCK BASED COMPENSATION PLANS

3. STOCK BASED COMPENSATION PLANS

The Bridge Bancorp, Inc. 2012 Stock-Based Incentive Plan (“2012 SBIP”) provides for the grant of stock-based and other incentive awards to officers, employees and directors of the Company. The 2012 SBIP superseded the Bridge Bancorp, Inc. 2006 Equity Incentive Plan. The number of shares of common stock of Bridge Bancorp, Inc. available for stock-based awards under the 2012 SBIP is 525,000 plus 278,385 shares that were remaining under the 2006 Equity Incentive Plan. Of the total 803,385 shares of common stock approved for issuance under the 2012 SBIP, 274,950 shares remain available for issuance at September 30, 2018, including shares that may be granted in the form of stock options, restricted stock awards (“RSAs”), or restricted stock units (“RSUs”).

The Compensation Committee of the Board of Directors determines awards under the 2012 SBIP. The Company accounts for the 2012 SBIP under FASB ASC No. 718.

Stock Options

Stock options may be either incentive stock options, which bestow certain tax benefits on the optionee, or non-qualified stock options, not qualifying for such benefits. All options have an exercise price that is not less than the market value of the Company's common stock on the date of the grant.

The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option-pricing model. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of the Company's common stock as of the exercise or reporting date.

During the nine months ended September 30, 2018, in accordance with the Long Term Incentive Plan (“LTI Plan”) for Named Executive Officers (“NEOs”), the Company granted 47,393 stock options. All of the stock options granted vest ratably over three years. The estimated weighted-average grant-date fair value of all stock options granted in the nine months ended September 30, 2018 was $6.52 per stock option, using the Black-Scholes option-pricing model with assumptions as follows: dividend yield of 2.80%; expected volatility rate of 27.53%; risk-free interest rate of 2.67%; and expected option life of 6.5 years. There were no stock options granted during the nine months ended September 30, 2017.

Compensation expense attributable to stock options was $26 thousand and $65 thousand for the three and nine months ended September 30, 2018, respectively. There was no compensation expense attributable to stock options for the nine months ended September 30, 2017 because there were no stock options outstanding as of September 30, 2017 and December 31, 2016. As of September 30, 2018, there was $244 thousand of total unrecognized compensation cost related to unvested stock options. The cost is expected to be recognized over a weighted-average period of 2.4 years.

The following table summarizes the status of the Company's stock options as of and for the nine months ended September 30, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

Average

 

 

 

 

 

Number

 

Average

 

Remaining

 

Aggregate

 

 

of

 

Exercise

 

Contractual

 

Intrinsic

(Dollars in thousands, except per share amounts)

     

Options

     

Price

     

Life

     

Value

Outstanding, January 1, 2018

 

 —

 

$

 —

 

 

 

 

 

 

Granted

 

47,393

 

 

36.19

 

 

 

 

 

 

Outstanding, September 30, 2018

 

47,393

 

$

36.19

 

 

9.4

years

$

 —

Vested and Exercisable, September 30, 2018

 

 —

 

$

 —

 

$

 —

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Number of

 

Average

Range of Exercise Prices

    

Options

    

Exercise Price

$36.19

 

47,393

 

$

36.19

 

 

47,393

 

$

36.19

 

Restricted Stock Awards

The Company's RSAs are shares of the Company's common stock that are forfeitable and are subject to restrictions on transfer prior to the vesting date. RSAs are forfeited if the award holder departs the Company before vesting. RSAs carry dividend and voting rights from the date of grant. The vesting of time-vested RSAs depends upon the award holder continuing to render services to the Company. The Company's performance-based RSAs vest subject to the achievement of the Company's 2018 corporate goals.

The following table summarizes the unvested RSA activity for the nine months ended September 30, 2018:

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

Average Grant-Date

 

    

Shares

    

Fair Value

Unvested, January 1, 2018

 

317,692

 

$

27.16

Granted

 

83,282

 

 

33.01

Vested

 

(59,600)

 

 

23.94

Forfeited

 

(6,107)

 

 

29.94

Unvested, September 30, 2018

 

335,267

 

$

29.14

 

During the nine months ended September 30, 2018, the Company granted a total of 83,282 RSAs. Of the 83,282 RSAs granted, 44,750 time-vested RSAs vest ratably over five years, 13,415 time-vested RSAs vest ratably over three years, and 25,117 performance-based RSAs vest ratably over two years, subject to the achievement of the Company's 2018 corporate goals. As of September 30, 2018, there were 335,267 unvested RSAs consisting of 310,933 time-vested RSAs and 24,334 performance-based RSAs.

Compensation expense attributable to RSAs was $612 thousand and $1.9 million for the three and nine months ended September 30, 2018, respectively, and $432 thousand and $1.3 million for the three and nine months ended September 30, 2017, respectively. As of September 30, 2018, there was $5.7 million of total unrecognized compensation cost related to non-vested RSAs. The cost is expected to be recognized over a weighted-average period of 3.4 years.

Restricted Stock Units

Long Term Incentive Plan

An RSU is an award that is denominated in shares of the Company's common stock on the date of grant and is similar to an RSA award, except no shares of the Company's common stock are actually issued to the award recipient on the date of grant of an RSU. RSUs are subject to a time-based vesting schedule or the satisfaction of performance conditions, and are settled in shares of the Company's common stock. RSUs do not provide voting rights and RSUs may provide dividend equivalent rights from the date of grant.

During the nine months ended September 30, 2018, in accordance with the LTI Plan for NEOs, the Company granted 21,693 RSUs. Of the 21,693 RSUs granted, 12,522 time-vested RSUs vest ratably over five years and 9,171 performance-based RSUs vest subject to the achievement of the Company's three-year corporate goal for the years 2018, 2019 and 2020.

The following table summarizes the unvested NEO RSU activity for the nine months ended September 30, 2018:

83

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

Average Grant-Date

 

    

Shares

    

Fair Value

Unvested, January 1, 2018

 

68,776

 

$

24.46

Granted

 

21,693

 

 

33.23

Reinvested dividends

 

1,486

 

 

26.47

Forfeited

 

(13,333)

 

 

21.85

Unvested, September 30, 2018

 

78,622

 

$

27.36

 

Compensation expense attributable to LTI Plan RSUs was $121 thousand and $341 thousand for the three and nine months ended September 30, 2018, respectively, and $81 thousand and $229 thousand in connection with these awards for the three and nine months ended September 30, 2017, respectively. As of September 30, 2018, there was $1.4 million of total unrecognized compensation cost related to non-vested RSUs. The cost is expected to be recognized over a weighted-average period of 3.2 years.

Directors Plan

In April 2009, the Company adopted a Directors Deferred Compensation Plan (“Directors Plan”). Under the Directors Plan, independent directors may elect to defer all or a portion of their annual retainer fee in the form of RSUs. In addition, directors receive a non-election retainer in the form of RSUs. These RSUs vest ratably over one year and have dividend rights but no voting rights. In connection with the Directors Plan, the Company recorded expense of $143 thousand and $418 thousand in connection with these RSUs for the three and nine months ended September 30, 2018, respectively, and $135 thousand and $395 thousand for the three and nine months ended September 30, 2017, respectively.