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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2021

16.STOCK-BASED COMPENSATION

Before the Merger, Bridge and Legacy Dime granted share-based awards under their respective share-based compensation plans, including the Bridge Bancorp, Inc. 2019 Equity Incentive plan (the “2019 Equity Incentive Plan”) and the Dime Community Bancshares, Inc. 2020 Equity and Incentive Plan (the “Legacy Dime 2020 Equity Plan") (collectively, the "Stock Plans"), which are both subject to the accounting requirements of ASC 718. At March 31, 2021, there were 681,098 shares reserved for issuance under the Legacy Dime 2020 Equity Plan and there were 197,889 shares reserved for issuance under the 2019 Equity Incentive Plan.

In anticipation of the Merger, Legacy Dime accelerated and vested all unvested and outstanding share-based awards such that there were no outstanding RSA, PSA or ISAs as of December 31, 2020. In connection with the Merger, all outstanding stock options granted under Legacy Dime’s equity plans, were legally assumed by the combined company and adjusted so that its holder is entitled to receive a number of shares of Dime’s common stock equal to the product of (a) the number of shares of Legacy Dime common stock subject to such award multiplied by (b) the Exchange Ratio and (c) rounded, as applicable, to the nearest whole share, and otherwise subject to the same terms and conditions (including, without limitation, with respect to vesting conditions (taking into account any vesting that occurred at the Merger Date)).

In connection with the Merger, all outstanding stock options, performance-based restricted stock units and time-vesting restricted stock units of Bridge, which we refer to as the Bridge equity awards, which were outstanding immediately before the Merger Date continue to be awards in respect of Dime common stock following the Merger, subject to the same terms and conditions that were applicable to such awards before the Merger Date.

Stock Option Awards

The following table presents a summary of activity related to stock options granted under the Stock Plans, and changes during the period then ended:


				Weighted-
				Average
		Weighted-		Remaining	Aggregate
	Number of	Average Exercise		Contractual	Intrinsic
	Options	Price		Years	Value
Options outstanding at January 1, 2021	28,842	$	15.05
Options outstanding at January 1, 2021 as adjusted for conversion	18,685		23.23
Options acquired ⁽¹⁾	180,020		35.39
Options exercised	15,928		23.37
Options outstanding at March 31, 2021	182,777	$	35.19	8.0	$	—
Options vested and exercisable at March 31, 2021	182,777	$	35.19	8.0	$	—

(1)

Options acquired in the Merger expire one year from the date of the Effective Date of the Merger.

Information related to stock options during each period is as follows:


	Three Months Ended
	March 31,
(In thousands)	2021		2020
Cash received for option exercise cost	$	372	$	—
Income tax benefit recognized on stock option exercises		—		—
Intrinsic value of options exercised		66		—

Restricted Stock Awards

The Company has made restricted stock award grants to outside Directors and certain officers under the Stock Plans. Typically, awards to outside Directors fully vest on the first anniversary of the grant date, while awards to officers may vest in equal annual installments over a three or four-year period or at the end of the pre-determined requisite period. All awards were made at the fair value of Common Stock on the grant date. Compensation expense on all restricted stock awards is based upon the fair value of the shares on the respective dates of the grant.

The following table presents a summary of activity related to the RSAs granted, and changes during the period then ended:


		Weighted-
		Average
	Number of	Grant-Date
	Shares	Fair Value
Unvested allocated shares outstanding at January 1, 2021	—	$	—
Shares acquired	89,043		31.00
Shares granted	431,114		25.54
Shares vested	(89,043)		31.00
Shares forfeited	(1,050)		25.98
Unvested allocated shares at March 31, 2021	430,064	$	25.54

Information related to RSAs during each period is as follows:


	Three Months Ended
	March 31,
(Dollars in thousands)	2021		2020
Compensation expense recognized	$	836	$	461
Income tax benefit recognized on vesting of RSA		—		4
Weighted average remaining years for which compensation expense is to be recognized		3.0		2.4

As of March 31, 2021, there was $10.0 million of total unrecognized compensation cost related to unvested restricted stock awards.

Performance Based Equity Awards

Legacy Dime maintained the LTIP, a long term incentive award program for certain officers, which meets the criteria for equity-based accounting. For each award, threshold (50% of target), target (100% of target) and stretch (150% of target) opportunities are eligible to be earned over a three-year performance period based on the Company’s relative performance on certain goals that were established at the onset of the performance period and cannot be altered subsequently. Shares of Common Stock are issued on the grant date and held as unvested stock awards until the end of the performance period. Shares are issued at the stretch opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period.

At December 31, 2020, the Company modified certain performance based share awards to accelerate the vesting of all outstanding awards in connection with the Merger. There were no outstanding LTIP share awards at December 31, 2020. Total compensation expense of $155 thousand was recognized during the three-month period ended March 31, 2020.

Sales Incentive Awards

Legacy Dime maintained the SIP, a sales incentive award program for certain officers, which meets the criteria for equity-based accounting. For each quarter an individual can earn their shares based on their sales performance in that quarter. The shares then vest one year from the quarter in which they are earned. Shares of Common Stock are issued on the grant date and held as unvested stock awards until the end of the performance period. They are issued at the maximum opportunity in order to ensure that an adequate number of shares are allocated for shares expected to vest at the end of the performance period.

At December 31, 2020, the Company modified certain performance based share awards to accelerate the vesting of all outstanding awards in connection with the Merger. There were no outstanding SIP share awards at December 31, 2020. Total compensation expense of $55 thousand was recognized during the three-month period ended March 31, 2020.