Employee Benefit Plans

Stock Option Plans

The Company has incentive and nonqualified option plans, which allow for the grant of options to officers, employees and members of the Board of Directors. Transactions under the Company’s stock option plans for the six months ended June 30, 2019 are summarized in the following table:



	Shares		Weighted average exercise price		Weighted average remaining contractual life in years	Aggregate intrinsic value
Outstanding at December 31, 2018	584,178		$	13.00	7.1	$	4,574,680
Options granted	55,000		20.61
Options exercised	(52,434	)	6.92
Options forfeited	(5,333	)	19.38
Options expired	—		—
Outstanding at June 30, 2019	581,411		$	14.21	7.1	$	4,938,420
Exercisable at June 30, 2019	342,889		$	10.32	5.8	$	4,245,536

Grants under the Company’s incentive and nonqualified option plans generally vest over 3 years and must be exercised within 10 years of the date of grant. The exercise price of each option is the market price on the date of grant. As of June 30, 2019, 2,831,019 shares have been reserved for issuance upon the exercise of options, 581,411 option grants are outstanding, and 1,749,608 option grants have been exercised, forfeited or expired, leaving 500,000 shares available for grant, including those discussed in the following paragraph.

On April 25, 2019, The Company adopted the 2019 Equity Compensation Plan providing for grants of up to 500,000 shares to be allocated between incentive and non-qualified stock options, restricted stock awards, performance units and deferred stock. The Plan replaced all previously approved and established equity plans currently in effect.

The fair values of the options granted during the six months ended June 30, 2019 and 2018 were estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions. No options were granted during the three months ended June 30, 2019 and 2018:



	For the three months ended June 30,						For the six months ended June 30,
	2019			2018			2019			2018
Number of options granted	—			—			55,000			114,500
Weighted average exercise price	$	—		$	—		$	20.61		$	20.24
Weighted average fair value of options	$	—		$	—		$	6.21		$	5.97
Expected life in years (1)	0.00			0.00			8.23			6.35
Expected volatility (2)	—		%	—		%	27.08		%	26.40		%
Risk-free interest rate (3)	—		%	—		%	2.55		%	2.48		%
Dividend yield (4)	—		%	—		%	1.36		%	1.14		%

(1) The expected life of the options was estimated based on historical employee behavior and represents the period of time that options granted are expected to be outstanding.

(2) The expected volatility of the Company’s stock price was based on the historical volatility over the period commensurate with the expected life of the options.

(3) The risk-free interest rate is the U.S. Treasury rate commensurate with the expected life of the options on the date of grant.

(4) The expected dividend yield is the projected annual yield based on the grant date stock price.

Upon exercise, the Company issues shares from its authorized but unissued common stock to satisfy the options. The following table presents information about options exercised during the three and six months ended June 30, 2019 and 2018:



	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Number of options exercised	32,000		22,600		52,434		77,607
Total intrinsic value of options exercised	$	464,208	$	411,738	$	704,610	$	1,237,391
Cash received from options exercised	$	197,121	$	101,601	$	363,064	$	391,958
Tax deduction realized from options	$	139,657	$	115,740	$	211,982	$	347,831

The following table summarizes information about stock options outstanding and exercisable at June 30, 2019:



	Options outstanding				Options exercisable
Range of exercise prices	Options outstanding	Weighted average remaining contractual life (in years)	Weighted average exercise price		Options exercisable	Weighted average exercise price
$0.00 - $6.00	61,761	3.2	$	5.60	61,761	$	5.60
$6.01 - $12.00	198,617	5.7	8.71		198,617	8.71
$12.01 - $18.00	70,533	7.6	15.73		46,335	15.73
$18.01 - $24.00	250,500	9.1	20.26		36,176	20.27
Total	581,411	7.1	$	14.21	342,889	$	10.32

Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718, “Compensation - Stock Compensation,” requires an entity to recognize the fair value of equity awards as compensation expense over the period during which an employee is required to provide service in exchange for such an award (vesting period). Compensation expense related to stock options and the related income tax benefit for the three and six months ended June 30, 2019 and 2018 are detailed in the following table:



	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Compensation expense	$	154,247	$	118,202	$	290,603	$	241,662
Income tax benefit	44,577		33,226		83,984		67,931

As of June 30, 2019, unrecognized compensation costs related to nonvested share-based compensation arrangements granted under the Company’s stock option plans totaled approximately $1.1 million. That cost is expected to be recognized over a weighted average period of 2.2 years.

Restricted Stock Awards

Restricted stock is issued under the stock bonus program to reward employees and directors and to retain them by distributing stock over a period of time. The following table summarizes nonvested restricted stock activity for the six months ended June 30, 2019:



	Shares		Average grant date fair value
Nonvested restricted stock at December 31, 2018	105,312		$	16.55
Granted	30,150		20.65
Cancelled	(1,350	)	17.92
Vested	(35,438	)	14.11
Nonvested restricted stock at June 30, 2019	98,674		$	18.66

Restricted stock awards granted to date vest over a period of 4 years and are recognized as compensation to the recipient over the vesting period. The awards are recorded at fair market value at the time of grant and amortized into salary expense on a straight line basis over the vesting period. As of June 30, 2019, 1,018,157 shares of restricted stock were reserved for issuance, of which 500,000 shares are available for grant.

Restricted stock awards granted during the three and six months ended June 30, 2019 and 2018 were as follows:



	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Number of shares granted	—		—		30,150		38,300
Average grant date fair value	$	—	$	—	$	20.65	$	20.64

Compensation expense related to restricted stock for the three and six months ended June 30, 2019 and 2018 is detailed in the following table:



	For the three months ended June 30,				For the six months ended June 30,
	2019		2018		2019		2018
Compensation expense	$	166,620	$	144,839	$	312,908	$	286,136
Income tax benefit	48,153		40,714		90,430		80,433

As of June 30, 2019, there was approximately $1.6 million of unrecognized compensation cost related to nonvested restricted stock awards granted under the Company’s stock incentive plans. That cost is expected to be recognized over a weighted average period of 2.8 years.

401(k) Savings Plan

The Bank has a 401(k) savings plan covering substantially all employees. Under the Plan, an employee can contribute up to 80 percent of their salary on a tax deferred basis. The Bank may also make discretionary contributions to the Plan. The Bank contributed $193 thousand and $176 thousand during the three months ended June 30, 2019 and 2018, respectively, and $339 thousand and $312 thousand during the six months ended June 30, 2019 and 2018, respectively.

Deferred Fee Plan

The Company has a deferred fee plan for Directors and executive management. Directors of the Company have the option to elect to defer up to 100 percent of their respective retainer and Board of Director fees, and each member of executive management has the option to elect to defer 100 percent of their year end cash bonuses. Director and executive deferred fees totaled $21 thousand and $9 thousand during the three months ended June 30, 2019 and 2018, and $332 thousand and $260 thousand during the six months ended June 30, 2019, and 2018 respectively. The interest paid on the deferred balances totaled $27 thousand and $17 thousand during the three months ended June 30, 2019 and 2018, and $50 thousand and $32 thousand during the six months ended June 30, 2019, and 2018 respectively. The fees distributed on the deferred balances totaled $2 thousand and $3 thousand during the three months ended June 30, 2019 and 2018, and $6 thousand and $7 thousand during the six months ended June 30, 2019, and 2018.

Benefit Plans

In addition to the 401(k) savings plan which covers substantially all employees, in 2015 the Company established an unfunded supplemental defined benefit plan to provide additional retirement benefits for the President and Chief Executive Officer (“CEO”) and certain key executives.

On June 4, 2015, the Company approved the Supplemental Executive Retirement Plan (“SERP”) pursuant to which the President and CEO is entitled to receive certain supplemental nonqualified retirement benefits. On September 27, 2018 the Company approved a change in calculation of the Retirement Benefit payable under the Plan so that the Retirement Benefit shall be an amount equal to sixty percent (60%) of the average of Executive's base salary for the thirty-six (36) months immediately preceding executive's separation from service after age 66, adjusted annually thereafter by two percent (2%). The total benefit is to be made payable in fifteen annual installments. The future payments are estimated to total $6.6 million. A discount rate of four percent (4%) was used to calculate the present value of the benefit obligation.

The President and CEO commenced vesting in this retirement benefit on January 1, 2014, and vests an additional three percent (3%) each year until fully vested on January 1, 2024. In the event that the President and CEO’s separation from service from the company were to occur prior to full vesting, the President and CEO would be entitled to and shall be paid the vested portion of the retirement benefit calculated as of the date of separation from service. Notwithstanding the foregoing, upon a Change in Control, and provided that within 6 months following the Change in Control the President and CEO is involuntarily terminated for reasons other than “cause” or the President and CEO resigns for “good reason”, as such is defined in the SERP, or the President and CEO voluntarily terminates his employment after being offered continued employment in a position that is not a “Comparable Position”, as such is also defined in the SERP, the President and CEO shall become one hundred percent (100%) vested in the full retirement benefit.

No contributions or payments have been made during the three and six months ended June 30, 2019. The following table summarizes the components of the net periodic pension cost of the defined benefit plan recognized during the three and six months ended June 30, 2019 and 2018:



	For the three months ended June 30,				For the six months ended June 30,
(In thousands)	2019		2018		2019		2018
Service cost	$	172	$	94	$	219	$	206
Interest cost	34		18		63		31
Amortization of prior service cost	21		21		42		42
Net periodic benefit cost	$	227	$	133	$	324	$	279

The following table summarizes the changes in benefit obligations of the defined benefit plan during the six months ended June 30, 2019 and 2018:



	For the six months ended June 30,
(In thousands)	2019		2018
Benefit obligation, beginning of year	$	2,747	$	1,187
Service cost	219		206
Interest cost	63		31
Benefit obligation, end of period	$	3,029	$	1,424

On October 22, 2015, the Company entered into an Executive Incentive Retirement Plan (the “Plan”) with certain key executive officers. The Plan has an effective date of January 1, 2015.

The Plan is an unfunded, nonqualified deferred compensation plan. For any Plan Year, a guaranteed annual Deferral Award percentage of seven and one half percent (7.5%) of the participant’s annual base salary will be credited to each Participant’s Deferred Benefit Account. A discretionary annual Deferral Award equal to seven and one half percent (7.5%) of the participant’s annual base salary may be credited to the Participant’s account in addition to the guaranteed Deferral Award, if the Bank exceeds the benchmarks set forth in the Annual Executive Bonus Matrix. The total Deferral Award shall never exceed fifteen percent (15%) of the participant's base salary for any given Plan Year. Each Participant shall be one hundred percent (100%) vested in all Deferral Awards as of the date they are awarded.

As of June 30, 2019, the Company had total year to date expenses of $55 thousand related to the Plan. The Plan is reflected on the Company’s balance sheet as accrued expenses.

Certain members of management are also enrolled in a split-dollar life insurance plan with a post retirement death benefit of $250 thousand. Total expenses related to this plan were $1 thousand for the three months ended June 30, 2019 and 2018, and $2 thousand for the six months ended June 30, 2019 and 2018, respectively.