9.	Stock-Based Compensation

January 31, 2019,

the Board of Directors approved a

2019

long-term incentive compensation program for certain Company executive officers that includes grants of performance-based restricted stock units (“PRSUs”) in addition to time-based restricted stock units (“RSU”). Under the terms of the PRSU Agreement, the number of PRSUs that

may

be earned depends on the extent to which performance goals for the award are achieved over a

three

-year performance period, as determined by the Compensation Committee of the Board. The number of PRSUs that

may

be earned ranges from

150%

of the target award, with

PRSUs earned for below threshold-level performance,

50%

of PRSUs earned for threshold-level performance,

100%

of PRSUs earned for target-level performance, and

150%

of PRSUs earned for maximum-level performance.

For the

three

months ended

March 31, 2019

and

2018,

the Company’s net income, as reported, included

$4.0

million and

$3.4

million, respectively, of stock-based compensation costs and

$1.0

million and

$0.7

million of income tax benefits, respectively, related to the stock-based compensation plans in each of the periods. During the

three

months ended

March 31, 2019,

the Company granted

263,574

and

57,870

in RSU awards and PRSU awards, respectively. During the

three

months ended

March 31, 2018,

the Company granted

274,990

in RSU awards. There were

stock options granted during the

three

months ended

March 31, 2019

and

2018.

The Company has

not

granted stock options since

2009

and at

March 31, 2019,

had

none

outstanding.

The Company uses the fair value of the common stock on the date of award to measure compensation cost for restricted stock unit awards. Compensation cost is recognized over the vesting period of the award using the straight-line method.

The following table summarizes the Company’s RSU and PRSU awards at or for the

three

months ended

March 31, 2019 :

	RSU Awards					PRSU Awards
	Shares			Weighted-Average Grant-Date Fair Value		Shares			Weighted-Average Grant-DateFair Value

Non-vested at December 31, 2018		502,658		$	24.93		–		$	–
Granted		263,574			22.38		57,870			22.38
Vested		(248,579	)		23.17		(27,110	)		22.38
Forfeited		(7,270	)		24.94		–			–
Non-vested at March 31, 2019		510,383		$	24.47		30,760		$	22.38

Vested but unissued at March 31, 2019		209,148		$	24.64		21,310		$	22.38

As of

March 31, 2019,

there was

$11.7

million of total unrecognized compensation cost related to RSU and PRSU awards granted. That cost is expected to be recognized over a weighted-average period of

3.6

years. The total fair value of awards vested for the

three

months ended

March 31, 2019

and

2018

was

$6.1

million and

$6.7

million, respectively. The vested but unissued RSU awards consist of awards made to employees and directors who are eligible for retirement. According to the terms of these awards, which provide for vesting upon retirement, these employees and directors have

risk of forfeiture. These shares will be issued at the original contractual vesting and settlement dates.

Phantom Stock Plan:

The Company maintains a non-qualified phantom stock plan as a supplement to its profit sharing plan for officers who have achieved the designated level and completed

one

year of service. The Company adjusts its liability under this plan to the fair value of the shares at the end of each period.

The following table summarizes the Phantom Stock Plan at or for the

three

months ended

March 31, 2019:

Phantom Stock Plan	Shares			Fair Value

Outstanding at December 31, 2018		99,313		$	21.53
Granted		8,168			22.15
Distributions		(1,004	)		22.01
Outstanding at March 31, 2019		106,477		$	21.93
Vested at March 31, 2019		105,935		$	21.93

The Company recorded stock-based compensation expense (benefit) for the Phantom Stock Plan of

$0.1

million and (

$37,000

) for the

three

months ended

March 31, 2019

and

2018,

respectively. The total fair value of the distributions from the Phantom Stock Plan was

$22,000

and

$1,000

for the

three

months ended

March 31, 2019

and

2018,

respectively.