4.	Stock Compensation Plans

First Defiance has established equity based compensation plans for its directors and employees. On March 15, 2010, the Board adopted, and the shareholders approved at the 2010 Annual Shareholders Meeting, the First Defiance Financial Corp. 2010 Equity Incentive Plan (the “2010 Equity Plan”). The 2010 Equity Plan replaced all existing plans although the Company’s former equity plans remain in existence to the extent there were outstanding grants thereunder at the time the 2010 Equity Plan was approved. All awards currently outstanding under prior plans will remain in effect in accordance with their respective terms. Any new awards will be made under the 2010 Equity Plan. The 2010 Equity Plan allows for issuance of up to 350,000 common shares through the award of options, stock grants, restricted stock units (“RSU”), stock appreciation rights or other stock-based awards.

As of March 31, 2018, 37,200 options remain outstanding at option prices based on the market value of the underlying shares on the date the options were granted. Options granted vest 20% per year. All options expire ten years from the date of grant. Vested options of retirees expire on the earlier of the scheduled expiration date or three months after the retirement date.

Annually, the Company approves a Short-Term (“STIP”) Equity Incentive Plan and a Long-Term (“LTIP”) Equity Incentive Plan for selected members of management.

Under the 2017 and 2018 STIPs, the participants could earn up to 10% to 45% of their salary for potential payout based on the achievement of certain corporate performance targets during the calendar year. The final amount of benefits under the STIPs is determined as of December 31 of the same year and paid out in cash in the first quarter of the following year. The participants are required to be employed on the day of payout in order to receive such payment.

Under each LTIP, the participants may earn up to 20% to 45% of their salary for potential payout in the form of equity awards based on the achievement of certain corporate performance targets over a three-year period. The Company granted 24,526, 20,657 and 20,838 RSU’s to the participants in the 2016, 2017 and 2018 LTIPs, respectively, effective January 1 in the year the award was made, which represents the maximum target award. The amount of benefit under each LTIP will be determined individually at the end of the 36 month performance period ending December 31. The benefits earned under each LTIP will be paid out in equity in the first quarter following the end of the performance period. The participants are required to be employed on the day of payout in order to receive such payment.

A total of 24,757 RSU’s were issued to the participants of the 2015 LTIP in the first quarter of 2018 for the three year performance period ended December 31, 2017.

In the three months ended March 31, 2018, the Company also granted to employees 7,578 restricted shares, of which 3,578 were restricted stock units and 4,000 were restricted stock grants. The shares all have a three year vesting period. The fair value of all granted restricted shares was determined by the stock price at the date of the grant.

The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Expected volatilities are based on historical volatilities of the Company’s common stock. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

There were no options granted during the three months ended March 31, 2018, or March 31, 2017.

Following is stock option activity under the plans during the three months ended March 31, 2018:

	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in 000’s)
Options outstanding, January 1, 2018		43,450	$	21.62
Forfeited or cancelled		-		-
Exercised		(6,250)		15.53
Granted		-		-
Options outstanding, March 31, 2018		37,200	$	22.60		3.32	$	1,291
Vested or expected to vest at March 31, 2018		37,200	$	22.60		3.32	$	1,291
Exercisable at March 31, 2018		29,450	$	19.74		2.36	$	1,107

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows (in thousands):

	Three Months Ended March 31,
	2018		2017
Proceeds of options exercised	$	56	$	134
Related tax benefit recognized		21		44
Intrinsic value of options exercised		253		200

As of March 31, 2018, there was $90,000 of total unrecognized compensation cost related to unvested stock options granted under the Company’s equity plans. The cost is expected to be recognized over a weighted-average period of 2.1 years.

At March 31, 2018, 72,197 RSU’s and 14,536 restricted stock grants were unvested. Compensation expense is recognized over the performance period based on the achievements of targets as established under the plan documents. A total expense of $565,000 was recorded during the three months ended March 31, 2018 compared to an expense of $849,000 for the three months ended March 31, 2017. There was approximately $211,000 and $774,000 included within other liabilities at March 31, 2018 and December 31, 2017, respectively, related to the STIP.

			Restricted Stock Units				Stock Grants
			Weighted-Average				Weighted-Average
			Grant Date				Grant Date
Unvested Shares	Shares		Fair Value		Shares		Fair Value

Unvested at January 1, 2018		72,538	$	40.52		10,536	$	50.56
Granted		24,416		53.94		28,757		35.79
Vested		(24,757)		32.30		(24,757)		32.30
Forfeited		-		-		-		-
Unvested at March 31, 2018		72,197	$	47.87		14,536	$	52.44

The maximum amount of compensation expense that may be recorded for the 2018 STIP and the 2016, 2017 and 2018 LTIPs at March 31, 2018, is approximately $3.9 million. However, the estimated expense expected to be recorded as of March 31, 2018, based on the performance measures in the plans, is $3.6 million of which $2.0 million is unrecognized at March 31, 2018 and will be recognized over the remaining performance periods.