STOCK-BASED COMPENSATION PLANS

The Company operates the following stock-based compensation plans as approved by its shareholders:


•	2012 Restricted Stock and Incentive Bonus Plan (2012 Restricted Stock Plan).


•	2014 Omnibus Incentive Plan (the 2014 Plan).


•	2018 Omnibus Incentive Plan (the 2018 Plan).

The purpose of these plans is to promote the success and enhance the value of the Company by providing a means for attracting and retaining highly skilled employees, officers and directors of Banner Corporation and its affiliates and linking their personal interests with those of the Company's shareholders. Under these plans the Company currently has outstanding restricted stock share grants and restricted stock unit grants.

2012 Restricted Stock and Incentive Bonus Plan

Under the 2012 Restricted Stock Plan, which was approved by shareholders on April 24, 2012, the Company is authorized to issue up to 300,000 shares of its common stock. Shares granted under the 2012 Restricted Stock Plan have a minimum vesting period of three years. The 2012 Restricted Stock Plan will continue in effect for a term of ten years, after which no further awards may be granted.

The 2012 Restricted Stock Plan was amended on April 23, 2013 to provide for the ability to grant (1) cash-denominated incentive-based awards payable in cash or common stock, including those that are eligible to qualify as qualified performance-based compensation for the purposes of Section 162(m) of the Code and (2) restricted stock awards that qualify as qualified performance-based compensation for the purposes of Section 162(m) of the Code. Vesting requirements may include time-based conditions, operation-based conditions, and/or market-based conditions.

As of December 31, 2018, the Company had granted 269,863 shares of restricted stock from the 2012 Restricted Stock Plan (as amended and restated), of which 261,849 shares had vested and 8,014 shares remain unvested.

2014 Omnibus Incentive Plan

The 2014 Plan was approved by shareholders on April 22, 2014. The 2014 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and other cash awards, and provides for vesting requirements which may include time-based or performance-based conditions. The Company has reserved 900,000 shares of its common stock for issuance under the 2014 Plan in connection with the exercise of awards. As of December 31, 2018, 340,163 restricted stock shares and 186,373 restricted stock units have been granted under the 2014 Plan of which 181,478 restricted stock shares and 34,975 restricted stock units have vested.

2018 Omnibus Incentive Plan

The 2018 Plan was approved by shareholders on April 24, 2018. The 2018 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, other stock-based awards and other cash awards, and provides for vesting requirements which may include time-based or performance-based conditions. The Company reserved 900,000 shares of common stock for issuance under the 2018 Plan in connection with the exercise of awards. As of December 31, 2018, no shares have been granted under the 2018 Plan.

The expense associated with all restricted stock and unit grants was $6.6 million, $6.0 million and $4.5 million respectively, for the years ended December 31, 2018, 2017 and 2016. Unrecognized compensation expense for these awards as of December 31, 2018 was $9.0 million and will be amortized over the next 34 months.

A summary of the Company's Restricted Stock/Unit award activity during the years ended December 31, 2018, 2017 and 2016 follows:



	Shares/Units		Weighted Average Grant-Date Fair Value
Unvested at January 1, 2016	231,562		$	42.33
Granted (38,934 non-voting)	177,775		47.74
Vested	(104,297	)	41.47
Forfeited	(14,321	)	42.54
Unvested at December 31, 2016	290,719		42.26
Granted (41,318 non-voting)	153,777		55.86
Vested	(103,259	)	43.81
Forfeited	(39,160	)	39.83
Unvested at December 31, 2017	302,077		48.97
Granted (159,541 non-voting)	161,598		55.04
Vested	(103,363	)	48.60
Forfeited	(42,215	)	47.05
Unvested at December 31, 2018	318,097		52.43