XML 34 R21.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Note 11 - Stock-based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2017
Notes to Financial Statements |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11. Stock-Based Compensation For the years ended December 31, 2017, 2016 and 2015 the Company’s net income, as reported, includes $5.9 million, $5.9 million and $4.8 million, respectively, of stock-based compensation costs, including the benefit or expense of phantom stock awards, and $1.9 million, $2.3 million and $1.7 million, respectively, of income tax benefits related to the stock-based compensation plans. 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. There were 276,900, 337,175 and 318,120 restricted stock units granted for the years ended December 31, 2017, 2016 and 2015, respectively. No stock options have been granted by the Company since 2009. There are 1,200 options outstanding at an average weighted exercise price of $13.91. The 2014 Omnibus Incentive Plan ( “2014 Omnibus Plan”) became effective on May 20, 2014 after adoption by the Board of Directors and approval by the stockholders. The 2014 Omnibus Plan authorizes the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) to grant a variety of equity compensation awards as well as long-term and annual cash incentive awards, all of which can, but need not, be structured so as to comply with Section 162 (m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The 2014 Omnibus Plan authorizes the issuance of 1,100,000 shares. To the extent that an award under the 2014 Omnibus Plan is cancelled, expired, forfeited, settled in cash, settled by issuance of fewer shares than the number underlying the award, or otherwise terminated without delivery of shares to a participant in payment of the exercise price or taxes relating to an award, the shares retained by or returned to the Company will be available for future issuance under the 2014 Omnibus Plan. No further awards may be granted under the Company’s 2005 Omnibus Incentive Plan, 1996 Stock Option Incentive Plan, and 1996 Restricted Stock Incentive Plan (“Prior Plans”). On May 31, 2017, stockholders approved an amendment to the 2014 Omnibus Plan (the “Amendment”) authorizing an additional 672,000 shares available for future issuance. In addition, to increasing the number of shares for future grants, the Amendment eliminates, in the case of stock options and SARs, the ability to recycle shares used to satisfy the exercise price or taxes for such awards. No other amendments to the 2014 Omnibus Plan were made. Including the additional shares authorized from the Amendment, 954,003 shares are available for future issuance under the 2014 Omnibus Plan at December 31, 2017. To fund restricted stock unit awards or option exercises, shares are issued from treasury stock, if available; otherwise new shares are issued. Options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards granted under the 2014 Omnibus Plan are generally subject to a minimum vesting period of three years with stock options having a 10 -year maximum contractual term. Other awards do not have a contractual term of expiration. The Compensation Committee is authorized to grant awards that vest upon a participant’s retirement. These amounts are included in stock-based compensation expense at the time of the participant’s retirement eligibility. The following table summarizes the Company’s restricted stock unit (“RSU”) awards under the 2014 Omnibus Plan and the Prior Plans in the aggregate for the year ended December 31, 2017:
|  | Shares |  | Weighted-Average Grant-Date Fair Value
Non-vested at December 31, 2016 |  |  | 488,779 |  |  | $ | 18.99 |
Granted |  |  | 276,900 |  |  |  | 28.21 |
Vested |  |  | (244,762 | ) |  |  | 21.93 |
Forfeited |  |  | (23,595 | ) |  |  | 23.62 |
Non-vested at December 31, 2017 |  |  | 497,322 |  |  | $ | 22.46 |
Vested but unissued at December 31, 2017 |  |  | 244,077 |  |  | $ | 22.67 |
As of December 31, 2017, there was $7.8 million of total unrecognized compensation cost related to RSU awards granted under the 2014 Omnibus Plan and the Prior Plans. That cost is expected to be recognized over a weighted-average period of 2.9 years. The total fair value of awards vested for the years ended December 31, 2017, 2016 and 2015 were $7.0 million, $4.9 million and $4.9 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 no risk of forfeiture. These shares will be issued at the original contractual vesting and settlement dates. As of December 31, 2017, there is no remaining unrecognized compensation cost related to stock options granted. The following table summarizes certain information regarding the stock option awards under the 2014 Omnibus Plan and the Prior Plans in the aggregate for the year ended December 31, 2017:
|  | Shares |  | Weighted- Average Exercise Price |  | Weighted-Average Remaining Contractual (years) |  | Aggregate Intrinsic Value ($000) *
Outstanding at December 31, 2016 |  |  | 5,600 |  |  | $ | 9.61 |  |  |  |  |  |  |  |  |
Granted |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |
Exercised |  |  | (4,400 | ) |  |  | 8.44 |  |  |  |  |  |  |  |  |
Forfeited |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2017 |  |  | 1,200 |  |  | $ | 13.91 |  |  |  | 0.8 |  |  | $ | 16 |
Exercisable shares at December 31, 2017 |  |  | 1,200 |  |  | $ | 13.91 |  |  |  | 0.8 |  |  | $ | 16 |
* The intrinsic value of a stock option is the difference between the market value of the underlying stock and the exercise price of the option. Cash proceeds, fair value received, tax benefits, and intrinsic value related to stock options exercised, during the years ended December 31, 2017, 2016 and 2015 are provided in the following table:
(In thousands) |  | 2017 |  | 2016 |  | 2015
Proceeds from stock options exercised |  | $ | - |  |  | $ | 328 |  |  | $ | 145 |
Fair value of shares received upon exercise of stock options |  |  | 37 |  |  |  | 1,380 |  |  |  | 447 |
Tax benefit related to stock options exercised |  |  | 39 |  |  |  | 185 |  |  |  | 99 |
Intrinsic value of stock options exercised |  |  | 96 |  |  |  | 841 |  |  |  | 330 |
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. However, certain officers who have not reached the designated level but were already participants remain eligible to participate in the Plan. Awards are made under this plan on certain compensation not eligible for contributions made under the profit sharing plan, due to the terms of the profit sharing plan and the Internal Revenue Code. Employees receive awards under this plan proportionate to the amount they would have received under the profit sharing plan, but for limits imposed by the profit sharing plan and the Internal Revenue Code. The awards are made as cash awards, and then converted to common stock equivalents (phantom shares) at the then current fair value of the Company’s common stock. Dividends are credited to each employee’s account in the form of additional phantom shares each time the Company pays a dividend on its common stock. In the event of a change of control (as defined in this plan), an employee’s interest is converted to a fixed dollar amount and deemed to be invested in the same manner as his interest in the Bank’s non-qualified deferred compensation plan. Employees vest under this plan 20% per year for the first 5 years of employment and are 100% vested thereafter. Employees also become 100% vested upon a change of control. Employees receive their vested interest in this plan in the form of a cash lump sum payment or installments, as elected by the employee, after termination of employment. 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 Company’s Phantom Stock Plan at or for the year ended December 31, 2017:
Phantom Stock Plan |  | Shares |  | Fair Value
Outstanding at December 31, 2016 |  |  | 89,339 |  |  | $ | 29.39 |
Granted |  |  | 8,469 |  |  |  | 27.43 |
Forfeited |  |  | (10 | ) |  |  | 28.95 |
Distributions |  |  | (8,618 | ) |  |  | 28.72 |
Outstanding at December 31, 2017 |  |  | 89,180 |  |  | $ | 27.50 |
Vested at December 31, 2017 |  |  | 88,895 |  |  | $ | 27.50 |
The Company recorded stock-based compensation (benefit) expense for the phantom stock plan of ( $0.1 ) million, $0.7 million and $0.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. The total fair value of distributions from the phantom stock plan were $247,000, $45,000 and $12,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration