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Share-Based Compensation | 6 Months Ended
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Jun. 30, 2022
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | SHARE-BASED COMPENSATION At June 30, 2022, Old National had 9.1 million shares remaining available for issuance under the Company’s Amended and Restated 2008 Incentive Compensation Plan (the “ICP”). An amendment to increase the number of shares authorized for issuance under the ICP by 9.0 million was approved on May 18, 2022. The granting of awards to key employees is typically in the form of restricted stock awards or units. Restricted Stock Awards Old National granted 0.9 million time-based restricted stock awards to certain key employees during the six months ended June 30, 2022. Additionally, in connection with the First Midwest merger, each restricted stock award of First Midwest common stock that was outstanding, unvested, and unsettled at the merger date was assumed and equitably converted into a restricted stock award of Old National common stock subject to the same vested terms and conditions, resulting in an issuance of an aggregate 0.9 million restricted stock awards of Old National common stock. Shares generally vest annually over a three year period, cliff vest in three years from the grant date, or vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. At June 30, 2022, unvested shares totaled 2.0 million. Compensation expense is measured as the fair value of the award at grant date recognized over the service period of the award. Shares are subject to certain restrictions and risk of forfeiture by the participants. At June 30, 2022, unrecognized compensation expense for unvested restricted stock awards was $23.6 million. Old National recorded share-based compensation expense, net of tax, related to restricted stock awards of $2.9 million during the three months ended June 30, 2022 and $5.4 million for the six months ended June 30, 2022, compared to $0.7 million for the three months ended June 30, 2021 and $1.4 million for the six months ended June 30, 2021. Restricted Stock Units Old National granted 1.2 million shares of performance based restricted stock units to certain key officers during the six months ended June 30, 2022. Additionally, in connection with the First Midwest merger, each time-based or performance-based restricted stock unit award of First Midwest common stock that was outstanding, unvested, and unsettled at the merger date was assumed and equitably converted into a time-based restricted stock unit award of Old National common stock subject to the same vested terms and conditions (other than performance conditions), resulting in an issuance of an aggregate 0.7 million restricted stock units of Old National common stock. Shares vest at the end of a 24 or 36 month period based on the achievement of certain targets. If targets are achieved prior to the end of the 24 month performance period, vesting can be accelerated. At June 30, 2022, unvested shares totaled 2.1 million. Compensation expense is recognized on a straight line basis over the performance period of the award. For certain awards, the level of performance could increase or decrease the number of shares earned. Shares are subject to certain restrictions and risk of forfeiture by the participants. As of June 30, 2022, there was $21.9 million of unrecognized compensation cost related to unvested restricted stock units. Old National recorded share-based compensation expense, net of tax, related to restricted stock units of $3.0 million during the three months ended June 30, 2022 and $5.4 million for the six months ended June 30, 2022, compared to $0.7 million during the three months ended June 30, 2021 and $1.3 million for the six months ended June 30, 2021. Stock Options and Appreciation Rights Old National has not granted stock options since 2009. However, Old National did acquire stock options and stock appreciation rights through its prior acquisitions. Old National recorded no incremental expense associated with the conversion of these options and stock appreciation rights. At June 30, 2022, 8 thousand stock appreciation rights remained outstanding.

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