NOTE

13:

EMPLOYEE BENEFIT PLANS

Retirement Plans

The Company has a

401(k)

retirement plan that covers substantially all employees. The Company has also historically had a discretionary profit sharing and employee stock ownership plan (“ESOP”) covering substantially all employees. Effective

December

31,

2016,

the ESOP was merged into the Company’s

401(k)

retirement plan. This merger will allow participants to fully diversify their ESOP account balance and have reporting access to all retirement account balances in

one

place. Contribution expense to the plans totaled

$5,488,000,

$6,278,000

and

$4,496,000

2016,

2015

and

2014,

respectively.

The Company also provides deferred compensation agreements with certain active and retired officers. The agreements provide monthly payments of retirement compensation for either stated periods or for the life of the participant. The charges to income for the plans were

$1,056,000

for

2016,

$804,000

for

2015

and

$453,000

for

2014.

Such charges reflect the straight-line accrual over the employment period of the present value of benefits due each participant, as of their full eligibility date, using an appropriate discount factor.

Employee Stock Purchase Plan

The Company established an Employee Stock Purchase Plan in

2015

which generally allows participants to make contributions of up to

$25,000

per year, for the purpose of acquiring the Company’s stock. At the end of each plan year, full shares of the Company’s stock are purchased for each employee based on that employee’s contributions. The Company has issued both general and special stock offerings under the plan. Substantially all employees are eligible for the general stock offering, under which full shares of the Company’s stock are purchased for an amount equal to

95%

of their fair market value at the end of the plan year, or, if lower,

95%

of their fair market value at the beginning of the plan year.

The special stock offering is available to substantially all non-highly compensated employees with at least

six

months of service, and these employees

may

allocate up to

$10,000

to this offering. Under the special stock offering, full shares of the Company’s stock are purchased for an amount equal to

85%

of their fair market value at the end of the plan year, or, if lower,

85%

of their fair market value at the beginning of the plan year.

Stock-Based Compensation Plans

The Company’s Board of Directors has adopted various stock-based compensation plans. The plans provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and performance stock units. Pursuant to the plans, shares are reserved for future issuance by the Company upon exercise of stock options or awarding of bonus shares granted to directors, officers and other key employees.

109

Stock-based compensation expense for all stock-based compensation awards granted after

January

2006,

is based on the grant date fair value. For all awards except stock option awards, the grant date fair value is the market value per share as of the grant date. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there

may

be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for the Company's employee stock options.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses various assumptions. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Forfeitures are estimated at the time of grant, and are based partially on historical experience.

The table below summarizes the transactions under the Company's active stock compensation plans at

December

31,

2016,

2015

and

2014,

and changes during the years then ended:

	Stock Options Outstanding					Stock Awards Outstanding					Stock Units Outstanding
	Number of Shares (000)			Weighted Average Exercise Price		Number of Shares (000)			Weighted Average Exercise Price		Number of Shares (000)			Weighted Average Exercise Price

Balance, December 31, 2013		185		$	27.04		145		$	26.00		--		$	--
Granted		--			--		134			37.51		--			--
Stock Options Exercised		(65	)		25.86		--			--		--			--
Stock Awards/Units Vested		--			--		(51	)		30.62		--			--
Forfeited/Expired		--			--		(1	)		26.54		--			--

Balance, December 31, 2014		120			27.72		227			31.88		--			--
Granted		375			44.69		95			43.45		20			37.15
Stock Options Exercised		(71	)		22.57		--			--		--			--
Stock Options from Acquisitions		66			20.43		--			--		--			--
Stock Awards/Units Vested		--			--		(131	)		34.77		--			--
Forfeited/Expired		(5	)		24.49		(20	)		35.36		--			--

Balance, December 31, 2015		485			40.62		171			35.65		20			37.15
Granted		58			47.02		136			46.92		108			46.95
Stock Options Exercised		(64	)		30.28		--			--		--			--
Stock Awards/Units Vested		--			--		(159	)		41.91		(12	)		45.54
Forfeited/Expired		(6	)		35.05		(9	)		43.70		(3	)		47.02

Balance, December 31, 2016		473		$	42.85		139		$	40.96		113		$	45.40

Exercisable, December 31, 2016		322		$	41.82

110

The following table summarizes information about stock options under the plans outstanding at

December

31,

2016:

			Options Outstanding						Options Exercisable
Range of Exercise Prices			Number of Shares (000)		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number of Shares (000)		Weighted Average Exercise Price

$17.55	-	$21.29		13		4.58	$	19.93		8	$	19.58
21.51	-	21.51		2		3.05		21.51		2		21.51
28.42	-	28.42		18		0.38		28.42		18		28.42
30.31	-	30.31		26		1.35		30.31		26		30.31
40.57	-	40.57		41		8.00		40.57		40		40.57
40.72	-	40.72		2		7.88		40.72		1		40.72
44.40	-	44.40		52		8.23		44.40		24		44.40
45.50	-	45.50		258		8.61		45.50		200		45.50
47.02	-	47.02		58		9.05		47.02		--		--
48.13	-	48.13		3		8.71		48.13		3		48.13
$17.55	-	$48.13		473		7.72	$	42.84		322	$	41.82

Stock-based compensation expense was

$5,451,000

2016,

$4,018,000

2015

and

$1,366,000

2014.

Stock-based compensation expense is recognized ratably over the requisite service period for all stock-based awards. There was

$842,000

of unrecognized stock-based compensation expense related to stock options at

December

31,

2016.

Unrecognized stock-based compensation expense related to non-vested stock awards was

$7.8

million at

December

31,

2016.

At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was

2.6

years.

The intrinsic value of stock options outstanding and stock options exercisable at

December

31,

2016

was

$9,128,000

and

$6,552,000.

Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was

$62.15

December

31,

2016,

and the exercise price multiplied by the number of options outstanding. There were

63,712

stock options exercised in

2016,

with an intrinsic value of

$2,031,000.

There were

71,368

stock options exercised in

2015,

with an intrinsic value of

$2,054,000.

There were

64,720

stock options exercised in

2014,

with an intrinsic value of

$957,000.

The fair value of the Company’s employee stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. The weighted-average fair value of stock options granted during the year ended

December

31,

2016

was

$11.64

per share. The weighted-average fair value of stock options granted during the year ended

December

31,

2015

was

$7.81

per share. There were no stock options granted during the year ended

December

31,

2014.

The Company estimated expected market price volatility and expected term of the options based on historical data and other factors. The weighted-average assumptions used to determine the fair value of options granted are detailed in the table below:

	Year Ended December 31, 2016			Year Ended December 31, 2015

Expected dividend yield		1.96	%		2.06	%
Expected stock price volatility		27.34	%		16.96	%
Risk-free interest rate		2.01	%		2.17	%
Expected life of options		7 years			10 years