Note 15. Equity-Based Compensation Plans

At December 31, 2014, the Company had the following equity-based compensation plans: the First Bancorp 2014 Equity Plan, the First Bancorp 2007 Equity Plan, and the First Bancorp 2004 Stock Option Plan. The Company's shareholders approved all equity-based compensation plans. The First Bancorp 2014 Equity Plan became effective upon the approval of shareholders on May 8, 2014. As of December 31, 2014, the First Bancorp 2014 Equity Plan was the only plan that had shares available for future grants.

The First Bancorp 2014 Equity Plan is intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans' participants with those of the Company and its shareholders. The First Bancorp 2014 Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units.

Recent equity grants to employees have either had performance vesting conditions, service vesting conditions, or both. Compensation expense for these grants is recorded over the various service periods based on the estimated number of equity grants that are probable to vest. No compensation cost is recognized for grants that do not vest and any previously recognized compensation cost will be reversed. As it relates to director equity grants, the Company grants common shares, valued at approximately $16,000 to each non-employee director (currently 10 in total) in June of each year. Compensation expense associated with these director grants is recognized on the date of grant since there are no vesting conditions.

Pursuant to an employment agreement, the Company granted the chief executive officer 75,000 non-qualified stock options and 40,000 shares of restricted stock during the third quarter of 2012. The option award would have fully vested on December 31, 2014 if the Company achieved a certain earnings target for 2014. The Company did not achieve the applicable target, and as such, the option award was forfeited as of December 31, 2014. No compensation expense was recognized for the option award. The restricted stock award will vest in full on December 31, 2015, if the Company achieves a certain earnings target in 2015, and will be forfeited if the applicable target is not achieved. Compensation expense for the stock grant will be recorded over the period based on the estimated number of restricted stock that is probable to vest. If the award does not vest, no compensation cost will be recognized and any previously recognized compensation cost will be reversed. Based on current conditions, the Company has concluded that it is not probable that the restricted stock award will vest, and thus no compensation expense has been recorded.

Based on the Company's performance in 2013, the Company granted long-term restricted shares of common stock to the chief executive officer on February 11, 2014 with a two-year minimum vesting period. The total compensation expense associated with the grant was $278,200 and the grant will fully vest on January 1, 2016. One third of this value was expensed during 2013. The Company recorded $92,800 in compensation expense related to this grant during 2014, and expects to record $23,200 in compensation expense each quarter thereafter until the award vests.

The Company granted long-term restricted shares of common stock to certain senior executives on February 23, 2012 with a two year minimum vesting period. The total compensation expense associated with this grant was $58,900 and the grant fully vested on February 23, 2014. The Company recorded $600, $20,900 and $37,400 in compensation expense related to this grant during 2014, 2013 and 2012, respectively.

The Company granted long-term restricted shares of common stock to certain senior executives on February 24, 2011 with a two year minimum vesting period. The total compensation expense associated with this grant was $89,600 and the grant fully vested on February 24, 2013. The Company recorded $6,500 and $41,400 in compensation expense during 2013 and 2012, respectively.

Under the terms of the predecessor plans and the First Bancorp 2014 Equity Plan, stock options can have a term of no longer than ten years, and all options granted thus far under these plans have had a term of ten years. In a change in control (as defined in the plans), unless the awards remain outstanding or substitute equivalent awards are provided, the awards become immediately vested .

At December 31, 2014, there were 179,102 stock options outstanding related to the three First Bancorp plans, with exercise prices ranging from $14.35 to $22.12. At December 31, 2014, there were 989,935 shares remaining available for grant under the First Bancorp 2014 Equity Plan.

The Company issues new shares of common stock when options are exercised.

The Company measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The Company determines the assumptions used in the Black-Scholes option pricing model as follows: the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant; the dividend yield is based on the Company's dividend yield at the time of the grant (subject to adjustment if the dividend yield on the grant date is not expected to approximate the dividend yield over the expected life of the option); the volatility factor is based on the historical volatility of the Company's stock (subject to adjustment if future volatility is reasonably expected to differ from the past); and the weighted-average expected life is based on the historical behavior of employees related to exercises, forfeitures and cancellations.

The Company's equity grants for 2014 were the issuance of 1) 15,657 shares of long-term restricted stock to the chief executive officer on February 11, 2014, at a fair market value of $17.77 per share, which was the closing price of the Company's common stock on that date, and 2) 10,065 shares of common stock to non-employee directors on June 2, 2014 (915 shares per director), at a fair market value of $17.60 per share, which was the closing price of the Company's common stock on that date.

The Company's equity grants for 2013 were the issuance of 13,164 shares of common stock to non-employee directors on June 3, 2013 (1,097 shares per director), at a fair market value of $14.68 per share, which was the closing price of the Company's common stock on that date.

The Company's equity grants for 2012 were the issuance of 1) 9,559 shares of long-term restricted stock to certain senior executives on February 23, 2012, at a fair market value of $10.96 per share, which was the closing price of the Company's common stock on that date, 2) 25,452 shares of common stock to non-employee directors on June 1, 2012 (1,818 shares per director), at a fair market value of $8.86 per share, which was the closing price of the Company's common stock on that date, 3) 40,000 shares of restricted stock to the chief executive officer on August 28, 2012, at a fair market value of $9.76 per share, which was the closing price of the Company's common stock on that date, and 4) 75,000 stock options to the chief executive officer on August 28, 2012, at a fair value of $3.65 per share on the date of the grant using the Black-Scholes option pricing model with the following assumptions:

	2012
Expected dividend yield		3.28	%
Risk-free interest rate		1.64	%
Expected life		10 years
Expected volatility		41.82	%

The Company recorded total stock-based compensation expense of $270,000, $222,000 and $311,000 for the years ended December 31, 2014, 2013, and 2012, respectively. Of the $270,000 in expense that was recorded in 2014, approximately $177,000 related to the June 2, 2014 director grants, which is classified as “other operating expenses” in the Consolidated Statements of Income (Loss). The remaining $93,000 in expense relates the employee grants discussed above and is recorded as “salaries expense.” Stock based compensation is reflected as an adjustment to cash flows from operating activities on the Company's Consolidated Statement of Cash Flows. The Company recognized $105,000, $87,000, and $121,000 of income tax benefits related to stock based compensation expense in the income statement for the years ended December 31, 2014, 2013, and 2012, respectively.

As noted above, certain of the Company's stock option grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. The Company has elected to recognize compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for the entire award. Compensation expense is based on the estimated number of stock options and awards that will ultimately vest. Over the past five years, there have only been minimal amounts of forfeitures, and therefore the Company assumes that all awards granted without performance conditions will become vested.

The following table presents information regarding the activity since January 1, 2012 related to all of the Company's stock options outstanding:

	Options Outstanding
	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Contractual Term (years)		Aggregate Intrinsic Value

Balance at January 1, 2012		466,139		$	18.83

Granted		75,000			9.76
Exercised		−			−
Forfeited		−			−
Expired		(53,609	)		16.97

Balance at December 31, 2012		487,530		$	17.64

Granted		−			−
Exercised		−			−
Forfeited		−			−
Expired		(94,872	)		17.36

Balance at December 31, 2013		392,658		$	17.71

Granted		−			−
Exercised		(4,500	)		15.58			$	6,525
Forfeited		(75,000	)		9.76
Expired		(134,056	)		21.10

Outstanding at December 31, 2014		179,102		$	18.55		2.14	$	239,611

Exercisable at December 31, 2014		179,102		$	18.55		2.14	$	239,611

In 2014, the Company received $70,000 as a result of stock option exercises. No stock options were exercised in 2013 or 2012. The Company recorded no tax benefits from the exercise of nonqualified stock options during the years ended December 31, 2014, 2013, and 2012.

The following table summarizes information about the stock options outstanding at December 31, 2014:

	Options Outstanding					Options Exercisable
Range of Exercise Prices	Number Outstanding at 12/31/14		Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable at 12/31/14		Weighted- Average Exercise Price

$13.27 to $15.48		22,500	4.0	$	14.35		22,500	$	14.35
$15.48 to $17.70		72,602	2.4		16.62		72,602		16.62
$17.70 to $19.91		20,250	2.2		19.61		20,250		19.61
$19.91 to $22.12		63,750	1.1		21.89		63,750		21.89
		179,102	2.1	$	18.55		179,102	$	18.55

The following table presents information regarding the activity during 2012, 2013, and 2014 related to the Company's outstanding restricted stock:

	Long-Term Restricted Stock
	Number of Units			Weighted- Average Grant-Date Fair Value

Nonvested at January 1, 2012		7,259		$	14.54

Granted during the period		49,559			9.99
Vested during the period		-			-
Forfeited or expired during the period		(2,474	)		12.55

Nonvested at December 31, 2012		54,344		$	10.48

Granted during the period		-			-
Vested during the period		(6,163	)		14.54
Forfeited or expired during the period		(2,807	)		10.96

Nonvested at December 31, 2013		45,374		$	9.90

Granted during the period		15,657			17.77
Vested during the period		(15,812	)		15.46
Forfeited or expired during the period		-			-

Nonvested at December 31, 2014		45,219		$	10.68