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Equity-Based Compensation Plan

12 Months Ended

Dec. 31, 2014

Disclosure Of Share Based Compensation Arrangements By Share Based Payment Award Text Block

NOTE 19 – EQUITY-BASED COMPENSATION PLAN

The Omnibus Plan provides for equity-based compensation incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and dividend equivalents, as well as equity-based performance awards. The Omnibus Plan replaced and superseded the Stock Option Plans. All outstanding stock options under the Stock Option Plans continue in full force and effect, subject to their original terms.

The activity in outstanding options for the years ended December 31, 2014, 2013 and 2012 is set forth below:

	Year Ended December 31,
	2014			2013			2012
		Weighted			Weighted			Weighted
	Number	Average		Number	Average		Number	Average
	Of	Exercise		Of	Exercise		Of	Exercise
	Options	Price		Options	Price		Options	Price
Beginning of period	908,118	$	14.46	922,593	$	14.50	786,704	$	15.02
Options granted	193,100		16.10	196,000		14.52	204,543		11.83
Options exercised	(54,397)		11.86	(34,396)		12.65	(32,954)		11.98
Options forfeited	(158,250)		19.29	(176,079)		15.11	(35,700)		11.93
End of period	888,571	$	14.12	908,118	$	14.46	922,593	$	14.50

The following table summarizes the range of exercise prices and the weighted average remaining contractual life of the options outstanding at December 31, 2014:

	Outstanding					Exercisable
					Weighted
					Average
			Weighted		Contract Life			Weighted
	Number of		Average		Remaining	Number of		Average
Range of Exercise Prices	Options		Exercise Price		(Years)	Options		Exercise Price
$5.63 to $8.45		9,960		8.28	4.3		9,960		8.28
8.46 to 11.26		1,000		10.29	2.6		1,000		10.29
11.27 to 14.08		478,361		11.94	5.4		291,227		12.02
14.09 to 16.90		347,200		15.34	7.7		40,000		15.11
19.72 to 22.53		1,500		21.86	3.2		1,500		21.86
22.54 to 25.35		4,700		24.13	0.1		4,700		24.13
25.36 to 28.17		45,850		27.55	0.0		45,850		27.55
		888,571	$	14.12	6.0		394,237	$	14.22
Aggregate Intrinsic Value	$	2,252,167				$	956,938

The average fair value of each option granted during 2014, 2013 and 2012 was $5.77, $5.94 and $5.41, respectively. The average fair value of each option granted was estimated at the date of the grant using the Black-Scholes option pricing model. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no restrictions and are fully transferable and negotiable in a free trading market. Black-Scholes does not consider the employment, transfer or vesting restrictions that are inherent in the Company's stock options. Use of an option valuation model, as required by GAAP, includes highly subjective assumptions based on long-term predictions, including the expected stock price volatility and average life of each option grant.

The following assumptions were used in estimating the fair value of the options granted during the years ended December 31, 2014, 2013 and 2012:

	Year Period Ended December 31,
	2014	2013	2012
Weighted average assumptions:
Dividend yield	1.87%	1.66%	1.80%
Expected volatility	42.08%	44.34%	51.13%
Risk-free interest rate	2.38%	1.55%	1.70%
Expected life (in years)	8.0	8.0	8.0

The following table summarizes the activity in restricted units under the Omnibus Plan for the years ended December 31, 2014, 2013 and 2012:

	Year Ended December 31,
	2014			2013			2012
		Weighted			Weighted			Weighted
		Average			Average			Average
	Restricted	Grant Date		Restricted	Grant Date		Restricted	Grant Date
	Units	Fair Value		Units	Fair Value		Units	Fair Value
Beginning of period	158,750	$	13.95	197,500	$	12.13	205,149	$	11.27
Restricted units granted	39,200		16.10	85,700		15.86	57,350		11.85
Restricted units lapsed	(37,342)		12.03	(113,367)		12.34	(47,210)		8.29
Restricted units forfeited	(7,558)		14.30	(11,083)		12.87	(17,789)		11.48
End of period	153,050	$	14.95	158,750	$	13.95	197,500	$	12.13

At the 2013 annual meeting, the shareholders of the Company approved an increase of 1,437,176 shares of common stock reserved for issuance under the Omnibus Plan for a total of 1,500,000 shares.

The total unrecognized compensation cost related to non-vested restricted units to members of management at December 31, 2014 was $3.3 million and is expected to be recognized over a weighted-average period of 2.7 years

- Definition

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

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