XML 21 R11.htm IDEA: XBRL DOCUMENT
v3.19.2

STOCK-BASED COMPENSATION PLANS | 6 Months Ended
--- | ---
Jun. 30, 2019
STOCK-BASED COMPENSATION PLANS. |
STOCK-BASED COMPENSATION PLANS | 3. STOCK-BASED COMPENSATION PLANS In May 2019, the Company’s shareholders approved the Bridge Bancorp, Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”), which provides for the grant of stock-based and other incentive awards to officers, employees and directors of the Company. The 2019 Equity Incentive Plan superseded the Bridge Bancorp, Inc. 2012 Stock-Based Incentive Plan (the “2012 Equity Incentive Plan”). The 2012 Equity Incentive Plan superseded the 2006 Stock-Based Incentive Plan. The maximum number of shares of stock, in the aggregate, that may be granted under the 2019 Equity Incentive Plan as stock options, restricted stock, or restricted stock units is 370,000 plus the number of shares of stock which have been reserved but not issued under the 2012 Equity Incentive Plan, and any awards that are forfeited under the 2012 Equity Incentive Plan after the effective date of the 2019 Equity Incentive Plan. No further grants will be made under the 2012 Equity Incentive Plan. Currently outstanding grants under the 2012 Equity Incentive Plan will not be affected. The number of shares of common stock of Bridge Bancorp, Inc. available for stock-based awards under the 2019 Equity Incentive Plan is 370,000 plus 162,738 shares that were remaining under the 2012 Equity Incentive Plan. At June 30, 2019, 522,794 shares remain available for issuance, including shares that may be granted in the form of stock options, RSAs, or RSUs. The Compensation Committee of the Board of Directors determines awards under the 2019 Equity Incentive Plan. The Company accounts for the 2019 Equity Incentive Plan under FASB ASC No. 718. Stock Options Stock options may be either incentive stock options, which bestow certain tax benefits on the optionee, or non-qualified stock options, not qualifying for such benefits. All options have an exercise price that is not less than the market value of the Company's common stock on the date of the grant. The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option-pricing model. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of the Company's common stock as of the exercise or reporting date. During the six months ended June 30, 2019 and 2018, in accordance with the Long Term Incentive Plan (“LTI Plan”) for Named Executive Officers (“NEOs”), the Company granted 63,267 and 47,393 stock options, respectively, with an exercise price set to equal a 10.0% premium over the grant date stock price. All of the stock options granted vest ratably over three years. The estimated weighted-average grant-date fair value of all stock options granted in the six months ended June 30, 2019 and 2018 was $5.05 and $6.52 per stock option, respectively, using the Black-Scholes option-pricing model with assumptions as follows:
|  | Six Months Ended |
|  | June 30, |
|  | 2019 |  | 2018 |
Dividend yield |  |  | 2.86 | % |  | 2.80 | %
Expected volatility |  |  | 23.80 |  |  | 27.53 |
Risk-free interest rate |  |  | 2.52 |  |  | 2.67 |
Expected option life |  |  | 6.0 | years |  | 6.5 | years
Compensation expense attributable to stock options was $52 thousand and $91 thousand for the three and six months ended June 30, 2019, respectively. Compensation expense attributable to stock options was $26 thousand and $39 thousand for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, there was $447 thousand of total unrecognized compensation cost related to unvested stock options. The cost is expected to be recognized over a weighted-average period of 2.3 years. The following table summarizes the status of the Company's stock options as of and for the six months ended June 30, 2019:
|  |  |  |  |  |  | Weighted |  |  |  |
|  |  |  | Weighted |  | Average |  |  |  |
|  | Number |  | Average |  | Remaining |  |  | Aggregate
|  | of |  | Exercise |  | Contractual |  |  | Intrinsic
(Dollars in thousands, except per share amounts) |  | Options |  | Price |  | Life |  |  | Value
Outstanding, January 1, 2019 |  | 47,393 |  | $ | 36.19 |  |  |  |  |  |  |
Granted |  | 63,267 |  |  | 35.35 |  |  |  |  |  |  |
Outstanding, June 30, 2019 |  | 110,660 |  |  | 35.71 |  |  | 9.2 | years |  | $ | —
Vested and Exercisable, June 30, 2019 |  | 15,795 |  |  | 36.19 |  |  | 8.6 | years |  |  | —
|  | Number of |  | Exercise
Range of Exercise Prices |  | Options |  | Price
$35.35 |  | 63,267 |  | $ | 35.35
36.19 |  | 47,393 |  |  | 36.19
|  | 110,660 |  |  |
Restricted Stock Awards The Company's RSAs are shares of the Company's common stock that are forfeitable and are subject to restrictions on transfer prior to the vesting date. RSAs are forfeited if the award holder departs the Company before vesting. RSAs carry dividend and voting rights from the date of grant. The vesting of time-vested RSAs depends upon the award holder continuing to render services to the Company. The Company's performance-based RSAs vest subject to the achievement of the Company's corporate goals. The following table summarizes the unvested RSA activity for the six months ended June 30, 2019:
|  |  |  | Weighted
|  |  |  | Average Grant-Date
|  | Shares |  | Fair Value
Unvested, January 1, 2019 |  | 324,882 |  | $ | 29.13
Granted |  | 77,952 |  |  | 31.98
Vested |  | (88,552) |  |  | 27.19
Forfeited |  | (12,317) |  |  | 31.10
Unvested, June 30, 2019 |  | 301,965 |  |  | 30.35
During the six months ended June 30, 2019, the Company granted a total of 77,952 RSAs. Of the 77,952 RSAs granted, 49,925 time-vested RSAs vest ratably over five years and 28,027 time-vested RSAs vest ratably over three years. During the six months ended June 30, 2018, the Company granted a total of 82,982 RSAs. Of the 82,982 RSAs granted, 44,750 time-vested RSAs vest ratably over five years, 13,115 time-vested RSAs vest ratably over three years, and 25,117 performance-based RSAs vest ratably over two years, subject to the achievement of the Company's 2018 corporate goals. As of June 30, 2019, there were 301,965 unvested RSAs consisting of 290,717 time-vested RSAs and 11,248 performance-based RSAs. Compensation expense attributable to RSAs was $527 thousand and $1.1 million for the three and six months ended June 30, 2019, respectively, and $717 thousand and $1.3 million for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, there was $5.9 million of total unrecognized compensation cost related to non-vested RSAs. The cost is expected to be recognized over a weighted-average period of 3.3 years. Restricted Stock Units Long Term Incentive Plan RSUs represent an obligation to deliver shares to a grantee at a future date if certain vesting conditions are met. RSUs are subject to a time-based vesting schedule, or the satisfaction of performance conditions, and are settled in shares of the Company's common stock. RSUs do not provide voting rights and RSUs may provide dividend equivalent rights from the date of grant. During the six months ended June 30, 2019, in accordance with the LTI Plan for NEOs, the Company granted 22,305 RSUs. Of the 22,305 RSUs granted, 13,255 time-vested RSUs vest ratably over five years and 9,050 performance-based RSUs vest subject to the achievement of the Company's three-year corporate goal for the three-year period ending December 31, 2021. The following table summarizes the unvested NEO RSU activity for the six months ended June 30, 2019:
|  |  |  | Weighted
|  |  |  | Average Grant-Date
|  | Shares |  | Fair Value
Unvested, January 1, 2019 |  | 79,238 |  | $ | 27.36
Granted |  | 22,305 |  |  | 33.42
Reinvested dividends |  | 1,269 |  |  | 28.46
Forfeited |  | (16,184) |  |  | 23.34
Vested |  | (2,573) |  |  | 32.90
Unvested, June 30, 2019 |  | 84,055 |  |  | 29.59
Compensation expense attributable to LTI Plan RSUs was $173 thousand and $343 thousand for the three and six months ended June 30, 2019, respectively and $119 thousand and $220 thousand for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, there was $1.7 million of total unrecognized compensation cost related to non-vested RSUs. The cost is expected to be recognized over a weighted-average period of 3.0 years. Directors Plan In April 2009, the Company adopted a Directors Deferred Compensation Plan (“Directors Plan”). Under the Directors Plan, independent directors may elect to defer all or a portion of their annual retainer fee in the form of RSUs. In addition, directors receive a non-election retainer in the form of RSUs. These RSUs vest ratably over one year and have dividend rights but no voting rights. In connection with the Directors Plan, the Company recorded expense of $142 thousand and $285 thousand for the three and six months ended June 30, 2019, respectively, and $140 thousand and $275 thousand for the three and six months ended June 30, 2018, respectively. Employee Stock Purchase Plan In May 2018, the Board of Directors adopted, and stockholders approved the Employee Stock Purchase Plan (“ESPP”). A total of 1,000,000 shares of the Company’s common stock have been initially authorized for issuance under the ESPP. Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to $25 thousand for the purchase of the Company’s common stock at a discounted price per share for any calendar year. The current offering period is from July 1, 2019 through December 31, 2019. During the six months ended June 30, 2019, no shares of common stock were purchased, and no expense was recorded related to the ESPP. During the six months ended June 30, 2018, no shares of common stock were purchased, and no expense was recorded related to the ESPP.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + 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_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration