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Share-Based Compensation | 3 Months Ended
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Mar. 31, 2022
Share-based Payment Arrangement [Abstract] |
Share-Based Compensation | Note 17 – Share-Based Compensation In June 2017, the Company's Board of Directors adopted, and the Company's stockholder approved, the 2017 Omnibus Incentive Compensation Plan (the “Omnibus Plan”). The Omnibus Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other equity-based, equity-related or cash-based awards. A total of 1,550,000 shares of our common stock have been reserved for issuance under the Omnibus Plan. As of March 31, 2022, there were 400,377 shares available for future grants under the Omnibus Plan. The Company primarily grants time-based restricted share awards that vest over a one to four year period, subject to continued employment. The Company also grants performance-based restricted share awards. The number of shares which may be earned under the award is dependent upon the Company’s return on average assets, weighted equally over a three-year period and measured against a peer group consisting of publicly-traded bank holding companies. Results will be measured cumulatively at the end of the three years. Any earned shares will vest on the third anniversary of the grant date. During 2022, the Company granted 289,277 shares of restricted common stock, par value $0.01 per share. Of this total, 166,290 restricted shares will vest ratably over four years on each anniversary of the grant date, 69,910 restricted shares will vest ratably over three years on each anniversary of the grant date, and 10,589 restricted shares will cliff vest on the third anniversary of the grant date. In addition, 42,488 performance-based restricted shares were included in the 2022 grant which have a period ending December 31, 2024. The following table discloses the changes in restricted shares for the three months ended March 31, 2022:
|  | Omnibus Plan |
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Beginning balance, January 1, 2022 |  |  | 542,520 |  |  | $ | 19.04 |
Granted |  |  | 289,277 |  |  |  | 26.97 |
Vested |  |  | (75,171 | ) |  |  | 18.47 |
Forfeited |  |  | (169 | ) |  |  | 18.33 |
Ending balance outstanding at March 31, 2022 |  |  | 756,457 |  |  | $ | 22.13 |
A total of 75,171 restricted shares vested during the three months ended March 31, 2022. A total of 148,577 restricted shares vested during the year ended December 31, 2021. The fair value of restricted shares that vested during the three months ended March 31, 2022 was $2.0 million. The fair value of restricted shares that vested during the year ended December 31, 2021 was $3.4 million. The Company recognizes share-based compensation based on the estimated fair value of the restricted stock at the grant date. Share-based compensation expense is included in non-interest expense in the Condensed Consolidated Statements of Operations. The following table summarizes restricted stock compensation expense for the three months ended March 31, 2022 and 2021:
|  | Three Months Ended March 31, |
|  | 2022 |  |  | 2021 |
Total share-based compensation - restricted stock |  | $ | 1,264 |  |  | $ | 783 |
Income tax benefit |  |  | 343 |  |  |  | 218 |
Unrecognized compensation expense |  |  | 13,525 |  |  |  | 9,720 |
Weighted-average amortization period remaining |  | 2.9 years |  |  | 2.7 years |
The fair value of the unvested restricted stock awards at March 31, 2022 was $20.2 million. In October 2014, the Company adopted the Byline Bancorp, Inc. Equity Incentive Plan (“BYB Plan”). The maximum number of shares available for grants under this plan was 2,476,122 shares. The Company granted 1,846,968 options to purchase shares under this plan. In June 2017, the Board of Directors terminated the BYB Plan and no future grants can be made under this plan. Options to purchase a total of 1,080,554 shares remain outstanding under the BYB Plan at March 31, 2022. The types of stock options granted under the BYB Plan were Time Options and Performance Options. The exercise price of each option is equal to the fair value of the stock as of the date of grant. These option awards have vesting periods ranging from one to five years and have 10-year contractual terms. Stock volatility was computed as the average of the volatilities of peer group companies. All outstanding stock options were fully vested and exercisable at March 31, 2022. The fair values of the stock options were determined using the Black-Scholes-Merton model for Time Options and a Monte Carlo simulation model for Performance Options. The following table discloses the activity in shares subject to options and the weighted average exercise prices, in actual dollars, for the three months ended March 31, 2022:
|  | BYB Plan |
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Intrinsic Value |  |  | Weighted Average Remaining Contractual Term (in Years) |
Beginning balance, January 1, 2022 |  |  | 1,337,048 |  |  | $ | 11.26 |  |  | $ | 21,519 |  |  |  | 3.5 |
Exercised |  |  | (256,494 | ) |  |  | 11.18 |  |  | $ | 4,054 |  |  |  |
Expired |  |  | — |  |  |  |  |  |  |  |  |  |
Ending balance outstanding at March 31, 2022 |  |  | 1,080,554 |  |  | $ | 11.27 |  |  | $ | 16,647 |  |  |  | 3.2 |
Exercisable at March 31, 2022 |  |  | 1,080,554 |  |  | $ | 11.27 |  |  | $ | 16,647 |  |  |  | 3.2 |
A total of 256,494 stock options were exercised during the three months ended March 31, 2022, proceeds of which were $470,000, with a related tax benefit of $1.1 million. A total of 53,531 stock options were exercised during the year ended December 31, 2021, with proceeds of $751,000 and a related tax benefit of $121,000. No stock options vested during the three months ended March 31, 2022. The Company did not recognize any stock option compensation expense during three months ended March 31, 2022 or for the three months ended March 31, 2021. There was no unrecognized stock option compensation expenses as of March 31, 2022. Pursuant to the terms of the Agreement and Plan of Merger with First Evanston and its subsidiaries, dated as of November 27, 2017 (the "Merger Agreement"), each outstanding First Evanston option held by a participant in the First Evanston Bancorp, Inc. Stock Incentive Plan (the “FEB Plan”) ceased to represent a right to acquire shares of First Evanston common stock and was assumed and converted automatically into a fully vested and exercisable adjusted option to purchase shares of Byline common stock (each an “Adjusted Option”). In accordance with the Merger Agreement, the number of shares of Byline common stock to which each such Adjusted Option relates is equal to the product (rounded down to the nearest whole share of Byline common stock) of: (a) the number of shares of First Evanston common stock subject to the First Evanston Option immediately prior to May 31, 2018, multiplied by (b) 4.725. Each Adjusted Option has an exercise price per share of Byline common stock equal to the quotient (rounded up to the nearest whole cent) of (x) the per share exercise price of such First Evanston Option immediately prior to May 31, 2018, divided by (y) 4.725. The description of the conversion process is based on, and qualified by, the Merger Agreement. The following table discloses the activity in shares subject to options under the FEB Plan and the weighted average exercise prices, in actual dollars, for the three months ended March 31, 2022:
|  | FEB Plan |
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Intrinsic Value |  |  | Weighted Average Remaining Contractual Term (in Years) |
Beginning balance, January 1, 2022 |  |  | 170,697 |  |  | $ | 11.60 |  |  | $ | 2,688 |  |  |  | 3.4 |
Exercised |  |  | — |  |  |  |  |  |  |  |  |  |
Expired |  |  | — |  |  |  |  |  |  |  |  |  |
Ending balance outstanding at March 31, 2022 |  |  | 170,697 |  |  | $ | 11.60 |  |  | $ | 2,574 |  |  |  | 3.1 |
Exercisable at March 31, 2022 |  |  | 170,697 |  |  | $ | 11.60 |  |  | $ | 2,574 |  |  |  | 3.1 |
No stock options were exercised during the three months ended March 31, 2022. A total of 62,366 stock options were exercised during the year ended December 31, 2021, proceeds of which were $705,000 and a related tax benefit of $153,000. No stock options vested during the three months ended March 31, 2022.

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