NOTE 13 – STOCK-BASED COMPENSATION PLANS

The Company sponsored a Stock Appreciation Rights Plan (the SAR Plan) which, as of September 30, 2019 authorized the issuance of performance shares (units) to certain key employees and directors as approved by the Board of Directors. Upon issuance, each unit was assigned a value equal to the price per share of the Company’s stock as determined by an independent appraisal subject to approval by the Board of Directors. The units were revalued each year thereafter based on an independent appraisal. As of December 31, 2018, all outstanding units were fully vested and were subsequently exercised during 2019.

In June 2019, the Company adopted, subject to stockholder approval, the HBT Financial, Inc. Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The stockholders approved the Omnibus Incentive Plan on October 9, 2019. The Omnibus Incentive Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. The maximum number of shares of common stock available for issuance under the Omnibus Incentive Plan is 1,820,000 shares.

On September 1, 2019, the Company granted 110,160 units to certain key employees, at a grant date assigned value of $25.75 per unit. Of the units granted on September 1, 2019, 79,560 units were fully vested on the grant date and 30,600 units vest ratably over a 4-year period.

Units are classified as liabilities. As of September 30, 2019 there was no liability recorded for the outstanding units. As of December 31, 2018, the liability recorded for the outstanding units was $1,884,000. During the three months ended September 30, 2019 and 2018, the Company recognized $64,000 and $482,000 as compensation expense, respectively. During the nine months ended September 30, 2019 and 2018, the Company recognized $(51,000) and $540,000 as compensation expense, respectively. As of September 30, 2019 and December 31, 2018, there was no unrecognized compensation cost related to non-vested stock-based compensation agreements.

As of September 30, 2019, the liability recorded for previously exercised units was $1,674,000, which will be paid in five equal annual installments beginning in 2019 or 2020. As of December 31, 2018, the liability recorded for previously exercised units was $176,000 and was paid in 2019.

Subsequent to September 30, 2019, in conjunction with the initial public offering, the grant date assigned value of all outstanding units with a grant date assigned value of $25.75 was adjusted to $16.32, reflecting a decrease per unit equal to the $9.43 per share special dividend paid to shareholders of record prior to the initial public offering.

A summary of the status of awards as of September 30, 2019 and December 31, 2018, and changes during the three and nine months ended September 30, 2019 and 2018, is as follows:


Three Months Ended September 30, 2019	Units	Weighted Average Grant Date Assigned Value
Outstanding, June 30, 2019	42,840	$	7.46
Granted	110,160		25.75
Exercised	(42,840)		7.46
Forfeited	—		—
Outstanding, September 30, 2019	110,160	$	25.75

Three Months Ended September 30, 2018
Outstanding, June 30, 2018	91,800	$	5.73
Granted	—		—
Exercised	—		—
Forfeited	—		—
Outstanding, September 30, 2018	91,800	$	5.73

Nine Months Ended September 30, 2019
Outstanding, December 31, 2018	91,800	$	5.73
Granted	110,160		25.75
Exercised	(91,800)		5.73
Forfeited	—		—
Outstanding, September 30, 2019	110,160	$	25.75

Nine Months Ended September 30, 2018
Outstanding, December 31, 2017	116,280	$	5.66
Granted	—		—
Exercised	(24,480)		5.43
Forfeited	—		—
Outstanding, September 30, 2018	91,800	$	5.73

Exercisable, September 30, 2019	79,560	$	25.75
Exercisable, December 31, 2018	91,800	$	5.73

A further summary of awards outstanding as of September 30, 2019, is as follows:


	Units	Units
Range of Grant Date Assigned Values	Outstanding	Exercisable
$ 25.75	110,160		79,560