Note 14.

Equity-Based Compensation

The Company maintains equity-based compensation plans to promote the long-term success of the Company by encouraging officers, employees, directors, and other individuals performing services for the Company to focus on critical long-range objectives. The Company’s equity-based compensation plans include the 2012 Omnibus Equity Compensation Plan (“2012 Plan”), 2004 Omnibus Stock Option Plan, 2001 Director’s Option Plan, 1999 Stock Option Plan, and various other option plans. As of December 31, 2013, the 2012 Plan was the only plan available for the issuance of future grants. All plans before the 2012 Plan are frozen and no new grants may be issued; however, any options or awards unexercised and outstanding under those plans remain in effect in accordance with their respective terms.

The 2012 Plan made available up to 600,000 shares for potential grants of incentive stock options, nonqualified stock options, performance awards, restricted stock, restricted stock units, stock appreciation rights, bonus stock, and stock awards. Options granted pursuant to the 2012 Plan shall state the period of time the grant may be exercised, not to exceed more than ten years from the date granted. The Company’s Compensation and Retirement Committee shall determine the vesting period for each grant; however, if no vesting period is specified the vesting shall occur in 25% increments on the first four anniversaries of the grant date.

The following table presents the pre-tax compensation expense and excess tax benefit recognized in earnings for all equity-based compensation plans in the periods indicated:


	Year Ended December 31,
(Amounts in thousands)	2013		2012		2011
Pre-tax compensation expense	$	574	$	206	$	98
Excess tax benefit		9		6		5

Stock Options

The fair value of stock options is estimated at the date of grant using the Black-Scholes-Merton valuation model with the following assumptions: expected volatility is based on the weekly historical volatility of the Company’s common stock price over the expected term of the option; the expected term is generally calculated using the shortcut method; the risk-free interest rate is based on the Treasury yield curve on the grant date with a term comparable to the grant; and the dividend yield is based on the Company’s dividend yield using the most recent dividend rate paid per share and trading price of the Company’s common stock.

The following table presents the assumptions used to estimate the fair values of stock options at the date of grant in the periods indicated. No stock options were granted in 2013 or 2012.


	Year Ended December 31,
	2013		2012		2011
Expected volatility		—		—		27.96	%
Expected term (in years)		—		—		6.18
Risk-free interest rate		—		—		1.50	%
Expected dividend yield		—		—		3.24	%
Weighted average fair value of options granted (per share)	$	—		—	$	2.56

The following table presents stock option activity under the equity-based compensation plans in the period indicated:


(Amounts in thousands, except share and per share data)	Option Shares		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value

Outstanding, January 1, 2013		471,880	$	20.87
Granted		—		—
Exercised		5,850		13.01
Canceled		91,201		22.98

Outstanding, December 31, 2013		374,829	$	20.48		5.4	$	529

Exercisable, December 31, 2013		301,369	$	22.53		4.8	$	191

The aggregate intrinsic value of options exercised was $22 thousand as of December 31, 2013, $16 thousand as of December 31, 2012, and $13 thousand as of December 31, 2011.

As of December 31, 2013, unrecognized compensation expense related to nonvested stock options was $61 thousand, which is expected to be recognized over a weighted average period of 0.44 years. The actual compensation cost recognized will differ from this estimate due to a number of items, including new grants and changes in estimated forfeitures.

Restricted Stock Awards

Restricted stock awards represent shares issued upon grant that are restricted and generally use a three-year vesting schedule from the grant date. The fair value of restricted stock awards is calculated using the Company’s common stock price on the grant date. The following table presents restricted stock activity under the equity-based compensation plans in the period indicated:


	Shares		Weighted Average Grant-Date Fair Value
Nonvested, January 1, 2013		18,950	$	12.67
Granted		2,700		16.24
Vested		6,050		13.23
Canceled		13,000		12.68

Nonvested, December 31, 2013		2,600	$	15.09

As of December 31, 2013, unrecognized compensation cost related to nonvested restricted stock awards was $23 thousand, which is expected to be recognized over a weighted average period of 0.87 years. The actual compensation cost recognized will differ from this estimate due to a number of items, including new awards granted and changes in estimated forfeitures.

Performance Stock Awards

Performance stock awards represent shares potentially issuable in the future. In 2013, the Company awarded 80,872 shares with a three-year performance period. Approximately 48% of each award vested on the grant date and the remaining shares vest in three equal installments, subject to the annual performance requirement and the recipient’s continued employment on the applicable vesting date. The performance requirement is based on an annual three-year average minimum growth rate in earnings per share. The fair value of performance stock awards is calculated using the Company’s stock price on the grant date. The following table presents performance stock activity under the 2012 Plan in the period indicated:


	Shares		Weighted Average Grant-Date Fair Value
Nonvested, January 1, 2013		—	$	—
Granted		80,872		15.75
Vested		39,084		15.75
Canceled		4,854		15.56

Nonvested, December 31, 2013		36,934	$	15.78

As of December 31, 2013, unrecognized compensation cost related to nonvested performance stock awards was $216 thousand, which is expected to be recognized over a weighted average period of 1.08 years. The actual compensation cost recognized will differ from this estimate due to a number of items, including new awards granted and changes in estimated forfeitures.