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Note 17 - Stock-based Compensation

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 17 – Stock-Based Compensation

The Company maintains the 1998 Stock Option Plan (“1998 Plan”), the 2006 Stock Plan (“2006 Plan”) and the 2011 Employee Stock Purchase Plan (“2011 ESPP”).

In connection with the acquisition of Fidelity, the Company assumed the Fidelity 2004 Long Term Incentive Plan and the 2005 Long Term Incentive Plan (the “Fidelity Plans”).

In connection with the acquisition of Virginia Heritage, the Company assumed the Virginia Heritage 2006 Stock Option Plan and the 2010 Long Term Incentive Plan (the “Virginia Heritage Plans”).

No additional options may be granted under the 1998 Plan, the Fidelity Plans or the Virginia Heritage Plans.

The 2006 Plan provides for the issuance of awards of incentive stock options, non-qualifying stock options, restricted stock and stock appreciation rights to selected key employees and members of the Board of Directors. As amended, 1,996,500 shares of common stock are subject to issuance pursuant to awards under the 2006 Plan. Stock options awarded have an exercise price equal to the average of the high and low price of the Company’s shares at the date of grant.

For awards that are service based, compensation expense is being recognized over the service (vesting) period based on fair value, which for stock option grants is computed using the Black-Scholes model, and for restricted stock awards is based on the average of the high and low stock price of the Company’s shares on the date of grant. For awards that are performance-based, compensation expense is recorded based on the probability of achievement of the goals underlying the grant. No performance-based awards are outstanding at December 31, 2015.

In February 2015, the Company awarded 77,370 shares of restricted stock to senior officers, directors and employees. The shares vest in three substantially equal installments beginning on the first anniversary of the date of grant.

In March 2015, the Company awarded 700 shares of restricted stock to an employee. The shares vest in five substantially equal installments beginning on the first anniversary of the date of grant.

In October 2015, the Company awarded an employee stock options to purchase 5,000 shares which have a ten-year term and vest in four installments beginning on the first anniversary of the date of grant.

Below is a summary of stock option activity for the twelve months ended December 31, 2015, 2014 and 2013. The information excludes restricted stock awards.

		2015								2014								2013
		Shares				Weighted-Average Exercise Price				Shares				Weighted-Average Exercise Price				Shares				Weighted-Average Exercise Price

Beginning balance			759,683			$	11.36				503,834			$	10.41				722,155			$	10.18
Issued			5,000				46.50				21,000				32.77				5,800				22.11
Assumed from
Virginia Heritage			-				-				401,497				13.16				-				-
Exercised			(443,912	)			12.03				(157,313	)			14.71				(198,588	)			9.99
Forfeited			(12,380	)			29.58				(8,110	)			33.06				(2,420	)			7.40
Expired			(9,651	)			18.19				(1,225	)			9.00				(23,113	)			10.05
Ending balance			298,740			$	9.97				759,683			$	11.36				503,834			$	10.41

The following summarizes information about stock options outstanding at December 31, 2015. The information excludes restricted stock units and awards.

																Weighted-Average
Outstanding:								Stock Options				Weighted-Average				Remaining
Range of Exercise Prices								Outstanding				Exercise Price				Contractual Life
$	5.76			$	9.21				162,269			$	5.76				2.95
$	9.22			$	15.47				108,529				12.41				1.59
$	15.48			$	22.66				18,794				19.28				6.81
$	22.67			$	49.50				9,148				36.61				7.65
									298,740			$	9.97				2.84

Exercisable:								Stock Options				Weighted-Average
Range of Exercise Prices								Exercisable				Exercise Price
$	5.76			$	9.21				105,359			$	5.76
$	9.22			$	15.47				101,859				12.51
$	15.48			$	22.66				15,714				19.45
$	22.67			$	49.50				2,648				24.59
									225,580			$	9.99

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions as shown in the table below used for grants during the years ended December 31, 2015, 2014 and 2013.

		Years Ended December 31,
		2015				2014				2013
Expected volatility			31.21	%			34.25	%			34.12	%
Weighted-Average volatility			31.21	%			34.25	%			34.12	%
Expected dividends			-				-				-
Expected term (in years)			7.0				9.4				7.5
Risk-free rate			1.64	%			2.26	%			1.31	%
Weighted-average fair value (grant date)		$	16.73			$	13.49			$	7.83
Weighted-average fair value (grant date) for Virginia Heritage Bank ("VHB") options assumed			n/a			$	24.89				n/a

The expected lives are based on the “simplified” method allowed by ASC Topic 718“Compensation,” whereby the expected term is equal to the midpoint between the vesting date and the end of the contractual term of the award.

The total intrinsic value of outstanding stock options was $12.2 million and $18.5 million, respectively, at December 31, 2015 and 2014. The total fair value of stock options vested was $90 thousand and $10.1 million (including $10.0 million of assumed stock options issued under the Virginia Heritage Plans), and $133 thousand for 2015, 2014 and 2013, respectively. Unrecognized stock-based compensation expense related to stock options totaled $138 thousand at December 31, 2015. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 3.26 years.

Cash proceeds, tax benefits and intrinsic value related to total stock options exercised is as follows:

		Years Ended December 31,
(dollars in thousands)		2015				2014				2013

Proceeds from stock options exercised		$	5,176			$	2,313			$	1,984
Tax benefits realized from stock compensation			2,984				978				410
Intrinsic value of stock options exercised			11,042				3,184				3,060

The Company has unvested restricted stock awards of 369,093 shares under the 2006 Plan at December 31, 2015. Unrecognized stock based compensation expense related to restricted stock awards totaled $5.1 million at December 31, 2015. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 1.46 years. The following table summarizes the unvested restricted stock awards at December 31, 2015 and 2014:

		Years Ended December 31,
		2015								2014
		Shares				Weighted-Average Grant Date Fair Value				Shares				Weighted-Average Grant Date Fair Value

Unvested at beginning			509,336			$	21.58				614,580			$	18.71
Issued			78,070				36.06				87,927				33.50
Forfeited			(8,490	)			33.57				(8,250	)			25.28
Vested			(209,823	)			21.47				(184,921	)			17.54
Unvested at end			369,093			$	24.43				509,336			$	21.58

Approved by shareholders in May 2011, the 2011 ESPP reserved 550,000 shares of common stock (as adjusted for stock dividends) for issuance to employees. Whole shares are sold to participants in the plan at 85% of the lower of the stock price at the beginning or end of each quarterly offering period. The 2011 ESPP is available to all eligible employees who have completed at least one year of continuous employment, work at least 20 hours per week and at least five months a year. Participants may contribute a minimum of $10 per pay period to a maximum of $6,250 per offering period or $25,000 annually (not to exceed more than 10% of compensation per pay period). At December 31, 2015, the 2011 ESPP had 434,277 shares remaining for issuance.

Included in salaries and employee benefits the Company recognized $5.1 million, $4.0 million and $3.3 million in stock-based compensation expense for 2015, 2014 and 2013, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all awards.