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Note 17 - Stock-based Compensation | 12 Months Ended
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Dec. 31, 2016
Notes to Financial Statements |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 1 7 – Stock- Based Compensation The Company maintains the 2016 Stock Plan (“2016 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 2006 Plan, the Fidelity Plans, or the Virginia Heritage Plans. The Company adopted the 2016 Plan upon approval by the shareholders at the 2016 Annual Meeting held on May 12, 2016. The 2016 Plan provides directors and selected employees of the Bank, the Company, and their affiliates with the opportunity to acquire shares of stock, through awards of options, time vested restricted stock, performance-based restricted stock and stock appreciation rights. Under the 2016 Plan, 1,000,000 shares of common stock were initially reserved for issuance, of which 998,500 remain available for future awards at December 31, 2016. 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 under the 2006 plan 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. In February 2016, the Company awarded 80,365 shares of time vested restricted stock to senior officers, and certain employees. The shares vest in three substantially equal installments beginning on the first anniversary of the date of grant. February 2016, the Company awarded senior officers a targeted number of 34,957 performance vested restricted stock units (PRSU’s). Absent acceleration for defined events such as death, disability and retirement, the vesting of PRSU’s is 100% after three years with payouts based on threshold, target or maximum average performance targets over the three year period relative to a peer index. The three performance metrics are average annual earnings per share growth, average annual total shareholder return and average annual return on average assets. In March 2016, the Company awarded 24,410 shares of time vested restricted stock to directors. The shares vest in three substantially equal installments beginning on the first anniversary of the date of grant. In May 2016, the Company awarded incentive stock options to purchase 1,500 shares which have a ten -year term and vest in four equal installments beginning on the first anniversary of the date of grant. In September 2016, the Company awarded incentive stock options to purchase 1,500 shares which have a ten -year term and vest in four equal 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, 2016, 2015 and 2014. The information excludes restricted stock awards.
|  | Years Ended December 31, |
|  | 2016 |  |  | 2015 |  |  | 2014 |
|  | Shares |  |  | Weighted- Average Exercise Price |  |  | Shares |  |  | Weighted- Average Exercise Price |  |  | Shares |  |  | Weighted- Average Exercise Price |
Beginning balance |  |  | 298,740 |  |  | $ | 9.97 |  |  |  | 759,683 |  |  | $ | 11.36 |  |  |  | 503,834 |  |  | $ | 10.41 |
Issued |  |  | 3,000 |  |  |  | 49.49 |  |  |  | 5,000 |  |  |  | 46.50 |  |  |  | 21,000 |  |  |  | 32.77 |
Assumed from |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Virginia Heritage |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 401,497 |  |  |  | 13.16 |
Exercised |  |  | (77,144 | ) |  |  | 14.48 |  |  |  | (443,912 | ) |  |  | 12.03 |  |  |  | (157,313 | ) |  |  | 14.71 |
Forfeited |  |  | (1,100 | ) |  |  | 15.48 |  |  |  | (12,380 | ) |  |  | 29.58 |  |  |  | (8,110 | ) |  |  | 33.06 |
Expired |  |  | (6,637 | ) |  |  | 12.87 |  |  |  | (9,651 | ) |  |  | 18.19 |  |  |  | (1,225 | ) |  |  | 9.00 |
Ending balance |  |  | 216,859 |  |  | $ | 8.80 |  |  |  | 298,740 |  |  | $ | 9.97 |  |  |  | 759,683 |  |  | $ | 11.36 |
The following summarizes information about stock options outstanding at December 31, 2016. 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 |  |  | $ | 10.72 |  |  |  | 154,535 |  |  |  | $ 5.76 |  |  |  | 2.02 |
$ | 10.73 |  |  | $ | 15.45 |  |  |  | 47,886 |  |  |  | 10.83 |  |  |  | 1.49 |
$ | 15.46 |  |  | $ | 20.01 |  |  |  | 447 |  |  |  | 16.66 |  |  |  | 6.22 |
$ | 20.02 |  |  | $ | 49.91 |  |  |  | 13,991 |  |  |  | 35.12 |  |  |  | 7.23 |
|  |  |  |  |  |  |  |  | 216,859 |  |  |  | $ 8.80 |  |  |  | 2.25 |
Exercisable: |  |  |  |  |  |  | Stock Options |  |  | Weighted-Average |  |  |  |  |
Range of Exercise Prices |  |  | Exercisable |  |  | Exercise Price |  |  |  |  |
$ | 5.76 |  |  | $ | 10.72 |  |  |  | 102,488 |  |  |  | $ 5.76 |  |  |  |  |
$ | 10.73 |  |  | $ | 15.45 |  |  |  | 47,886 |  |  |  | 10.83 |  |  |  |  |
$ | 15.46 |  |  | $ | 20.01 |  |  |  | 447 |  |  |  | 16.66 |  |  |  |  |
$ | 20.02 |  |  | $ | 49.91 |  |  |  | 4,921 |  |  |  | 23.83 |  |  |  |  |
|  |  |  |  |  |  |  |  | 155,742 |  |  |  | $ 7.92 |  |  |  |  |
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, 2016, 2015 and 2014.
|  | Years Ended December 31, |
|  | 2016 |  |  | 2015 |  |  | 2014 |
Expected volatility |  |  | 24.23 | % |  |  | 31.21 | % |  |  | 34.25 | %
Weighted-Average volatility |  |  | 24.23 | % |  |  | 31.21 | % |  |  | 34.25 | %
Expected dividends |  |  | - |  |  |  | - |  |  |  | - |
Expected term (in years) |  |  | 7.0 |  |  |  | 7.0 |  |  |  | 9.4 |
Risk-free rate |  |  | 1.37 | % |  |  | 1.64 | % |  |  | 2.26 | %
Weighted-average fair value (grant date) |  | $ | 14.27 |  |  | $ | 16.73 |  |  | $ | 13.49 |
Weighted-average fair value (grant date) for Virginia Heritage Bank ("VHB") options assumed |  |  | n/a |  |  |  | n/a |  |  | $ | 24.89 |
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 $11.4 million and $12.2 million, respectively, at December 31, 2016 and 2015. The total fair value of stock options vested was $66 thousand, $90 thousand and $10.1 million (including $10.0 million of assumed stock options issued under the Virginia Heritage Plans), for 2016, 2015 and 2014, respectively. Unrecognized stock-based compensation expense related to stock options totaled $128 thousand at December 31, 2016. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 2.74 years. Cash proceeds, tax benefits and intrinsic value related to total stock options exercised is as follows:
|  | Years Ended December 31, |
(dollars in thousands) |  | 2016 |  |  | 2015 |  |  | 2014 |
Proceeds from stock options exercised |  | $ | 955 |  |  | $ | 5,176 |  |  | $ | 2,313 |
Tax benefits realized from stock compensation |  |  | 400 |  |  |  | 2,984 |  |  |  | 978 |
Intrinsic value of stock options exercised |  |  | 2,824 |  |  |  | 11,042 |  |  |  | 3,184 |
The Company has unvested restricted stock awards and PRSU grants of 296,192 shares under the 2006 Plan at December 31, 2016. Unrecognized stock based compensation expense related to restricted stock awards totaled $4.8 million at December 31, 2016. At such date, the weighted-average period over which this unrecognized expense was expected to be recognized was 1.81 years. The following table summarizes the unvested restricted stock awards at December 31, 2016 and 2015:
|  | Years Ended December 31, |
|  | 2016 |  |  | 2015 |
|  | Shares |  |  | Weighted- Average Grant Date Fair Value |  |  | Shares |  |  | Weighted- Average Grant Date Fair Value |
Unvested at beginning |  |  | 369,093 |  |  | $ | 24.43 |  |  |  | 509,336 |  |  | $ | 21.58 |
Issued |  |  | 139,732 |  |  |  | 45.45 |  |  |  | 78,070 |  |  |  | 36.06 |
Forfeited |  |  | (10,480 | ) |  |  | 40.28 |  |  |  | (8,490 | ) |  |  | 33.57 |
Vested |  |  | (202,153 | ) |  |  | 23.22 |  |  |  | (209,823 | ) |  |  | 21.47 |
Unvested at end |  |  | 296,192 |  |  | $ | 34.61 |  |  |  | 369,093 |  |  | $ | 24.43 |
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, 2016, the 2011 ESPP had 416,543 shares remaining for issuance. Included in salaries and employee benefits in the accompanying Consolidated Statements of Operations, the Company recognized $6.9 million, $5.1 million and $4.0 million in stock-based compensation expense for 2016, 2015 and 2014, respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all awards.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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