The Company maintains certain stock-based compensation plans, approved by the Company’s shareholders, that are administered by the Management Development and Compensation Committee (the “Compensation Committee”) of the Board. The share-based compensation plans were established to allow for the granting of compensation awards to attract, motivate and retain employees, executive officers and non-employee directors who contribute to the long-term growth and profitability of the Company and to give such persons a proprietary interest in the Company, thereby enhancing their personal interest in the Company’s success.

In May 2015, the Company’s shareholders approved the 2015 Long-Term Incentive Plan (the “2015 Plan”) to replace the 2009 Management Stock Incentive Plan and the 2009 Directors’ Stock Incentive Plan (collectively, the “2009 Plans”). A total of 438,076 shares transferred from the 2009 Plans were available for grant pursuant to the 2015 Plan. In addition, any shares subject to outstanding awards under the 2009 Plans that were canceled, expired, forfeited or otherwise not issued or are settled in cash became available for future award grants under the 2015 Plan. In June 2021, the Company's shareholders approved the Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”), which increased the total number of shares available for grant under the Plan by 734,000 shares. As of December 31, 2022, there were approximately 679,000 shares available for grant under the 2015 Plan.

Under the 2015 Plan, the Compensation Committee may establish and prescribe grant guidelines including various terms and conditions for the granting of stock-based compensation. For stock options, the exercise price of each option equals the closing market price of the Company’s common stock on the date of the grant. All options expire after a period of ten years from the date of grant and generally become fully exercisable over a period of 3 to 5 years from the grant date. When an option recipient exercises their options, the Company issues shares from treasury stock and records the proceeds as additions to capital. The Company uses the Black-Scholes valuation method to estimate the fair value of its stock option awards. Shares of restricted stock awards granted to employees generally vest over 2 to 3 years from the grant date. Fifty percent of the shares of restricted stock awards granted to non-employee directors generally vests on the date of grant and the remaining fifty percent generally vests one year from the grant date. Vesting of the shares may be based on years of service, established performance measures or both. If restricted stock awards are forfeited before they vest, the shares are reacquired into treasury stock. The grant-date fair value for restricted stock awards is generally equal to the closing market price of the Company’s common stock on the date of grant. The grant-date fair value for restricted stock unit awards is generally equal to the closing market price of the Company’s common stock on the date of grant reduced by the present value of the dividends expected to be paid on the underlying shares.

The Company awards grants of performance-based restricted stock units (“PSUs”) to certain members of management. In 2020, the Compensation Committee approved new PSUs under the 2015 Plan. Fifty percent of the shares subject to each grant that ultimately vest are contingent on achieving specified return on average equity (“ROAE”) targets relative to the market index the Compensation Committee has selected as a peer group for this purpose. These shares will be earned based on the Company’s achievement of a relative ROAE performance requirement, on a percentile basis, compared to the market index over a three-year performance period. The shares earned based on the achievement of the ROAE performance requirement, if any, will vest on the third anniversary of the grant date assuming the recipient’s continuous service to the Company. The remaining fifty percent of the PSUs that ultimately vest are contingent upon achievement of an average return on average assets (“ROAA”) performance requirement over a three-year performance period. The shares earned based on the achievement of the ROAA performance requirement, if any, will vest on the third anniversary of the grant date assuming the recipient’s continuous service to the Company.

The restricted stock awards granted to the directors and the restricted stock units granted to employees in 2022, 2021 and 2020 do not have rights to dividends or dividend equivalents.

There were no stock options awarded during 2022, 2021 or 2020. There was no unrecognized compensation expense related to unvested stock options as of December 31, 2022. There was no stock option activity for the year ended December 31, 2022.

The following table is a summary of restricted stock award activity for the year ended December 31, 2022:


	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested at beginning of year		4,680		$	32.06
Granted		12,242			26.53
Vested		(10,801	)		28.93
Forfeited		-			-
Non-vested at end of year		6,121		$	26.53

(18.) SHARE-BASED COMPENSATION

The weighted average grant date fair value of restricted stock granted during the years ended December 31, 2022, 2021 and 2020 was $26.53, $32.06, and $17.57, respectively. The total fair value of restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $282 thousand, $353 thousand and $189 thousand, respectively.

The following is a summary of restricted stock units’ activity for the year ended December 31, 2022:


	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested at beginning of year		139,618		$	26.29
Granted		91,325			28.38
Vested		(37,714	)		25.55
Forfeited		(10,830	)		27.70
Non-vested at end of year		182,399		$	27.40

The weighted average grant date fair value of restricted stock units granted during the years ended December 31, 2022, 2021 and 2020 was $28.38, $27.55, and $25.33, respectively. The total fair value of restricted stock units that vested during the years ended December 31, 2022, 2021 and 2020 was $1.1 million, $682 thousand and $659 thousand, respectively.

The following is a summary of performance-based restricted stock units’ activity for the year ended December 31, 2022:


	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested at beginning of year		51,692		$	26.78
Granted		29,324			29.35
Vested		(13,818	)		26.85
Forfeited		(866	)		27.51
Non-vested at end of year		66,332		$	27.88

The weighted average grant date fair value of PSUs granted during the years ended December 31, 2022, 2021 and 2020 was $29.35, $27.58, and $25.63, respectively. The total fair value of PSUs that vested during the years ended December 31, 2022 and 2020 was $556 thousand and $110 thousand respectively. For PSUs that vested during 2021, the threshold performance for any payout had not been met, and no shares were paid out or vested.

The Company amortizes the expense related to share-based compensation over the vesting period. Share-based compensation expense is recorded as a component of salaries and employee benefits in the consolidated statements of income for awards granted to management and as a component of other noninterest expense for awards granted to directors. The share-based compensation expense and the total income tax benefit included in the statements on income for the years ended December 31 was as follows (in thousands):


	2022		2021		2020
Salaries and employee benefits	$	2,234	$	1,460	$	1,107
Other noninterest expense		317		283		226
Total share-based compensation expense	$	2,551	$	1,743	$	1,333

Income tax benefit realized for compensation costs	$	486	$	265	$	245

As of December 31, 2022, there was $3.6 million of unrecognized compensation expense related to unvested restricted stock awards and restricted stock units that is expected to be recognized over a weighted average period of 1.9 years.