SHARED-BASED COMPENSATION

On December 31, 2018, the Company had five share-based compensation plans, which are described below. The Plans do not provide for the settlement of awards in cash and new shares are issued upon option exercise or restricted share grants.

The Central Valley Community Bancorp 2000 Stock Option Plan (2000 Plan) expired on November 15, 2010. The Central Valley Community Bancorp 2005 Omnibus Incentive Plan (2005 Plan) was adopted in May 2005 and expired March 16, 2015. While outstanding arrangements to issue shares under these plans, including options, continue in force until their expiration, no new options will be granted under these plans. The plans require that the exercise price may not be less than the fair market value of the stock at the date the option is granted, and that the option price must be paid in full at the time it is exercised. The options and awards under the plans expire on dates determined by the Board of Directors, but not later than ten years from the date of grant. The vesting period for the options, restricted common stock awards and option related stock appreciation rights is determined by the Board of Directors and is generally over five years.

In May 2015, the Company adopted the Central Valley Community Bancorp 2015 Omnibus Incentive Plan (2015 Plan). The plan provides for awards in the form of incentive stock options, non-statutory stock options, stock appreciation rights, and restricted stock. The plan also allows for performance awards that may be in the form of cash or shares of the Company, including restricted stock. The 2015 plan requires that the exercise price may not be less than the fair market value of the stock at the date the option is granted, and that the option price must be paid in full at the time it is exercised. The options and awards under the plan expire on dates determined by the Board of Directors, but not later than ten years from the date of grant. The vesting period for the options, restricted common stock awards and option related stock appreciation rights is determined by the Board of Directors and is over one to five years. The maximum number of shares that can be issued with respect to all awards under the plan is 875,000. Currently under the 2015 Plan, there are 809,996 shares remain reserved for future grants as of December 31, 2018.

Effective June 2, 2017, the Company adopted an Employee Stock Purchase Plan whereby our employees may purchase Company common shares through payroll deductions of between one percent and 15 percent of pay in each pay period. Shares are purchased at the end of an offering period at a discount of 10 percent from the lower of the closing market price on the Offering Date (first trading day of each offering period) or the Investment Date (last trading day of each offering period). The plan calls for 500,000 common shares to be set aside for employee purchases, and there were 485,978 shares available for future purchase under the plan as of December 31, 2018.

In October 2017, the Company adopted the Folsom Lake Bank 2007 Equity Incentive Plan (2007 Plan). The plan provides for awards in the form of incentive stock options, non-statutory stock options, stock appreciation rights, and restricted stock. While outstanding arrangements to issue shares under this plan, including options, continue in force until their expiration, no new options will be granted under this plan. The options and awards under the plan expire on dates determined by the Board of Directors, but not later than ten years from the date of grant. The vesting period for the options, restricted common stock awards and option related stock appreciation rights is determined by the Board of Directors and is generally over five years. The maximum number of shares that can be issued with respect to all awards under the plan is 313,360.

For the years ended December 31, 2018, 2017, and 2016, the compensation cost recognized for share-based compensation was $482,000, $384,000, and $284,000, respectively. The recognized tax benefit for share-based compensation expense was $142,000, $805,000, and $44,000 for 2018, 2017, and 2016, respectively.

Stock Options - The Company bases the fair value of the options granted on the date of grant using a Black-Scholes Merton option pricing model that uses assumptions based on expected option life and the level of estimated forfeitures, expected stock volatility, risk free interest rate, and dividend yield. The expected term and level of estimated forfeitures of the Company’s options are based on the Company’s own historical experience. Stock volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U. S. Treasury yield curve for the periods within the contractual life of the options in effect at the time of grant. The compensation cost for options granted is based on the weighted average grant date fair value per share.

No options to purchase shares of the Company’s common stock were granted during the years ending December 31, 2018, 2017 and 2016 from any of the Company’s stock based compensation plans.

A summary of the combined activity of the Plans during the years then ended is presented below (dollars in thousands, except per-share amounts):



	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Options outstanding at January 1, 2016	240,695		$	6.83
Options exercised	(35,280	)	$	6.55
Options forfeited	(3,200	)	$	8.77
Options outstanding at December 31, 2016	202,215		$	6.87	3.26	$	2,647
Options assumed in acquisition	313,360		$	11.79
Options exercised	(281,125	)	$	10.47
Options forfeited	(1,580	)	$	8.11
Options outstanding at December 31, 2017	232,870		$	9.13	2.87	$	2,574
Options exercised	(74,030	)	$	9.97
Options forfeited	(4,400	)	$	10.85
Options outstanding at December 31, 2018	154,440		$	8.68	2.81	$	1,554
Options vested or expected to vest at December 31, 2018	154,440		$	8.68	2.81	$	1,554
Options exercisable at December 31, 2018	154,440		$	8.68	2.81	$	1,554

Information related to the stock option plan during each year follows (in thousands):



	2018		2017		2016
Intrinsic value of options exercised	$	767	$	2,807	$	235
Cash received from options exercised	$	738	$	2,835	$	231
Excess tax benefit realized for option exercises	$	142	$	805	$	30

As of December 31, 2018, there is no unrecognized compensation cost related to stock options granted under all Plans. All options are fully vested. The total fair value of options vested was $170,000 for the year ended December 31, 2017, respectively.

Restricted Common Stock Awards - The 2005 Plan and 2015 Plan provide for the issuance of shares to directors and officers. Restricted common stock grants typically vest over a one to five-year period. Restricted common stock (all of which are shares of our common stock) is subject to forfeiture if employment terminates prior to vesting. The cost of these awards is recognized over the vesting period of the awards based on the fair value of our common stock on the date of the grant.

The following table presents the restricted common stock activity during the years presented:



	Shares		Weighted Average Grant Date Fair Value
Nonvested outstanding shares at January 1, 2016	53,028		$	12.34
Granted	54,650		$	14.10
Vested	(12,438	)	$	12.38
Forfeited	(1,739	)	$	12.95
Nonvested outstanding shares at December 31, 2016	93,501		$	13.35
Vested	(27,373	)	$	13.34
Forfeited	(2,360	)	$	14.07
Nonvested outstanding shares at December 31, 2017	63,768		$	13.33
Granted	22,204		$	20.76
Vested	(20,733	)	$	13.09
Forfeited	(1,710	)	$	14.37
Nonvested outstanding shares at December 31, 2018	63,529		$	15.98

During the years ended December 31, 2018, 2017, and 2016, 22,204, 0, and 54,650 shares of restricted common stock were granted from outstanding grants under the 2005 and 2015 Plans. The restricted common stock had a weighted average fair value of $20.76, and $14.10 per share on the date of grant during the years ended December 31, 2018 and 2016, respectively. The shares awarded to employees and directors under the restricted stock agreements vest on applicable vesting dates only to the extent the recipient of the shares is then an employee or a director of the Company or one of its subsidiaries, and each recipient will forfeit all of the shares that have not vested on the date his or her employment or service is terminated.

As of December 31, 2018, there were 63,529 shares of restricted stock that are nonvested and expected to vest. Share-based compensation cost charged against income for restricted stock awards was $459,000 for the year ended December 31, 2018, $349,000 for the year ended December 31, 2017, and $235,000 for the year ended December 31, 2016.

As of December 31, 2018, there was $677,000 of total unrecognized compensation cost related to nonvested restricted common stock. Restricted stock compensation expense is recognized on a straight-line basis over the vesting period. This cost is expected to be recognized over a weighted average remaining period of 2.04 years and will be adjusted for subsequent changes in estimated forfeitures. Restricted common stock awards had an intrinsic value of $1,308,000 at December 31, 2018.