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SHARE-BASED COMPENSATION PLANS
12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
18. SHARE-BASED COMPENSATION PLANS
 
At December 31, 2018, the Company had three share-based compensation plans: the 2011 Incentive Plan, the 2014 Incentive Plan, and the 2017 Incentive Plan (collectively, “the Plans”). Awards are no longer granted under the 2011 and 2014 plans; however, awards previously granted under such plans continue in accordance with their terms. Options to purchase common stock were granted to officers and key employees at exercise prices not less than the fair market value of the Company’s common stock on the date of the grant, and the Company also grants restricted stock awards. The Company issues new common stock to satisfy stock option exercises as well as the issuance of restricted stock awards.
 
Stock options and restricted stock awards were granted in the third quarters of both 2018 and 2017. Stock options and restricted stock awards are valued at fair market value based on the Company’s closing stock price on the date of grant. Stock options granted in 2018 and 2017 vest ratably over five years and expire 10 years from the grant date. Restricted stock granted in 2018 and 2017 vests ratably over four years. As of December 31, 2018, there were approximately
 1.1 million shares remaining available for share-based awards under the 2017 Incentive Plan.
 
Stock option exercises can be net share settled such that the Company withholds shares with value equivalent to the exercise price of the stock option awards plus the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total shares withheld were approximately 204,000 and 120,000 in 2018 and 2017, respectively, and were based on the value of the stock on the exercise dates. The net share settlement has the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued. Total payments made by the Company for the employees’ tax obligations to the taxing authorities were $699,000 and $154,000 in 2018 and 2017, respectively, and are reflected as a financing activity within the consolidated statements of cash flows.
 
In accordance with ASC 718, share-based compensation expense was recognized in the 2018 and 2017 consolidated financial statements for stock options and restricted stock awards granted since 2013. An estimate of forfeitures, based on historical data, was included in the calculation of share-based compensation. The effect of applying the expense recognition provisions of ASC 718 decreased Earnings before Provision for Income Taxes by $1,513,000 in 2018, and by $1,622,000 in 2017.
 
At December 31, 2018, there was $1.9 million of total unrecognized compensation cost related to non-vested stock options granted in the years 2015 through 2018 which is expected to be recognized over the weighted-average remaining vesting period of 2.9 years. At December 31, 2018, there was $1.7 million of total unrecognized compensation cost related to non-vested restricted stock awards granted in the years 2015 through 2018 which is expected to be recognized over the weighted-average remaining vesting period of 2.9 years.
 
The following weighted-average assumptions were used to determine compensation expense related to stock options in 2018 and 2017:
 
 
 
2018
 
 
2017
 
Risk-free interest rate
 
 
2.80
%
 
 
2.04
%
Expected dividend yield
 
 
2.47
%
 
 
3.15
%
Expected term
 
 
8.0
 
 
 
8.0
 
Expected volatility
 
 
19.9
%
 
 
19.7
%
 
The risk-free interest rate is based on U.S. Treasury bonds with a remaining term equal to the expected term of the award. The expected dividend yield is based on the Company’s expected annual dividend as a percentage of the market value of the Company’s common stock in the year of grant. The expected term of the stock options is determined using historical experience. The expected volatility is based upon historical stock prices over the most recent period equal to the expected term of the award. 
 
The following tables summarize stock option activity under the Company’s plans:
 
Stock Options
 
 
 
Years ended December 31,
 
 
 
2018
 
 
2017
 
Stock Options
 
Shares
 
 
Weighted Average
Exercise Price
 
 
Shares
 
 
Weighted Average
Exercise Price
 
Outstanding at beginning of year
 
 
1,502,493
 
 
$
26.57
 
 
 
1,486,257
 
 
$
26.13
 
Granted
 
 
129,200
 
 
 
37.22
 
 
 
211,200
 
 
 
27.94
 
Exercised
 
 
(429,047
)
 
 
25.96
 
 
 
(174,989
)
 
 
24.48
 
Forfeited or expired
 
 
(29,026
)
 
 
26.67
 
 
 
(19,975
)
 
 
26.53
 
Outstanding at end of year
 
 
1,173,620
 
 
$
27.96
 
 
 
1,502,493
 
 
$
26.57
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable at end of year
 
 
692,007
 
 
$
26.92
 
 
 
877,131
 
 
$
26.59
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average fair market value of options granted
 
$
7.07
 
 
 
 
 
 
$
4.05
 
 
 
 
 
 
 
 
Weighted Average Remaining Contractual

Life (in Years)
 
 
Aggregate Intrinsic Value
 
Outstanding - December 31, 2018
 
4.2
 
 
$
2,452,000
 
Exercisable - December 31, 2018
 
2.3
 
 
$
1,560,000
 
 
The aggregate intrinsic value of outstanding and exercisable stock options is defined as the difference between the market value of the Company’s stock on December 31, 2018 of $29.17 and the exercise price multiplied by the number of in-the-money outstanding and exercisable stock options.
 
Non-vested Stock Options
 
 
 
Number of Options
 
 
Weighted Average

Exercise Price
 
 
Weighted Average

Fair Value
 
Non-vested - December 31, 2016
 
 
724,125
 
 
$
26.20
 
 
$
3.07
 
Granted
 
 
211,200
 
 
 
27.94
 
 
 
4.05
 
Vested
 
 
(296,638
)
 
 
26.71
 
 
 
3.01
 
Forfeited
 
 
(13,325
)
 
 
26.16
 
 
 
3.12
 
Non-vested - December 31, 2017
 
 
625,362
 
 
$
26.55
 
 
$
3.43
 
Granted
 
 
129,200
 
 
 
37.22
 
 
 
7.07
 
Vested
 
 
(243,798
)
 
 
26.42
 
 
 
3.25
 
Forfeited
 
 
(29,151
)
 
 
26.67
 
 
 
3.46
 
Non-vested - December 31, 2018
 
 
481,613
 
 
$
29.46
 
 
$
4.49
 
 
The following table summarizes information about outstanding and exercisable stock options at December 31, 2018:
 
 
 
 
Options Outstanding
 
 
Options Exercisable
 
Range of Exercise Prices
 
 
Number of

Options

Outstanding
 
 
Weighted

Average

Remaining

Contractual Life

(in Years)
 
 
Weighted

Average

Exercise

Price
 
 
Number of

Options

Exercisable
 
 
Weighted

Average

Exercise

Price
 
$25.51 to $25.86
 
 
 
448,225
 
 
 
3.2
 
 
$
25.57
 
 
 
256,600
 
 
$
25.59
 
$27.04 to $37.22
 
 
 
725,395
 
 
 
4.8
 
 
$
29.43
 
 
 
435,407
 
 
$
27.70
 
 
 
 
 
 
1,173,620
 
 
 
4.2
 
 
$
27.96
 
 
 
692,007
 
 
$
26.92
 
 
The following table summarizes stock option activity for the years ended December 31: 
 
 
 
2018
 
 
2017
 
 
 
(Dollars in thousands)
 
Total intrinsic value of stock options exercised
 
$
3,822
 
 
$
618
 
Net proceeds from stock option exercises
 
$
4,403
 
 
$
4,284
 
Income tax benefit from the exercise of stock options
 
$
994
 
 
$
188
 
Total fair value of stock options vested
 
$
793
 
 
$
892
 
 
Restricted Stock
 
The following table summarizes restricted stock award activity during the years ended December 31, 2017 and 2018:
 
 
 
Shares of Restricted

Stock
 
 
Weighted Average

Grant Date Fair Value
 
Non-vested - December 31, 2016
 
 
58,500
 
 
$
26.09
 
Issued
 
 
30,800
 
 
 
27.94
 
Vested
 
 
(23,250
)
 
 
26.54
 
Non-vested - December 31, 2017
 
 
66,050
 
 
$
26.79
 
Issued
 
 
25,319
 
 
 
37.22
 
Vested
 
 
(25,514
)
 
 
27.49
 
Forfeited
 
 
(4,375
)
 
 
26.60
 
Non-vested - December 31, 2018
 
 
61,480
 
 
$
30.74
 
 
At December 31, 2018, the Company expected 61,480 shares of restricted stock to vest over a weighted-average remaining contractual term of 2.7 years. These shares had an aggregate intrinsic value of $1.8 million at December 31, 2018. The aggregate intrinsic value was calculated using the market value of the Company’s stock on December 31, 2018 of $29.17 multiplied by the number of non-vested restricted shares outstanding. The income tax benefit from the vesting of restricted stock for the years ended December 31 was $249,000 in 2018 and $167,000 in 2017.