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Note 14 - Employee Benefits | 12 Months Ended
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Dec. 31, 2017
Notes to Financial Statements |
Compensation and Employee Benefit Plans [Text Block] |
14. | E MPLOYEE BENEFITS
Retirement Plan The Bank maintain s section 401 (k) employee savings and investment plans for all full-time employees and officers of the Bank who are at least 21 years of age. The Bank’s contributions to the plans are discretionary, and were based on 50% matching of voluntary contributions up to 6% of compensation for the year ended December 31, 2017. Employee contributions are vested at all times, and MBC contributions are fully vested after six years beginning at the second year in 20% increments. Special vesting provisions are in place for legacy Liberty employees with 3 or more years of service. Contributions for 2017, 2016, and 2015 to these plans amounted to $258,000, $156,000, and $156,000, respectively. Supplemental Retirement Plan Until 2001, MBC maintained a Directors’ Retirement Plan to provide postretirement payments over a ten -year period to members of the Board of Directors who had completed five or more years of service. The plan required payment of 25% of the final average annual board fees paid to a director in the three years preceding the director’s retirement. The following table illustrates the components of the projected payments for the Directors’ Retirement Plan for the years ended:
|  | Projected Payments |
2018 |  | $ | 18,000 |
2019 |  |  | 12,000 |
2020 |  |  | 10,000 |
2021 |  |  | 2,000 |
Total |  | $ | 42,000 |
The retirement plan is available solely for nonemployee directors of M BC, but MBC has not entered into any additional retirement arrangements for nonemployee directors since 2001. All director participants have retired. Executive Deferred Compensation Plan The Company maintains an Executive Deferred Compensation Plan (the “Plan”) to provide post-retirement payments to members of senior man agement. The Plan agreements are noncontributory, defined contribution arrangements that provide supplemental retirement income benefits to several officers, with contributions made solely by the Bank. During 2017, 2016, and 2015, the Company contributed $110,000, $99,000, and $65,000, respectively, to the Plan. Stock Opt ion and Restricted Stock Plan In 2007 , the Company adopted the 2007 Omnibus Equity Plan (the “2007 Plan”) for granting incentive stock options, nonqualified stock options, and restricted stock to key officers and employees and nonemployee directors of the Company. A total of 160,000 shares of authorized and unissued or issued common stock were reserved for issuance under the 2007 Plan, which expires ten years from the date of board approval of the plan. Although the 2007 Plan expired in 2017, there remain outstanding 92,759 shares in equity awards granted under the 2007 Plan. The per share exercise price of an option granted will not be less than the fair value of a share of common stock on the date the option is granted. In 2017 , the Company adopted the 2017 Omnibus Equity Plan (the “2017 Plan”) for granting incentive stock options, nonqualified stock options, restricted stock and other equity awards to key officers and employees and nonemployee directors of the Company. The Company’s stockholders approved the 2017 Plan at the annual meeting of the stockholders held on May 10, 2017. A total of 224,000 shares of authorized and unissued or issued common stock are reserved for issuance under the 2017 Plan, which expires ten years from the date of board approval of the plan. The per share exercise price of an option granted will not be less than the fair value of a share of common stock on the date the option is granted. Remaining available shares that can be issued under the Plan were 218,175 at December 31, 2017. The following table presents share data related to the outstanding options:
|  | 2017 |  |  | Weighted Average Exercise Price Per Share |
Outstanding, January 1 |  |  | 29,324 |  |  | $ | 23.67 |
Expired |  |  | (1,337 | ) |  |  | 37.48 |
Exercised |  |  | (8,237 | ) |  |  | 27.97 |
Outstanding, December 31 |  |  | 19,750 |  |  | $ | 20.94 |
Exercisable, December 31 |  |  | 19,750 |  |  | $ | 20.94 |
The total intrinsic value of outstanding in-the-money exercisable stock options was $538,000 at December 31, 2017. The following table summarizes the characteristics of stock options at December 31, 2017:
|  |  |  |  |  | Outstanding |  |  | Exercisable |
Grant Date |  | Exercise Price Per Share |  |  | Shares |  |  | Contractual Average Life |  |  | Average Exercise Price Per Share |  |  | Shares |  |  | Average Exercise Price Per Share |
November 10, 2008 |  | $ | 23.00 |  |  |  | 12,300 |  |  |  | 0.85 |  |  | $ | 23.00 |  |  |  | 12,300 |  |  | $ | 23.00 |
May 9, 2011 |  | $ | 17.55 |  |  |  | 7,450 |  |  |  | 3.35 |  |  | $ | 17.55 |  |  |  | 7,450 |  |  | $ | 17.55 |
|  |  |  |  |  |  | 19,750 |  |  |  |  |  |  |  |  |  |  |  | 19,750 |  |  |  |  |
N o options were granted for the years ended December 31, 2017 and 2016. The Company recognizes compensation expense in the amount of fair value of the common stock at the grant date and as an addition to stockholders’ equity. For each of the years ended December 31, 2017, 2016, and 2015, the Company recorded no compensation cost related to vested stock options. As of December 31, 2017, there was no unrecognized compensation cost related to unvested stock options. For the years ended December 31, 2017 and 2016, 8,237 and 500 options were exercised resulting in net proceeds to the participant of $95,000 and $6,000, respectively. During 2017, 2016, and 2015, the Compensation Committee of the Board of Directors of the Company granted awards of an aggregate of 5,825, 5,090, and 3,905, respectively, restricted stock units (“RSUs”) to certain employees of the Bank. The expense recognized as a result of these awards was $196,000, $123,000, and $55,000 for the years ended 2017, 2016, and 2015, respectively. The number of RSUs earned or settled will depend on certain conditions and are also subject to service period-based vesting. The award recipient must maintain service with Middlefield Banc Corp. and affiliates until the third anniversary of the award to satisfy the service condition. The performance condition will be satisfied if the average total shareholder annual return on Middlefield Banc Corp. stock for the three subsequent years is at least 8.00%. The following table presents the activity during 2017 related to awards of RSUs:
|  | Units |  |  | Weighted Average Grant Date Fair Value Per Share |
Nonvested at January 1, 2017 |  |  | 8,995 |  |  | $ | 32.93 |
Granted |  |  | 5,825 |  |  | $ | 38.70 |
Forfeited |  |  | (219 | ) |  | $ | 38.70 |
Nonvested at December 31, 2017 |  |  | 14,601 |  |  | $ | 35.14 |
Expected to vest at December 31, 2017 |  |  | 14,601 |  |  | $ | 35.14 |

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- Definition The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 715 -URI http://asc.fasb.org/topic&trid=2235017 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 712 -URI http://asc.fasb.org/topic&trid=2197446 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 710 -URI http://asc.fasb.org/topic&trid=2127225 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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