Stock Based Compensation

12 Months Ended

Dec. 31, 2024

Note 18. Stock Based Compensation

In 2004, the Corporation adopted the Employee Stock Purchase Plan of 2004 (ESPP). Under the ESPP, options for 250,000 shares of stock can be issued to eligible employees. The number of shares that can be purchased by each participant is defined by the plan and the Board of Directors sets the option price. However, the option price cannot be less than 90% of the fair market value of a share of the Corporation’s common stock on the date the option is granted. The Board of Directors also determines the expiration date of the options; however, no option may have a term that exceeds one year from the grant date. ESPP options are exercisable immediately upon grant. Any shares related to unexercised options are available for future grant. The Board of Directors may amend, suspend or terminate the ESPP at any time. The exercise price of the 2024 ESPP options was set at 95% of the stock’s fair value at the time of the award.

In 2019, the Corporation approved the 2019 Omnibus Stock Incentive Plan (Stock Plan), replacing the Incentive Stock Option Plan of 2013 (ISOP). No new awards will be made under the 2013 plan; however, any awards made under the 2013 plan remain outstanding under the terms they were issued. Under the Stock Plan, 400,000 shares have been authorized to be issued, inclusive of the remaining shares available under the 2013 plan that were rolled into the Stock Plan and forfeited awards are available for future grants. The Stock Plan allows for various types of awards including incentive stock options, restricted stock and stock appreciation rights.

The ESPP options and the incentive stock options (ISO) awarded under the Stock Plan and outstanding at December 31, 2024 are all exercisable. The ESPP options expire on June 30, 2025 and the ISO options expire 10 years from the grant date. The following table summarizes the activity in the ESPP:



Employee Stock Purchase Plan
	ESPP	Weighted Average		Aggregate
(Dollars in thousands except share and per share data)	Options	Price Per Share		Intrinsic Value
Balance Outstanding at December 31, 2022	25,943	$	28.73	$	-
Granted	34,894		26.35
Exercised	(1,607)		27.21
Expired	(27,306)		27.77
Balance Outstanding at December 31, 2023	31,924	$	26.35	$	166
Granted	37,700		26.87
Exercised	(1,159)		26.61
Expired	(33,188)		26.38
Balance Outstanding at December 31, 2024	35,277	$	26.87	$	107

Shares available for future grants under the ESPP at December 31, 2024	167,509

The following tables summarize the activity in the Stock Plan:



Incentive Stock Options
		Weighted Average		Aggregate
(Dollars in thousands except share and per share data)	ISOP	Price Per Share		Intrinsic Value
Balance Outstanding at December 31, 2022	70,454	$	28.84	$	511
Granted	—		—
Exercised	—		—
Forfeited	—		—
Balance Outstanding at December 31, 2023	70,454	$	28.84	$	191
Granted	—		—
Exercised	(6,375)		22.05
Forfeited	—		—
Balance Outstanding at December 31, 2024	64,079	$	29.51	$	25

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Restricted Shares
		Weighted Average
	Restricted	Grant Date
	Shares	Fair Value
Nonvested as of December 31, 2022	20,504	$	32.40
Granted	15,734		31.64
Vested	(17,183)		31.56
Forfeited	(548)		32.48
Nonvested as of December 31, 2023	18,507	$	32.53
Granted	26,001		27.03
Vested	(16,652)		31.18
Forfeited	—		—
Nonvested as of December 31, 2024	27,856	$	28.21

Shares available for future grants under the Stock Plan at December 31, 2024	227,540

Restricted shares awarded under the Stock Plan fully vest in one year for awards to Directors and ratably over three years for awards to other eligible employees. Compensation expense is based on the grant date fair value and was $634 thousand in 2024 and $483 in 2023. The amount of unrecognized compensation expense for restricted shares was $405 thousand at December 31, 2024.

The following table provides information about the options outstanding at December 31, 2024:



	Options			Weighted
	Outstanding		Exercise Price	Average Remaining
Stock Option Plan	and Exercisable		per share	Life (years)
Employee Stock Purchase Plan	35,277	$	26.87	0.5

Incentive Stock Options	625		22.05	0.2
Incentive Stock Options	14,650		21.27	1.2
Incentive Stock Options	24,050		30.00	2.2
Incentive Stock Options	24,754		34.10	3.2
ISO Total/Average	64,079	$	28.84	2.3