Note

11.

Share-based Compensation

The Company maintains the Patriot National Bancorp, Inc.

2012

Stock Plan

(the “Plan”) to provide an incentive to directors and employees of the Company by the grant of restricted stock awards (“RSA”), options, or phantom stock units. Since

2013,

the Company’s practice is to grant RSAs; as of

December

31,

2017,

there are

options or phantom stock units outstanding or that have been exercised.

The Plan provides for the issuance of up to

3,000,000

shares of the Company’s common stock subject to certain Plan limitations. As of

December

31,

2017,

2,887,032

shares of stock remain available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs and options

may

be accelerated at the discretion of the Compensation Committee of the Board of Directors. The Compensation Committee sets the terms and conditions applicable to the vesting of RSAs and stock option grants. RSAs granted to directors and employees generally vest in quarterly or annual installments over a

three

four

five

year period from the date of grant. During the years ended

December

31,

2017,

2016,

and

2015,

the Company granted

52,200,

and

5,000

restricted shares to employees and

5,084,

5,884,

and

7,700

restricted shares to directors, respectively. Additionally, during the year ended

December 31, 2017,

7,878

shares of restricted stock became vested,

6,600

shares of restricted stock forfeited. All RSAs are non- participating grants.

The Company recogniz

es compensation expense for all director and employee share-based compensation awards on a straight-line basis over the requisite service period, which is equal to the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value. For the years ended

December

31,

2017,

2016

and

2015,

the Company recognized share-based compensation expense of

$146,000,

$161,000,

and

$461,000,

respectively.

For the years ended

December

31,

2017,

2016

and

2015,

share-based compensation attributable to employees of Patriot amounted to

$68,000,

$100,000,

and

$415,000,

respectively.

Included in share-based compensation expense for the years ended

December

31,

2017,

2016

and

2015

$78,000,

$61,000,

and

$46,000

attributable to Patriot’s external Directors, who received total compensation of

$318,000,

$302,000,

and

$243,000

for each of those years, respectively, which amounts are included in Other Operating Expenses in the Consolidated Statements of Income.

The following is a summary of the status of the Company

’s restricted share awards as of and for each of the years in the

three

-year period ended

December

31,

2017.

	Number of Shares Awarded			Weighted Average Grant Date Fair Value
Unvested at December 31, 2014		79,208		$12.79
Granted		12,700		$16.85
Vested		(32,015	)	$13.14
Forfeited		(4,039	)	$14.36
Unvested at December 31, 2015		55,854		$12.83
Granted		58,084		$15.25
Vested		(8,161	)	$14.79
Forfeited		(70,513	)	$14.67
Unvested at December 31, 2016		35,264		$12.84
Granted		5,084		$15.05
Vested		(7,878	)	$14.31
Forfeited		(6,600	)	$15.50
Unvested at December 31, 2017		25,870		$12.15

ompensation expense attributable to the unvested restricted shares outstanding as of

December

31,

2017

amounts to

$279,000,

which amount is expected to be recognized over the weighted average remaining life of the awards of

2.18

years.

RSA Grant - Non-executive Employees

January 4, 2016,

the Company grant

100

restricted shares to

eighty-seven

full- and part-time non-executive employees as of

December

31,

2015.

The total number of shares granted was

8,700

at a grant date fair value of

$15.50

per share. The shares granted vest on

January 2, 2019

and are non-participating during the vesting period.

As of

December

31,

2017,

2,400

of the shares granted have been forfeited. The remaining

6,300

shares continue to vest and

$33,000

of compensation expense is expected to be recognized through the

January 2019

vesting date.