Stock-Based Compensation

The Company adopted the 2014 Stock Option Plan (“2014 Plan”) following shareholder approval of the 2014 Plan at the 2014 Annual Meeting. Subsequent to the adoption of the 2014 Plan, no additional grants may be issued under the prior plans. The 2014 Plan provides for grants of up to 350,000 shares, which includes any shares subject to stock awards under the previous stock option plans.

Stock Options: Under the 2014 Plan and previous plans, certain key employees have been granted the option to purchase set amounts of common stock at the market price on the day the option was granted. Optionees, at their own discretion, may cover the cost of exercise through the exchange at the then fair value of already owned shares of the Company’s stock. Options are granted for a 10-year period and vest on a pro-rata basis over the initial three years from grant.

The Company measures the fair value of each stock option at the date of grant using the Black-Scholes option pricing model using assumptions noted in the following table. Expected volatility is based on the historical volatility of the price of the Company’s common stock. The Company uses historical data to estimate option exercise and stock option forfeiture rates within the valuation model. The expected term of options granted is determined based on historical experience with similar options and represents the period of time that options granted are expected to be outstanding. The expected dividend yield is based on dividend trends and the market value of the Company’s common stock at the time of grant. The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The following assumptions were used to determine the fair value of stock options as of the grant date to determine compensation expense for the years ended December 31, 2016, 2015, and 2014:



Stock Options:	2016			2015			2014
Grant date fair value		$6.31			$7.01			$6.73
Expected life of options	8 years			8 years			8 years
Risk-free interest rate	2.15		%	2.17		%	2.21		%
Dividend yield rate	2.85		%	2.64		%	2.64		%
Price volatility	27.37		%	28.63		%	28.93		%

The following table summarizes stock option activity during 2016:



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life, in Years


Outstanding at January 1, 2016	199,747			$23.02
Granted	23,362		28.10
Forfeited	(11,516	)	25.94
Exercised	(37,836	)	22.38
Outstanding at December 31, 2016	173,757			$23.65	4.94

The aggregate intrinsic value of the stock options is the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on December 31, 2016 and the exercise price, times the number of shares) that would have been received by the option holders had all the option holders exercised their options on December 31, 2016. This amount changes based on the fair value of the Company’s stock. The total intrinsic value of options outstanding and exercisable as of December 31, 2016, 2015, and 2014 was $1.2 million, $794,000, and $760,000, respectively. The total intrinsic value of options exercised for the years ended December 31, 2016, 2015, and 2014 was $208,000, $82,000, and $224,000, respectively.

The Company allows stock options to be exercised through cash or cashless transactions. Cashless stock option exercises require a portion of the options exercised to be net settled in satisfaction of the exercise price and applicable tax withholding requirements. In 2016, 2015, and 2014 the Company received cash of zero, $169,000, and $168,000, respectively, for cash stock option exercises. In 2016, 2015, and 2014 the Company net settled $847,000, $201,000, and $729,000 respectively, for cashless stock option exercises. The Company withheld $1.1 million, $358,000, and $872,000 to pay for stock option exercises or income taxes that resulted from the exercise of stock options in 2016, 2015, and 2014, respectively.

For the year ended December 31, 2016, 2015 and 2014, the Company recognized $207,000, $96,000, and $68,000, respectively, in stock option compensation expense as a component of salaries and other personnel expense. As of December 31, 2016 there was approximately $287,000 of total unrecognized compensation expense related to non-vested options which is expected to be recognized over the weighted-average vesting period of 2.2 years.

Restricted Stock Units: Under the 2014 Plan and previous plans, the Company grants restricted stock units to certain key employees periodically. Recipients of restricted stock units do not pay any cash consideration to the Company for the shares and receive all dividends with respect to such shares when the shares vest. Restricted stock units cliff vest at the end of a three-year time period.

The following table summarizes restricted stock unit activity during 2016:



	Number of Shares		Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life, in Years


Outstanding at January 1, 2016	62,987			$26.69
Granted	26,058		28.10
Vested	(19,432	)	23.74
Forfeited	(4,712	)	28.09
Outstanding at December 31, 2016	64,901			$28.04	1.94

The total intrinsic value of restricted stock units vested for the years ended December 31, 2016, 2015, and 2014 was $501,000, $510,000, and $438,000, respectively.

For the year ended December 31, 2016, 2015 and 2014, the Company recognized $571,000, $512,000, and $292,000, respectively, in restricted stock unit compensation expense as a component of salaries and other personnel expense. As of December 31, 2016, there was approximately $1.2 million of total unrecognized compensation expense related to non-vested options which is expected to be recognized over the weighted-average vesting period of 2.2 years.