5.STOCK-BASED COMPENSATION

Stock-based compensation is recorded at fair value as of the date of grant, is included in the salaries and benefits expense line item on the consolidated statements of operations and amounted to $314,000 and $285,000 for the years ended December 31, 2016 and 2015, respectively.

Stock Options:

The Company’s 1994 Stock Plan (the “Plan”) provides for the granting of awards in the form of stock options, restricted stock, stock appreciation rights, and deferred stock to key employees and non-employees, including directors of and consultants to the Company and any subsidiary, to purchase up to a maximum of 1,450,000 shares of common stock. The Company currently has 196,160 shares available for grant under the Plan. The Plan is administered by the Board of Directors which determines the persons who are to receive awards under the Plan, the type of award to be granted, the number of shares subject to each award and, if an option, the exercise price of each option.

The Plan provides that payment of the exercise price may be made in the form of unrestricted shares of common stock already owned by the optionee. The Company calculates the fair market value of unrestricted shares as the average of the high and low sales prices on the date of the option exercise. The Company’s common stock is purchased upon the exercise of stock options, and restricted stock awards are settled in shares of the Company’s common stock.

Stock option activity related to the Plan during the years ended December 31, 2016 and 2015 is summarized below:



	2016				2015
			Weighted				Weighted
			Average				Average
	Number of		Exercise		Number of		Exercise
	Shares		Price		Shares		Price

Outstanding at beginning of year		223,002	$	9.30		255,252	$	9.63

Granted		-		-		-		-
Exercised		(2,000)		7.14		(12,250)		6.70
Expired/Forfeited		(30,000)		14.43		(20,000)		15.11

Outstanding at end of year		191,002	$	9.08		223,002	$	9.30

Options exercisable at end of year		191,002	$	9.08		223,002	$	9.30

The grant-date fair value of options outstanding and exercisable at December 31, 2016 and 2015 was $547,000 and $687,000, respectively. The weighted average remaining contractual term of these options is 2.5

There were no options granted in 2016 or 2015. The total fair value of options exercised during the years ended December 31, 2016 and 2015 was $4,900 and $24,000, respectively.

The following table summarizes information concerning all options outstanding and options exercisable as of December 31, 2016:



		Options Outstanding						Options Exercisable
			Weighted		Weighted					Weighted
			Average		Average		Aggregate			Average		Aggregate
Range of		Number	Life		Exercise		Intrinsic	Number		Exercise		Intrinsic
Exercise Price		Outstanding	Remaining		Price		Value	Exercisable		Price		Value
$	6.00 - 8.00	76,252	2.5	$	6.20	$	100,940	76,252	$	6.20	$	100,940
$	8.01 - 11.00	69,750	3.2	$	8.28		264,353	69,750	$	8.28		264,353
$	11.01 - 14.00	45,000	1.8	$	12.8		-	45,000	$	12.8		-
	Total	191,002	2.5	$	9.08	$	365,293	191,002	$	9.08	$	365,293

Board of Directors Stock Option and Restricted Stock Grants

The Company’s Stock Plan was amended to authorize annual grants to non-employee members of the Board of Directors of restricted stock or stock options, or both, as determined by the Board. Options granted under the Plan generally expire ten years after the grant date and generally become exercisable over a four year period. Generally the restricted stock vests 100% after one year and is subject to restrictions on resale for an additional year.

Restricted stock awards are subject to forfeiture if a board member terminates prior to the shares vesting. A summary of changes in Board of Directors unvested restricted stock as December 31, 2016:


			Weighted
			Average
	Restricted		Fair Value
	Stock		Per Share
Non-Vested Balance, December 31, 2014		13,040	$	10.61
Granted		13,940		10.76
Vested		(13,040)		10.61
Forfeited		-		-
Non-Vested Balance, December 31, 2015		13,940	$	10.76
Granted		14,410		10.41
Vested		(13,940)		10.76
Forfeited		-		-
Non-Vested Balance, December 31, 2016		14,410	$	10.41

Employee Deferred Stock Award Grants

Employee deferred stock awards are subject to forfeiture if an employee terminates prior to the vesting. Generally, the awards vest ratably over a four-year period and compensation costs are recognized over the vesting period. Compensation costs are recorded in “Salaries and benefits” on the Consolidated Statements of Operations.

Long Term Incentive Plan and Award of Deferred Stock

Effective March 30, 2016, the Board of Directors of the Company approved a new plan for long-term incentive compensation of the Company’s named executive officers (NEOs) and other Senior Executives called the Canterbury Park Holding Corporation Long Term Incentive Plan (the “LTI Plan”). The LTI Plan authorizes the grant of Long Term Incentive Awards that provide an opportunity to NEOs and other Senior Executives to receive a payment in cash or shares of the Company’s common stock to the extent of achievement at the end of a period greater than one year (the “Performance Period”) as compared to Performance Goals established at the beginning of the Performance Period. The LTI is a sub-plan of the Company’s Stock Plan which authorizes the grant of Deferred Stock awards that represent the right to receive Company common stock if conditions specified in the awards are satisfied.

Effective March 30, 2016, the Board approved granting opportunities to Company officers and key employees to earn long-term incentive compensation under the LTI Plan. Each officer and key employee was granted an Incentive Award (that was also a Deferred Stock Award under the Stock Plan) which provided an opportunity to receive a payout of shares of the Company’s common stock to the extent of achievement compared to Performance Goals at the end of the period beginning January 1, 2016 and ending December 31, 2018. Pursuant to these awards the Company has reserved 24,000 shares that potentially may be issued under the Deferred Stock Awards. Further information regarding the LTI Plan and the awards approved effective March 30, 2016 is presented under Item 5.02 in the Company’s Report on Form 8-K for March 30, 2016 (filed April 5, 2016).

A summary of the changes in employee unvested deferred stock award grants as of December 31, 2016, is as follows:



			Weighted
			Average
	Deferred		Fair Value
	Stock		Per Share
Non-Vested Balance, December 31, 2014		34,750	$	10.27
Granted		1,000		10.01
Vested		(11,125)		10.17
Forfeited		(750)		-
Non-Vested Balance, December 31, 2015		23,875	$	10.31
Granted		-		-
Vested		(11,875)		10.15
Forfeited		(2,500)		-
Non-Vested Balance, December 31, 2016		9,500	$	10.46

At December 31, 2016, there was approximately $114,000 of total unrecognized stock-based compensation expense related to unvested restricted stock and deferred stock awards the Company expects to recognize over a weighted-average period of 0.75 years.

Stock Appreciation Rights (“SARs”)

As part of the Cooperative Marketing Agreement discussed in Note 12, on June 14, 2012, the Company signed a Stock Appreciation Rights Agreement (the “SAR Agreement”) and issued SARs to non-employees. The SAR Agreement granted rights to non-employees to benefit from the appreciation in the value of 165,000 shares of Company common stock above $14.30 per share, a price agreed upon by the two parties. Each right represented the right to be paid the appreciation in the value of one share of stock above $14.30. Ten percent of the rights (16,500 rights) vested immediately and the remaining rights vested at the rate of 16,500 per year beginning in January 2013. The SAR Agreement provided for the cash payment of the excess of the fair market value of Canterbury Park Holding Corporation’s common stock price on the date of exercise over the grant price. SARs had no effect on dilutive shares or shares outstanding as any appreciation of the Company’s common stock value over the grant price was to be paid in cash and not in common stock.

The fair value of SARs was revalued (mark-to-market) each reporting period using the Black-Scholes valuation model based on the Company’s period-end stock price. The expected term of the SARs granted was based on the contractual term. Expected volatility was based on the historical volatility of the Company’s stock for the length of time corresponding to the expected term of the SARs. The expected dividend yield was based on the Company’s anticipated dividend payments. The risk-free interest rate was based on the U.S. treasury yield curve in effect as of the reporting date for the length of time corresponding to the expected term of the SARs.

On July 30, 2015, the Company sold the land and buildings related to the Shakopee Valley RV Park located in Shakopee, Minnesota to SMSC (“Shakopee Mdewakanton Sioux Community”) for $100,000 plus the cancellation of the vested and unvested SARs. The sale resulted in a $347,000 gain on the Consolidated Statements of Operations - Gain on disposal of assets .

Changes to the Company’s non-vested SARs during the years ended December 31, 2016 and 2015, are as follows:



	SARs		Weighted Average Fair Value
Non-vested SARs at December 31, 2014		115,500	$	4.50
Granted		-		-
Vested		(16,500)		5.04
Cancellations		(99,000)		5.39
Non-vested SARs at December 31, 2015		-	$	4.50
Granted		-		-
Vested		-		-
Cancellations		-		-
Non-vested SARs at December 31, 2016		-	$	-