Share-Based Compensation

The Corporation maintains share-based compensation plans under which it periodically grants share-based awards for a fixed number of shares to certain officers of the Corporation. The fair value of share-based awards is recognized as compensation expense over the requisite service or performance period. During the three-month periods ended September 30, 2016 and 2015, share-based compensation expense related to share-based awards totaled $4.7 million and $1.2 million, respectively. During the nine months ended September 30, 2016 and 2015, share-based compensation expense related to share-based awards totaled $6.5 million and $2.7 million, respectively.

During the nine-month period ended September 30, 2016, the Corporation granted options to purchase 441,167 shares of common stock, 133,620 restricted stock units and 940 shares of common stock to certain officers of the Corporation. In addition, the Corporation assumed options to purchase 1,466,408 shares of common stock and 484,892 restricted stock awards in connection with the Talmer merger.

On April 20, 2015, the shareholders of the Corporation approved the Stock Incentive Plan of 2015, which provides for 1,300,000 shares of the Corporation's common stock to be made available for future equity-based awards and canceled the amount of shares available for future grant under prior share-based compensation plans. At September 30, 2016, there were 669,081 shares of common stock available for future grants under the Stock Incentive Plan of 2015.

Stock Options

The Corporation issues stock options to certain officers from time to time. The exercise price on stock options equals the current market price of the Corporation's common stock on the date of grant and stock options expire ten years from the date of grant. Stock options granted after 2012 vest ratably over a five-year period. Stock options granted prior to 2013 generally vest ratably over a three-year period. Stock options granted prior to 2016 fully vested upon the merger with Talmer. Stock options assumed by the Corporation in the merger with Talmer were fully vested upon assumption.

A summary of activity for the Corporation’s stock options as of and for the nine months ended September 30, 2016 is presented below:



	Non-Vested Stock Options Outstanding						Stock Options Outstanding
	Number of Options		Weighted- Average Exercise Price Per Share		Weighted- Average Grant Date Fair Value Per Share		Number of Options		Weighted- Average Exercise Price Per Share
Outstanding at December 31, 2015	479,755		$	28.75	$	8.49	1,054,739		$	25.38
Acquired	—		—		—		1,466,408		15.08
Granted	441,167		32.81		—		441,167		32.81
Exercised	—		—		—		(220,026	)	24.08
Vested	(454,360	)	28.74		8.49		—		—
Forfeited/expired	(47,286	)	30.69		7.42		(47,286	)	30.69
Outstanding at September 30, 2016	419,276		$	32.81	$	6.15	2,695,002		$	21.01
Exercisable/vested at September 30, 2016							2,275,726		$	18.84

The weighted-average remaining contractual terms were 6.2 years for all outstanding stock options and 5.7 years for exercisable stock options at September 30, 2016. The intrinsic value of all outstanding in-the-money stock options and exercisable in-the-money stock options was $62.3 million and $57.6 million, respectively, at September 30, 2016. The aggregate intrinsic values of outstanding and exercisable options at September 30, 2016 were calculated based on the closing market price of the Corporation’s common stock on September 30, 2016 of $44.13 per share less the exercise price. Options with intrinsic values less than zero, or “out-of-the-money” options, are not included in the aggregate intrinsic value reported.

At September 30, 2016, unrecognized compensation expense related to stock options totaled $2.3 million and is expected to be recognized over a remaining weighted average period of 4.4 years. Stock options granted prior to 2016 contain change-of-control provisions that triggered full vesting upon the merger with Talmer. As a result, unrecognized compensation expense related to these stock options was recognized by the Corporation during the three months ended September 30, 2016.

The fair value of the stock options granted during the nine months ended September 30, 2016 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions.



Expected dividend yield	3.30		%
Risk-free interest rate	1.39		%
Expected stock price volatility	27.9		%
Expected life of options – in years	6.5
Weighted average fair value of options granted	$	6.15

Restricted Stock Units

The Corporation grants restricted stock performance units and restricted stock service-based units (collectively referred to as restricted stock units) to certain officers from time to time. The restricted stock performance units vest based on the Corporation achieving certain performance target levels and the grantee completing the requisite service period. The restricted stock performance units are eligible to vest from 0.5x to 1.5x the number of units originally granted depending on which, if any, of the performance target levels are met. However, if the minimum performance target levels are not achieved, no shares will become vested or be issued for that respective year’s restricted stock performance units. The restricted stock service-based units vest upon satisfaction of a service condition. Upon achievement of the performance target level and/or satisfaction of a service condition, as applicable, the restricted stock units are converted into shares of the Corporation’s common stock on a one-to-one basis. Compensation expense related to restricted stock units is recognized over the expected requisite performance or service period, as applicable.

A summary of the activity for restricted stock units as of and for the nine months ended September 30, 2016 is presented below:



	Number of Units		Weighted-average grant date fair value per unit
Outstanding at December 31, 2015	207,989		$	26.41
Granted	133,620		34.75
Converted into shares of common stock	(67,207	)	24.54
Forfeited/expired	(5,656	)	29.30
Outstanding at September 30, 2016	268,746		$	30.97

At September 30, 2016, unrecognized compensation expense related to restricted stock units totaled $5.6 million and is expected to be recognized over a remaining weighted average period of 2.6 years. Certain restricted stock units granted prior to 2016 fully vested upon completion of the merger with Talmer in accordance with the terms of the restricted stock units. In addition, while certain holders of restricted stock units agreed, in consideration for the award of additional restricted stock units that the holder and the Corporation agreed was a material benefit to which the holder was not otherwise entitled, with the Corporation to amend the terms of their restricted stock units such that vesting did not occur upon completion of the merger and remained subject to existing performance-based or time-based vesting schedules. As a result, unrecognized compensation expense related to the elected restricted stock units was recognized by the Corporation during the three months ended September 30, 2016.

Restricted Stock Awards

The Corporation assumed restricted stock awards that vest upon completion of future service requirements in the merger with Talmer. The fair value of these awards is equal to the market price of the Corporation's common stock at the date the awards were assumed with the portion of the fair value related to post-combination service. The Corporation recognizes stock-based compensation expense over the vesting period, using the straight-lined method, based upon the number of shares of restricted stock ultimately expected to vest. If an individual awarded restricted stock awards terminates employment prior to the end of the vesting period, the unvested portion of the stock is forfeited, with certain exceptions.

The following table provides information regarding nonvested restricted stock awards:



Nonvested restricted stock awards	Number of Awards		Weighted-average acquisition-date fair value
Nonvested at January 1, 2016	—		$	—
Acquired	484,892		46.23
Vested	—		—
Forfeited	(508	)	46.23
Nonvested at September 30, 2016	484,384		$	46.23

At September 30, 2016, unrecognized compensation expense related to nonvested restricted stock awards totaled $14.8 million and is expected to be recognized over a remaining weighted average period of 1.5 years.