On April 27, 2021, the Company's shareholders approved the 2021 Omnibus Stock and Incentive Plan ("2021 Plan") and reserved 2,500,000 shares of the Company's common stock for issuance under this plan. At December 31, 2024, the Company had 1,222,315 shares of stock available for issuance under the 2021 Plan. The 2021 Plan supersedes all prior stock option and restricted stock plans with shares previously reserved for issuance under such plans cancelled.

Under the 2021 Plan, the Company grants restricted stock units under compensation agreements for the benefit of employees, executive officers and directors. Restricted stock unit grants are subject to time-based vesting. The total number of restricted stock units granted represents the maximum number of restricted stock units eligible to vest based upon the service conditions set forth in the grant agreements. The following table summarizes information about the changes in restricted stock units for the years ended December 31, 2024, 2023 and 2022, respectively.


	For the year ended					For the year ended					For the year ended
	December 31, 2024					December 31, 2023					December 31, 2022
	Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value		Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value		Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value
Balance at beginning of period		53,817		$	37.04		39,657		$	47.83		22,597		$	48.91
Grants		45,064			34.37		33,294			29.53		24,833			47.19
Vesting		(24,075	)		40.35		(14,553	)		48.00		(7,425	)		48.91
Forfeited/expired		(3,150	)		34.53		(4,581	)		41.09		(348	)		48.91
Balance at end of period		71,656		$	34.36		53,817		$	37.04		39,657		$	47.83

Also under the 2021 Plan, the Company awards performance-based restricted stock units ("PSUs") to executive officers and other officers and employees. Under the terms of the award, the number of units that will vest and convert to shares of common stock will be based on the extent to which the Company achieves specific performance criteria during the fixed three-year performance period. The number of shares issued upon vesting will range from 0% to 200% of the PSUs granted. The PSUs vest at the end of a three-year period based on either 50% each on average adjusted earnings per share growth and return on average assets, or 100% return on average assets, as reported, adjusted for unusual gains/losses, merger expenses, and other items as approved by the compensation committee of the Company's board of directors. Performance for each period is measured relative to other U.S. publicly traded banks with $10 billion to $50 billion in assets. Compensation expense for the PSUs will be estimated each period based on the fair value of the stock at the grant date and the probable outcome of the performance condition, adjusted for passage of time within the vesting period of the awards.

The following table summarizes information about the changes in PSUs as of and for the years ended December 31, 2024, 2023 and 2022, respectively.


	For the year ended					For the year ended					For the year ended
	December 31, 2024					December 31, 2023					December 31, 2022
	Performance-Based Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value		Performance-Based Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value		Performance-Based Restricted Stock Units Outstanding			Weighted Average Grant Date Fair Value
Balance at beginning of period		75,227		$	40.24		47,082		$	48.00		22,597		$	48.91
Grants		45,064			34.37		33,294			29.53		24,833			47.19
Vesting		(20,532	)		48.91		—			—		—			—
Forfeited/expired		(3,553	)		35.14		(5,149	)		41.95		(348	)		48.91
Balance at end of period		96,206		$	35.83		75,227		$	40.24		47,082		$	48.00

At December 31, 2024, the vesting period for the PSUs that were granted in 2022 had been satisfied. These shares will not be reflected in the shares vested until the outcome of the peer performance condition is determined and the vesting is settled in the first quarter of 2025.

Under the 2021 Plan, the Company grants restricted stock awards under compensation agreements for the benefit of employees, officers and directors. Restricted stock awards are subject to time-based vesting.

The following table summarizes information about vested and unvested restricted stock.


	For the year ended					For the year ended					For the year ended
	December 31, 2024					December 31, 2023					December 31, 2022
	Restricted Stock Outstanding			Weighted Average Grant Date Fair Value		Restricted Stock Outstanding			Weighted Average Grant Date Fair Value		Restricted Stock Outstanding			Weighted Average Grant Date Fair Value
Balance at beginning of period		25,190		$	27.79		24,813		$	36.21		46,598		$	35.75
Grants		24,348			30.91		25,190			27.79		15,425			40.89
Vesting		(25,190	)		27.79		(23,708	)		36.40		(37,010	)		37.61
Forfeited/expired		—			—		(1,105	)		29.70		(200	)		29.70
Balance at end of period		24,348		$	30.91		25,190		$	27.79		24,813		$	36.21

The total fair value of restricted stock vested was $2,276,000, $1,082,000 and $1,861,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recorded restricted stock unit, performance-based restricted stock unit and restricted stock award expense for employees of $2,021,000, $1,826,000 and $1,887,000, respectively, for the years ended December 31, 2024, 2023 and 2022. The Company recorded director expense related to these restricted stock grants of $729,000, $667,000 and $631,000 for the years ended December 31, 2024, 2023, and 2022, respectively.

As of December 31, 2024 and 2023, there were $4,025,000 and $3,258,000, respectively, of total unrecognized compensation cost related to consolidated unvested restricted stock units, performance-based restricted stock units and restricted stock awards, which is expected to be recognized over a weighted-average period of 0.96 years and 1.19 years, respectively. At December 31, 2024 and 2023, there was $141,000 and $124,000, respectively, accrued in other liabilities related to dividends declared to be paid upon vesting.

Prior to approval of the 2021 Plan, the 2012 Incentive Stock Option Plan (the "2012 Plan") provided for the granting of options to employees of the Company at prices not less than market value at the date of the grant. The 2012 Plan provided that options granted vest and are exercisable after two years from the date of grant and vest at a rate of 20% each year thereafter and have a 10-year term. The most recent grants from the 2021 Plan provided that 20% of the options granted vest and are exercisable after one year from the date of grant and the remaining options vest and are exercisable at a rate of 20% each year thereafter and have a 10-year term. Shares are issued under the 2012 Plan and the 2021 Plan from available authorized shares. An analysis of stock option activity for the year ended December 31, 2024 is presented in the table and narrative below:


	Shares			Weighted- Average Ex. Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value ($000)
Outstanding, beginning of year		1,552,249		$	30.45
Granted		270,495			34.37
Exercised		(163,521	)		20.28
Cancelled		(73,797	)		34.75
Outstanding, end of year		1,585,426			31.96		5.87	$	10,894
Exercisable at end of year		919,010		$	28.61		4.12	$	9,081

The options outstanding at December 31, 2024 had exercise prices ranging between $16.95 and $48.91. Stock options have been adjusted retroactively for the effects of stock dividends and splits.

The following table summarizes information concerning outstanding and vested stock options as of December 31, 2024:


Exercise Price		Number Outstanding		Remaining Contracted Life (Years)		Number Vested
$	16.95		163,492		0.8		136,492
$	21.18		315,397		2.4		315,397
$	29.70		258,180		4.5		201,070
$	34.55		6,700		5.1		3,900
$	48.91		168,271		6.6		102,469
$	47.19		201,918		7.6		82,856
$	29.53		229,312		8.6		76,826
$	34.37		269,156		9.6		—

The fair value of the options granted during 2024 were estimated using the Black-Scholes options pricing model with the following weighted-average assumptions: risk-free interest rate of 3.69%; expected dividend yield of 2.09%; expected life of 5.70 years; and expected volatility of 31.65%. The fair value of the options granted during 2023 were estimated using the Black-Scholes options pricing model with the following weighted-average assumptions: risk-free interest rate of 4.39%; expected dividend yield of 2.44%; expected life of 5.81 years; and expected volatility of 30.58%. The fair value of options granted during 2022 were estimated using the Black-Scholes options pricing model with the following weighted-average assumptions: risk-free interest rate of 2.92%; expected dividend yield of 1.44%; expected life of 6.02 years; and expected volatility of 28.72%.

The weighted-average grant-date fair value of options granted during 2024, 2023 and 2022 was $9.96, $8.41 and $13.30, respectively. The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022, was $2,338,000, $1,585,000 and $9,131,000, respectively. The Company recorded stock option expense totaling $2,184,000, $1,763,000 and $1,440,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, there was $5,212,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 1.25

years. The total fair value of shares vested during the years ended December 31, 2024, 2023 and 2022 was $2,131,000, $2,121,000 and $1,750,000.