STOCK PLANS

12 Months Ended

Dec. 31, 2023

STOCK PLANS

STOCK PLANS

NOTE 10 – STOCK PLANS

On April 19, 2023, the shareholders of the Company approved the 2023 Equity and Incentive Compensation Plan ("2023 Employee Plan"), which replaced the 2015 Equity and Incentive Compensation Plan (“2015 Employee Plan”). The 2023 Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards up to an additional 2,025,000 of the Company’s common shares. In addition, on April 19, 2023, the shareholders of the Company approved the 2023 Stock Plan for Non-Employee Directors ("2023 Director Plan"), which replaced the 2015 Stock Plan for Non-Employee Directors (“2015 Director Plan”). The 2023 Director Plan provides for the granting of options, restricted shares and restricted stock units up to an additional 200,000 of the Company’s common shares. At December 31, 2023, there were 2,192,720 common shares available for future grant under all plans.

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2023 under all Plans:

		Weighted
		Average
	Number of	Exercise
	Options	Price
Balance at beginning of year	1,117,359	$	93.31
Options granted	102,292		178.15
Options exercised	(299,682)		118.17
Options canceled	(350)		63.08
Options forfeited	—		—
Balance at end of year	919,619		108.85
Exercisable at end of year	671,164		95.20

Options granted under both the 2015 and 2023 Employee Plans and its predecessor plans may be outstanding for a maximum of 10 years from the date of grant. The majority of options granted vest ratably over a period of 3 years from the grant date. The exercise prices of all options were equal to the quoted market price of the Company’s common shares at the date of grant. The Company issued shares of common stock from treasury upon all exercises of stock options in 2023. In 2023, all options issued were under the 2015 and 2023 Employee Plans.

The Company uses the Black-Scholes option pricing model for estimating fair values of options. In estimating the fair value of options granted, the expected option life is based on the Company’s historical experience. The expected volatility is based on historical volatility. The weighted average assumptions for each of the three years ended December 31 were as follows:

	2023			2022			2021
Expected volatility		27.63	%		27.14	%		28.01	%
Dividend yield		1.59	%		1.84	%		2.17	%
Risk-free interest rate		4.04	%		1.94	%		0.55	%
Expected option life (years)		4.8			4.7			4.7
Weighted average fair value per option granted during the year	$	46.94		$	27.42		$	21.70

The following table summarizes non-vested stock options for the year ended December 31, 2023:

		Weighted Average
	Number of	Fair Value at
	Options	Grant Date
Balance at beginning of year	317,006	$	13.93
Granted	102,292		46.94
Vested	(170,493)		21.61
Canceled	(350)		18.34
Forfeited	—		—
Balance at end of year	248,455		28.36

The aggregate intrinsic value of options outstanding and exercisable which would have been received by the optionees had all awards been exercised at December 31, 2023 was $99,884 and $82,057, respectively. The total intrinsic value of awards exercised during 2023, 2022 and 2021 was $35,414, $7,082 and $20,442, respectively. The total fair value of options that vested during 2023, 2022 and 2021 was $3,684, $3,086 and $2,983, respectively.

The following table summarizes information about awards outstanding as of December 31, 2023:

	Outstanding				Exercisable
		Weighted		Weighted		Weighted		Weighted
	Number of	Average		Average	Number of	Average		Average
	Stock	Exercise		Remaining	Stock	Exercise		Remaining
Exercise Price Range	Options	Price		Life (years)	Options	Price		Life (years)
Under $49.99	—	$	—	—	—	$	—	—
$50.00 - $59.99	18,371		58.17	2.11	18,371		58.17	2.11
Over $60.00	901,248		109.88	6.35	652,793		96.24	5.60
	919,619			6.27	671,164			5.50

Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs")

The following table summarizes RSU and PSU activity for the year ended December 31, 2023 under all Plans:

		Weighted
		Average
	Number of	Grant Date
	Units	Fair Value
Balance at beginning of year	391,072	$	111.90
Units granted	130,831		180.04
Units vested	(177,048)		95.90
Units forfeited	(5,414)		139.14
Balance at end of year	339,441		140.50

RSUs are valued at the quoted market price on the grant date. The majority of RSUs vest over a period of 3 years. The Company issues shares of common stock from treasury upon the vesting of RSUs and any earned dividend equivalents. Conversion of 28,564 RSUs and PSUs to common shares in 2023 were deferred as part of the 2005 Deferred Compensation Plan for Executives (the "2005 Plan"). As of December 31, 2023, 87,604 RSUs and PSUs, including related dividend equivalents, have been deferred under the 2005 Plan. These units are reflected within dilutive shares in the calculation of earnings per share. In 2023, 85,188 RSUs were issued under the 2015 and 2023 Employee Plan and the 2015 and 2023 Director Plan. The remaining weighted average vesting period of all non-vested RSUs is 1.5 years as of December 31, 2023.

PSUs are valued at the quoted market price on the grant date. PSUs vest over a period of 3 years and are based on the Company’s performance relative to pre-established performance goals. The Company issues common stock from treasury upon the vesting of PSUs and any earned dividend equivalents. In 2023, the Company issued 45,643 PSU’s and has 82,089 PSUs outstanding under the 2015 Employee Plan at a weighted average fair value of $136.41 per share. The remaining weighted average vesting period of all non-vested PSUs is 1.8 years as of December 31, 2023.

Stock-Based Compensation Expense

Expense is recognized for all awards of stock-based compensation by allocating the aggregate grant date fair value over the vesting period. No expense is recognized for any stock options, restricted or deferred shares, RSUs or PSUs ultimately forfeited because recipients fail to meet vesting requirements. Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2023, 2022 and 2021 was $26,223 $25,276 and $23,787, respectively. The related tax benefit for 2023, 2022 and 2021 was $6,711, $6,363 and $5,988, respectively. As of December 31, 2023, total unrecognized stock-based compensation expense related to non-vested stock options, RSUs and PSUs was $17,254, which is expected to be recognized over a weighted average period of approximately 1.0 years.

Lincoln Stock Purchase Plan

The 1995 Lincoln Stock Purchase Plan provides employees the ability to purchase open market shares on a commission-free basis up to a limit of ten thousand dollars annually. Under this plan, 800,000 shares have been authorized to be purchased. There were no shares purchased in 2023 or 2022, and 9,070 shares purchased in 2021.