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EMPLOYEE BENEFITS
12 Months Ended
Dec. 31, 2018
Employee Benefits Including Defined Benefit Plans and Share-based Compensation Plans [Abstract]  
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS
Deferred Compensation Agreements
Southside Bank has deferred compensation agreements with 17 of its executive officers, which generally provide for payment of an aggregate amount of $6.9 million over a maximum period of 15 years after retirement or death. Of the 17 executives included in the agreements, payments have commenced to nine former executives and/or their beneficiaries. Three executive officers became eligible to receive payments in 2016 as a result of the acceptance of an early retirement package offered in late December of 2015. Deferred compensation expense was $201,000, $353,000 and $357,000 for the years ended December 31, 2018, 2017 and 2016, respectively.  At December 31, 2018 and 2017, the deferred compensation plan liability totaled $3.4 million and $3.5 million, respectively.
Health Insurance
We provide accident and health insurance for substantially all employees through a self-funded insurance program.  The cost of health care benefits was $6.5 million, $5.6 million and $4.9 million for the years ended December 31, 2018, 2017 and 2016, respectively.  Our healthcare plan was amended to provide health insurance coverage for any retiree having 50 years of service with the Company.  In addition, the eligible retiree must have Medicare coverage, including part A, part B and part D.  There was one retiree participating in the health insurance plan as of December 31, 2018. There were two retirees participating in the health insurance plan as of December 31, 2017 and 2016.
Employee Stock Ownership Plan
We have an Employee Stock Ownership Plan (the “ESOP”) which covers substantially all employees.  Contributions to the ESOP are at the sole discretion of the board of directors.  We contributed $700,000 to the ESOP for the year ended December 31, 2018 and $350,000 for the years ended December 31, 2017 and 2016.  At December 31, 2018 and 2017, the ESOP owned 277,492 and 280,542 shares of common stock, respectively.  The number of shares has been adjusted as a result of stock dividends.  These shares are treated as externally held shares for dividend and earnings per share calculations.
Long-term Disability
We have an officer’s long-term disability income policy which provides coverage in the event they become disabled as defined under its terms.  Individuals are automatically covered under the policy if they (a) have been elected as an officer, (b) have been an employee of Southside Bank for three years and (c) receive earnings of $50,000 or more on an annual basis.  The policy provides, among other things, that should a covered individual become totally disabled he would receive two-thirds of his current salary, not to exceed $15,000 per month.  The benefits paid out of the policy are limited by the benefits paid to the individual under the terms of our other Company-sponsored benefit plans.
Split Dollar Agreements
We originally entered into split dollar agreements with eight of our executive officers.  The agreements provide we will be the beneficiary of bank owned life insurance (“BOLI”) insuring the executives’ lives.  The agreements provide the executives the right to designate the beneficiaries of the death benefits guaranteed in each agreement.  The agreements originally provided for death benefits of an initial aggregate amount of $4.5 million.  Prior to an executive’s retirement, his individual amount is increased annually on the anniversary date of the agreement by inflation adjustment factors of either 3% or 5%.  As of December 31, 2018, three of the executives remain actively employed with us. Death benefits under this agreement were paid during 2018 for one retired covered officer and during 2013 for one active covered officer. As of December 31, 2018, the estimated death benefits for the six executives total $4.1 million.  The agreements also state that after the executive’s retirement, we shall also pay an annual gross-up bonus to the executive in an amount sufficient to enable the executive to pay federal income tax on both the economic benefit and on the gross-up bonus. The expense required to record the post retirement liability associated with the split dollar post retirement bonuses was $172,000 for the year ended December 31, 2016, and a credit to expense of $250,000 and $3,000 for the years ended December 31, 2018 and 2017, respectively.  For the years ended December 31, 2018 and 2017, the split dollar liability totaled $1.4 million and $1.9 million, respectively.
401(k) Plan
We have a 401(k) defined contribution plan (the “401(k) Plan”) covering substantially all employees that permits each participant to make before- or after-tax contributions subject to certain limits imposed by the Internal Revenue Code. Beginning January 1, 2017, eligible employees may participate in the 401(k) Plan after they have worked at least 30 days with the Company.  For the years ended December 31, 2018, 2017 and 2016, expense attributable to the 401(k) Plan amounted to $1.5 million, $613,000 and $562,000, respectively.
Pension Plans
We have a defined benefit pension plan (the “Plan”) pursuant to which participants are entitled to benefits based on final average monthly compensation and years of credited service determined in accordance with plan provisions.
Entrance into the Plan by new employees was frozen effective December 31, 2005.  Employees hired after December 31, 2005 are not eligible to participate in the Plan.  All participants in the Plan are fully vested.  Benefits are payable monthly commencing on the later of age 65 or the participant’s date of retirement.  Eligible participants may retire at reduced benefit levels after reaching age 55.  We contribute amounts to the pension fund sufficient to satisfy funding requirements of the Employee Retirement Income Security Act.
Plan assets included 240,666 shares of our stock at December 31, 2018 and 2017.  Our stock included in the Plan assets was purchased at fair value.  The number of shares has been adjusted as a result of stock dividends, if applicable.  During 2018, our funded status improved and at December 31, 2018, we had an unfunded status of $1.1 million compared to an unfunded status of $3.0 million at December 31, 2017. The improvement was a result of an increase in the discount rate at December 31, 2018 compared to December 31, 2017 to better reflect current market conditions, contributions to the plan since December 31, 2017 and the updated mortality assumption at December 31, 2018 compared to December 31, 2017, partially offset by a less than expected return on the fair value of plan assets since December 31, 2017. In late December 2015, we offered an early retirement package to 24 of our employees, of which 16 accepted the early retirement offer by the acceptance deadline of January 29, 2016. During 2016, the Plan provided special and contractual termination benefits of $1.5 million to 15 employees that accepted an early retirement package during the year ended December 31, 2016.
In connection with the acquisition of Omni, we acquired the OmniAmerican Bank Defined Benefit Plan (the “Acquired Plan”) which was remeasured at fair value. The Acquired Plan originally called for benefits to be paid to eligible employees at retirement based primarily upon years of service and the compensation levels at retirement. As of December 31, 2006, the benefits under the Acquired Plan were frozen by Omni. No further benefits will be earned by employees after that date. In addition, no new participants may be added to the Acquired Plan after December 31, 2006. During 2018, our funded status improved, and at December 31, 2018, we had a funded status of $197,000 compared to an unfunded status of $361,000 at December 31, 2017. The improvement was a result of an increase in the discount rate at December 31, 2018 compared to December 31, 2017 to better reflect the current market conditions, contributions to the plan since December 31, 2017 and the updated mortality assumption at December 31, 2018 compared to December 31, 2017, partially offset by a less than expected return on the fair value of plan assets since December 31, 2017.
We have a nonfunded supplemental retirement plan (the “Restoration Plan”) for our employees whose benefits under the principal retirement plan are reduced because of compensation deferral elections or limitations under federal tax laws.
Both the Plan and the Restoration Plan were amended effective January 1, 2013 to change the formula for determining death benefits for participants who die while in service of the employer and who are early retirement eligible on their date of death.
We use a measurement date of December 31 for our plans.
 
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
 
 
Defined Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
 
 
(in thousands)
Change in Projected Benefit Obligation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Benefit obligation at end of prior year
 
$
94,276

 
$
4,392

 
$
14,642

 
$
88,071

 
$
4,238

 
$
12,723

 
$
80,040

 
$
4,685

 
$
12,024

Service cost
 
1,548

 

 
293

 
1,398

 

 
247

 
1,375

 

 
207

Interest cost
 
3,392

 
163

 
597

 
3,601

 
177

 
567

 
3,731

 
212

 
535

Actuarial (gain) loss
 
(9,399
)
 
(480
)
 
344

 
5,404

 
418

 
1,751

 
4,978

 
275

 
237

Benefits paid
 
(3,622
)
 
(183
)
 
(576
)
 
(4,128
)
 
(43
)
 
(646
)
 
(3,632
)
 
(31
)
 
(280
)
Expenses paid
 
(203
)
 
(19
)
 

 
(70
)
 
(47
)
 

 
(91
)
 
(39
)
 

Plan amendments
 

 

 

 

 

 

 
121

 

 

Settlements
 

 

 

 

 
(351
)
 

 

 
(864
)
 

Special and contractual termination benefits
 

 

 

 

 

 

 
1,549

 

 

Benefit obligation at end of year
 
85,992

 
3,873

 
15,300

 
94,276

 
4,392

 
14,642

 
88,071

 
4,238

 
12,723

Change in Plan Assets:
 
 

 
 
 
 

 
 

 
 
 
 

 
 

 
 
 
 

Fair value of plan assets at end of prior year
 
91,233

 
4,031

 

 
85,293

 
2,993

 

 
76,355

 
3,740

 

Actual return
 
(4,497
)
 
(259
)
 

 
8,138

 
479

 

 
7,661

 
187

 

Employer contributions
 
2,000

 
500

 
576

 
2,000

 
1,000

 
646

 
5,000

 

 
280

Benefits paid
 
(3,622
)
 
(183
)
 
(576
)
 
(4,128
)
 
(43
)
 
(646
)
 
(3,632
)
 
(31
)
 
(280
)
Expenses paid
 
(203
)
 
(19
)
 

 
(70
)
 
(47
)
 

 
(91
)
 
(39
)
 

Settlements
 

 

 

 

 
(351
)
 

 

 
(864
)
 

Fair value of plan assets at end of year
 
84,911

 
4,070

 

 
91,233

 
4,031

 

 
85,293

 
2,993

 

(Un)Funded status at end of year
 
(1,081
)
 
197

 
(15,300
)
 
(3,043
)
 
(361
)
 
(14,642
)
 
(2,778
)
 
(1,245
)
 
(12,723
)
Accrued benefit (liability) asset recognized
 
$
(1,081
)
 
$
197

 
$
(15,300
)
 
$
(3,043
)
 
$
(361
)
 
$
(14,642
)
 
$
(2,778
)
 
$
(1,245
)
 
$
(12,723
)
Accumulated benefit obligation at end of year
 
$
77,888

 
$
3,873

 
$
13,403

 
$
83,802

 
$
4,392

 
$
13,246

 
$
77,639

 
$
4,238

 
$
11,133



Amounts related to our defined benefit pension plans and restoration plan recognized as a component of other comprehensive (loss) income were as follows (in thousands):
 
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
 
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
Recognition of net loss
 
$
1,512

 
$

 
$
677

 
$
1,312

 
$

 
$
301

 
$
1,642

 
$

 
$
186

Recognition of prior service (credit) cost
 
(14
)
 

 
7

 
(14
)
 

 
6

 
(14
)
 

 
6

Recognition of loss (gain) due to settlement
 

 

 

 

 
8

 

 

 
(8
)
 

Net (loss) gain occurring during the year
 
(1,581
)
 
(69
)
 
(344
)
 
(3,317
)
 
(150
)
 
(1,751
)
 
(2,541
)
 
(354
)
 
(237
)
Net prior service cost occurring during the year
 

 

 

 

 

 

 
(121
)
 

 

 
 
(83
)
 
(69
)
 
340

 
(2,019
)
 
(142
)
 
(1,444
)
 
(1,034
)
 
(362
)
 
(45
)
Deferred tax benefit (expense)
 
17

 
14

 
(71
)
 
241

 
30

 
259

 
362

 
127

 
16

Other comprehensive (loss) income, net of tax
 
$
(66
)
 
$
(55
)
 
$
269

 
$
(1,778
)
 
$
(112
)
 
$
(1,185
)
 
$
(672
)
 
$
(235
)
 
$
(29
)


Net amounts recognized in net periodic benefit cost and other comprehensive loss were as follows (in thousands):
 
 
December 31, 2018
 
December 31, 2017
 
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
Net loss
 
$
1,512

 
$

 
$
677

 
$
1,312

 
$

 
$
301

Prior service (credit) cost
 
(14
)
 

 
7

 
(14
)
 

 
6

Loss (gain) recognized due to settlement
 

 

 

 

 
8

 

 
 
1,498

 

 
684

 
1,298

 
8

 
307

Deferred tax (expense) benefit
 
(315
)
 

 
(144
)
 
(454
)
 
(2
)
 
(107
)
Accumulated other comprehensive income (loss), net of tax
 
$
1,183

 
$

 
$
540

 
$
844

 
$
6

 
$
200



Amounts recognized as a component of accumulated other comprehensive loss were as follows (in thousands):

 
 
December 31, 2018
 
December 31, 2017
 
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
Net (loss) gain
 
$
(28,928
)
 
$
(171
)
 
$
(3,984
)
 
$
(28,859
)
 
$
(102
)
 
$
(4,317
)
Prior service cost
 
(123
)
 

 
(24
)
 
(109
)
 

 
(31
)
 
 
(29,051
)
 
(171
)
 
(4,008
)
 
(28,968
)
 
(102
)
 
(4,348
)
Deferred tax benefit (expense)
 
6,100

 
35

 
841

 
9,674

 
15

 
1,276

Reclassification of certain deferred tax effects (1)
 

 

 

 
(3,591
)
 
6

 
(364
)
Accumulated other comprehensive (loss) income, net of tax
 
$
(22,951
)
 
$
(136
)
 
$
(3,167
)
 
$
(22,885
)
 
$
(81
)
 
$
(3,436
)


(1)
Amounts reclassified to retained earnings due to early adoption of ASU 2018-02. See “Note 1 – Summary of Significant Accounting and Reporting Policies” for further information.
Net periodic pension cost and postretirement benefit cost included the following components (in thousands):
 
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
Defined Benefit Pension Plan:
 
 
Service cost
 
$
1,548

 
$
1,398

 
$
1,375

Interest cost
 
3,392

 
3,601

 
3,731

Expected return on assets
 
(6,483
)
 
(6,050
)
 
(5,224
)
Net loss amortization
 
1,512

 
1,312

 
1,642

Prior service credit amortization
 
(14
)
 
(14
)
 
(14
)
Special and contractual termination benefits
 

 

 
1,549

Net periodic benefit cost
 
$
(45
)
 
$
247

 
$
3,059

Defined Benefit Pension Plan Acquired:
 
 
Service cost
 
$

 
$

 
$

Interest cost
 
163

 
177

 
212

Expected return on assets
 
(290
)
 
(212
)
 
(265
)
Net loss amortization
 

 

 

Prior service credit amortization
 

 

 

Loss (gain) recognized due to settlement
 

 
8

 
(8
)
Net periodic benefit cost
 
$
(127
)
 
$
(27
)
 
$
(61
)
Restoration Plan:
 
 
 
 
 
 
Service cost
 
$
293

 
$
247

 
$
207

Interest cost
 
597

 
567

 
535

Net loss amortization
 
677

 
301

 
186

Prior service cost amortization
 
7

 
6

 
6

Net periodic benefit cost
 
$
1,574

 
$
1,121

 
$
934



The amounts in accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost during 2019 are as follows (in thousands):
 
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
Net loss
 
$
1,774

 
$

 
$
398

Prior service (credit) cost
 
(14
)
 

 
6

 
 
1,760

 

 
404

Deferred tax benefit
 
(370
)
 

 
(85
)
Accumulated other comprehensive loss, net of tax
 
$
1,390

 
$

 
$
319


The Plan and Acquired Plan assets, which consist primarily of marketable equity and debt instruments, are valued using market quotations in active markets for identical assets, market quotations for similar assets in active or non-active markets or the net asset value (“NAV”) provided by the plan administrator.  The Plans’ obligations and the annual pension expense are determined by independent actuaries and through the use of a number of assumptions.  Key assumptions in measuring the Plans’ obligations include the discount rate, the rate of salary increases and the estimated future return on plan assets.
In determining the discount rate, we utilized a cash flow matching analysis to determine a range of appropriate discount rates for the defined benefit pension plan and restoration plan.  In developing the cash flow matching analysis, we had our actuaries construct a portfolio of high quality noncallable bonds to match as closely as possible the timing of future benefit payments of the plans at December 31, 2018.  We utilized a bond selection-settlement approach that selects a portfolio of bonds from a universe of high quality corporate bonds rated AA by at least half of the rating agencies available.  Based on the results of this cash flow matching analysis, we were able to determine an appropriate discount rate.

Salary increase assumptions are based upon historical experience and anticipated future management actions.  The expected long-term rate of return assumption reflects the average return expected based on the investment strategies and asset allocation of the assets invested to provide for the Plans’ liabilities.  We considered broad equity and bond indices, long-term return projections and actual long-term historical Plan performance when evaluating the expected long-term rate of return assumption.  
The assumptions used to determine the benefit obligation were as follows:
 
 
December 31, 2018
 
December 31, 2017
 
 
Defined Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Restoration
Plan
Discount rate
 
4.32
%
 
4.32
%
 
4.32
%
 
3.71
%
 
3.71
%
 
3.71
%
Compensation increase rate
 
3.50
%
 

 
3.50
%
 
3.50
%
 

 
3.50
%


The assumptions used to determine net periodic pension cost and postretirement benefit cost were as follows:
 
 
Year Ended December 31,
 
 
2018
 
2017
 
2016
Defined Benefit Pension Plan:
 
 
 
 
 
 
Discount rate
 
3.71
%
 
4.23
%
 
4.56
%
Expected long-term rate of return on plan assets
 
7.25
%
 
7.25
%
 
7.25
%
Compensation increase rate
 
3.50
%
 
3.50
%
 
3.50
%
Defined Benefit Pension Plan Acquired
 
 
 
 
 
 
Discount rate
 
3.71
%
 
4.23
%
 
4.56
%
Expected long-term rate of return on plan assets
 
7.25
%
 
7.25
%
 
7.25
%
Compensation increase rate
 

 

 

Restoration Plan:
 
 

 
 

 
 

Discount rate
 
3.71
%
 
4.23
%
 
4.56
%
Compensation increase rate
 
3.50
%
 
3.50
%
 
3.50
%

Material changes in pension benefit costs may occur in the future due to changes in these assumptions.  Future annual amounts could be impacted by changes in the number of SSB Plan participants, changes in the level of benefits provided, changes in the discount rates, changes in the expected long-term rate of return, changes in the level of contributions to the Plan and other factors.
The major categories of assets in our Plan and the Acquired Plan are presented in the following table (in thousands).  Assets are segregated by the level of the valuation inputs within the fair value hierarchy established by ASC Topic 820 “Fair Value Measurements and Disclosures,” utilized to measure fair value (see “Note 13 – Fair Value Measurement”).  Our Restoration Plan is unfunded.
 
 
December 31, 2018
 
December 31, 2017
 
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
 
Defined
Benefit
Pension
Plan
 
Defined
Benefit
Pension
Plan Acquired
Level 1:
 
 
Cash
 
$
278

 
$

 
$
423

 
$

Equity Securities:
 
 

 
 
 
 

 
 
U.S. large cap (1)
 
5,204

 

 
6,198

 

U.S. mid cap (2)
 
18,913

 

 
21,379

 

U.S. small cap (3)
 
9,900

 

 
10,706

 

Fixed Income Securities:
 
 
 
 
 
 
 
 
International developed (4)
 
6,733

 

 
8,601

 

International emerging (2)
 
3,464

 

 
4,308

 

Level 2:
 
 

 
 
 
 

 
 
Cash Equivalents
 
15,025

 

 
13,256

 

Equity Securities:
 
 
 
 
 
 
 
 
U.S. large cap (1)
 

 
1,360

 

 
1,440

U.S. mid cap (2)
 

 
152

 

 
167

U.S. small cap (3)
 

 
72

 

 
84

International (5)
 

 
735

 

 
712

Fixed Income Securities:
 
 
 
 
 
 

 
 
Corporate bonds (6)
 
952

 
407

 
1,118

 
378

U.S. government agencies (6)
 
20,182

 

 
19,303

 

Municipal bonds (6)
 
3,991

 

 
5,595

 

U.S. agency mortgage-backed securities (7)
 
269

 

 
346

 

Asset-backed securities (8)
 

 
743

 

 
717

Real estate (9)
 

 
286

 

 
241

Balanced Asset Allocation (10)
 

 
84

 

 
81

Other (11)
 

 
231

 

 
211

Total fair value of plan assets
 
$
84,911

 
$
4,070

 
$
91,233

 
$
4,031

(1)
For the defined benefit pension plan, this category is comprised of individual securities that are actively managed and a broadly diversified “passive” mutual fund. The Acquired Plan assets in this category consist of pooled separate accounts invested in mutual funds and domestic stocks.
(2)
For the defined benefit pension plan, this category is comprised of broadly diversified “passive” mutual funds. The Acquired Plan assets in this category consist of pooled separate accounts invested in mutual funds and domestic stocks.
(3)
For the defined benefit pension plan, this category is comprised of broadly diversified “passive” mutual funds and shares of Southside Bancshares stock that is owned in the Plan. The Acquired Plan assets in this category consist of pooled separate accounts invested in mutual funds and domestic stocks.
(4)
This category is comprised of individual securities that are actively managed and a broadly diversified “passive” mutual fund.
(5)
This category is comprised of pooled separate accounts invested in mutual funds and international stocks.
(6)
For the defined benefit pension plan, this category is comprised of individual investment grade securities that are generally held to maturity in the Plan. The Acquired Plan assets in this category consist of pooled separate accounts invested in investment grade and below investment grade bonds.
(7)
This category is comprised of individual securities that are generally not held to maturity.
(8)
This category is mainly comprised of a pooled separate account invested in asset backed securities, residential mortgage backed securities, commercial mortgage backed securities and corporate bonds.
(9)
This category is comprised of a pooled separate account invested in commercial real estate and includes mortgage loans which are backed by the associated properties.
(10)
This category is comprised of a pooled separate account invested in a single mutual fund invested in a combination of fixed income and equity investment options.
(11)
This category is comprised of a pooled separate account invested in a broad range of instruments including, but not limited to, equities, bonds, currencies, convertible securities and derivatives such as futures, options, swaps and forwards.
We did not have any plan assets with Level 3 input fair value measurements at December 31, 2018 or 2017.  
Our overall investment strategy is to realize long-term growth of the Plan within acceptable risk parameters, while funding benefit payments from dividend and interest income, to the extent possible.  The target allocations for plan assets are 55.0% equities, 44.5% fixed income and 0.5% cash equivalents. Equity securities are diversified among U.S. and international (both developed and emerging), large, mid and small caps, value and growth securities and real estate investment trusts (“REITs”).  The investment objective of equity funds is long-term capital appreciation with current income.  Fixed income securities include government agencies, CDs, corporate bonds, municipal bonds and MBS.  The investment objective of fixed income funds is to maximize investment return while preserving investment principal.  Mutual funds are primarily used because of the superior diversification they provide.
As of December 31, 2018, expected future benefit payments related to the Plan, the Acquired Plan and the Restoration Plan were as follows (in thousands):
 
Defined Benefit
Pension Plan
 
Defined Benefit
Pension Plan Acquired
 
Restoration
Plan
2019
$
3,836

 
$
66

 
$
723

2020
3,951

 
229

 
780

2021
4,142

 
129

 
916

2022
4,354

 
90

 
1,031

2023
4,520

 
92

 
1,005

2024 through 2028
25,008

 
897

 
5,521

 
$
45,811

 
$
1,503

 
$
9,976


We do not expect to make additional contributions to the Plan, the Acquired Plan or the Restoration Plan in 2019.
Share-based Incentive Plans
2017 Incentive Plan
On May 10, 2017, our shareholders approved the Southside Bancshares, Inc. 2017 Incentive Plan (the “2017 Incentive Plan”), which is a stock-based incentive compensation plan.  A total of 2,460,000 shares of our common stock were reserved and available for issuance pursuant to awards granted under the 2017 Incentive Plan. This amount includes a number of additional shares (not to exceed 410,000) underlying awards outstanding as of May 10, 2017 under the Company’s 2009 Incentive Plan that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason.  Under the 2017 Incentive Plan, we are authorized to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and qualified performance-based awards or any combination thereof to selected employees, officers, directors and consultants of the Company and its affiliates. As of December 31, 2018, there were 1,675,607 shares remaining available for grant for future awards.  
All share data for all periods presented has been adjusted to give retroactive recognition to stock dividends unless otherwise indicated. Reference to incentive plans refers to the 2017 Incentive Plan and predecessor incentive plans.
As of December 31, 2018, 2017 and 2016, there were 612,740, 366,292 and 599,498 unvested awards outstanding, respectively.  For the years ended December 31, 2018, 2017 and 2016, there was $2.3 million, $1.8 million and $1.5 million of share-based compensation expense related to the incentive plans, respectively, and $487,000, $635,000 and $539,000 of income tax benefit related to the stock compensation expense, respectively.
As of December 31, 2018, 2017 and 2016, there was $5.8 million, $3.8 million and $5.6 million of unrecognized compensation cost related to the incentive plans, respectively.  The remaining cost at December 31, 2018 is expected to be recognized over a weighted-average period of 2.79 years
The nonqualified stock options (“NQSOs”) have contractual terms of 10 years and vest in equal annual installments over either a three- or four-year period.
The fair value of each restricted stock units (“RSUs”) is the ending stock price on the date of grant.  The RSUs vest in equal annual installments over a three- or four-year period.
Each award is evidenced by an award agreement that specifies the option price, if applicable, the duration of the award, the number of shares to which the award pertains and such other provisions as the Board determines.
Historically, shares issued in connection with stock compensation awards have been issued from available authorized shares. Beginning in the second quarter of 2017, shares were issued from available treasury shares. Shares issued in connection with stock compensation awards along with other related information are presented in the following table without the retroactive recognition of stock dividends (in thousands, except share amounts):
 
Year Ended December 31,
 
2018
 
2017
 
2016
New shares issued from available authorized shares

 
48,311

 
108,225

New shares issued from available treasury shares
140,692

 
111,045

 

Total
140,692

 
159,356

 
108,225

 
 
 
 
 
 
Proceeds from stock option exercises
$
2,653

 
$
2,692

 
$
1,663

    
The estimated weighted-average grant-date fair value per option and the underlying Black-Scholes option-pricing model assumptions are summarized in the following table for years in which we granted NQSOs pursuant to the incentive plans:
 
 
Years Ended December 31,
 
 
2018
 
2017
 
2016
Weighted-average grant date fair value per option
 
$6.78
 
 
$7.18
Weighted-average assumptions:
 
 
 
 
 
 
Risk-free interest rates
 
2.81%
 
 
1.79%
Expected dividend yield
 
1.10%
 
 
2.69%
Expected volatility factors of the market price of Southside Bancshares common stock
 
25.41%
 
 
27.02%
Expected option life (in years)
 
6.2
 
 
6.2

A combined summary of activity in our share-based plans as of December 31, 2018 is presented below:
 
 
Restricted Stock Units
Outstanding
 
Stock Options Outstanding
 
 
Number
of Shares
 
Weighted-
Average
Grant-Date
Fair
Value
 
Number
of Shares
 
Weighted-
Average
Exercise
 Price
 
Weighted-
Average
Grant-Date
Fair
Value
Balance, January 1, 2018
 
78,253

 
$
32.04

 
690,312

 
$
26.02

 
$
6.19

Granted
 
64,358

 
34.28

 
356,849

 
34.52

 
6.78

Stock options exercised
 

 

 
(115,277
)
 
23.02

 
5.69

Stock awards vested
 
(29,752
)
 
31.14

 

 

 

Forfeited
 
(3,109
)
 
32.93

 
(16,980
)
 
32.51

 
6.67

Canceled/expired
 

 

 
(5,553
)
 
30.06

 
6.68

Balance, December 31, 2018
 
109,750

 
$
33.57

 
909,351

 
$
29.59

 
$
6.47


 
Other information regarding options outstanding and exercisable as of December 31, 2018 is as follows:
 
 
Options Outstanding
 
Options Exercisable
Range of Exercise Prices
 
Number
of Shares
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Life in Years
 
Number
of Shares
 
Weighted-
Average
Exercise
Price
$
14.67

-
$20.00
 
110,291

 
$
15.89

 
3.03
 
110,291

 
$
15.89

20.01

-
25.00
 
106,826

 
22.92

 
5.43
 
82,747

 
23.01

25.01

-
30.00
 
202,009

 
26.68

 
6.47
 
136,613

 
26.58

30.01

-
35.00
 
346,965

 
34.52

 
9.41
 

 

35.01

-
37.28
 
143,260

 
37.28

 
7.90
 
76,710

 
37.28

Total
 
909,351

 
$
29.59

 
7.28
 
406,361

 
$
24.97


The total intrinsic value of outstanding in-the-money stock options and outstanding in-the-money exercisable stock options was $3.7 million and $3.2 million at December 31, 2018, respectively. The weighted-average remaining contractual life of options exercisable at December 31, 2018 was 5.49 years.
The total intrinsic value of stock options exercised during the years ended December 31, 2018, 2017 and 2016 was $1.4 million, $1.8 million and $1.3 million, respectively.
Due to adoption of ASU 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” during 2017, there was no tax benefit realized for the deductions related to stock awards for the years ended December 31, 2018 or 2017. However, prior to adoption of the ASU, the tax benefit realized for the deductions related to stock awards was $332,000 for the year ended December 31, 2016.