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Share-Based Compensation
12 Months Ended
Dec. 31, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

NOTE 18 – SHARE-BASED COMPENSATION

Our Amended and Restated 2008 Incentive Compensation Plan (the “ICP”), which was shareholder-approved, permits the grant of share-based awards to its employees.  At December 31, 2018, 4.4 million shares were available for issuance.  The granting of awards to key employees is typically in the form of restricted stock awards or units.  We believe that such awards better align the interests of our employees with those of our shareholders.  Total compensation cost that has been charged against income for the ICP was $8.1 million in 2018, $6.3 million in 2017, and $7.3 million in 2016.  The total income tax benefit was $2.0 million in 2018, $2.4 million in 2017, and $2.8 million in 2016.

Restricted Stock Awards

Restricted stock awards require certain service requirements and commonly have vesting periods of 3 years.  Compensation expense is recognized on a straight-line basis over the vesting period.  Shares are subject to certain restrictions and risk of forfeiture by the participants.

A summary of changes in our nonvested shares for the year follows:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant-Date

 

(shares in thousands)

 

Shares

 

 

Fair Value

 

Year Ended December 31, 2018

 

 

 

 

 

 

 

 

Nonvested balance at beginning of period

 

 

407

 

 

$

15.41

 

Granted during the year

 

 

217

 

 

 

17.47

 

Vested during the year

 

 

(195

)

 

 

14.80

 

Forfeited during the year

 

 

(10

)

 

 

15.08

 

Nonvested balance at end of period

 

 

419

 

 

$

16.77

 

 

As of December 31, 2018, there was $4.5 million of total unrecognized compensation cost related to nonvested shares granted under the ICP.  The cost is expected to be recognized over a weighted-average period of 1.9 years.  The total fair value of the shares vested was $3.4 million in 2018, $3.4 million in 2017, and $3.8 million in 2016.

Restricted Stock Units

Restricted stock units require certain performance requirements and have vesting periods of 3 years.  Compensation expense is recognized on a straight-line basis over the vesting period.  Shares are subject to certain restrictions and risk of forfeiture by the participants.

A summary of changes in our nonvested shares for the year follows:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant-Date

 

(shares in thousands)

 

Shares

 

 

Fair Value

 

Year Ended December 31, 2018

 

 

 

 

 

 

 

 

Nonvested balance at beginning of period

 

 

849

 

 

$

13.30

 

Granted during the year

 

 

288

 

 

 

13.62

 

Vested during the year

 

 

(92

)

 

 

13.65

 

Forfeited during the year

 

 

(185

)

 

 

13.58

 

Dividend equivalents adjustment

 

 

33

 

 

 

13.32

 

Nonvested balance at end of period

 

 

893

 

 

$

13.31

 

 

As of December 31, 2018, there was $4.3 million of total unrecognized compensation cost related to nonvested shares granted under the ICP.  The cost is expected to be recognized over a weighted-average period of 1.6 years.

Stock Options

Option awards are generally granted with an exercise price equal to the market price of our Common Stock at the date of grant; these option awards have vesting periods ranging from 3 to 5 years and have 10-year contractual terms.

Old National has not granted stock options since 2009.  However, Old National did acquire stock options through prior year acquisitions. Old National recorded no incremental expense associated with the conversion of these options.

A summary of the activity in the stock option plan in 2018 follows:

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Intrinsic

 

 

 

 

 

 

 

Exercise

 

 

Contractual

 

 

Value

 

(shares in thousands)

 

Shares

 

 

Price

 

 

Term in Years

 

 

(in thousands)

 

Year Ended December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of period

 

 

225

 

 

$

11.92

 

 

 

 

 

 

 

 

 

Exercised

 

 

(76

)

 

 

12.59

 

 

 

 

 

 

 

 

 

Forfeited/expired

 

 

(57

)

 

 

20.16

 

 

 

 

 

 

 

 

 

Outstanding at end of period

 

 

92

 

 

$

6.30

 

 

 

2.08

 

 

$

836.7

 

Options exercisable at end of year

 

 

92

 

 

$

6.30

 

 

 

2.08

 

 

$

836.7

 

 

Information related to the stock option plan during each year follows:

 

 

 

Years Ended December 31,

 

(dollars in thousands)

 

2018

 

 

2017

 

 

2016

 

Intrinsic value of options exercised

 

$

385

 

 

$

806

 

 

$

660

 

Cash received from option exercises

 

 

948

 

 

 

2,655

 

 

 

2,349

 

Tax benefit realized from option exercises

 

 

154

 

 

 

318

 

 

 

264

 

 

As of December 31, 2018, all options were fully vested and all compensation costs had been expensed.

Stock Appreciation Rights

Old National has never granted stock appreciation rights.  However, Old National did acquire stock appreciation rights through a prior year acquisition.  Old National recorded no incremental expense associated with the conversion of these stock appreciation rights.  At December 31, 2018, 61 thousand stock appreciation rights remained outstanding.

Outside Director Stock Compensation Program

Old National maintains a director stock compensation program covering all outside directors.  Compensation shares are earned semi-annually.  Beginning in 2017, any shares awarded to directors are anticipated to be issued from the ICP.  In 2018, 16 thousand shares were issued to directors, compared to 20 thousand shares in 2017.