Employee Benefit and Deferred Compensation Plans

(In Thousands, Except Share Data)

The Company sponsors a noncontributory defined benefit pension plan, under which participation and future benefit accruals ceased as of December 31, 1996. The Company also provides retiree health benefits for certain employees who were employed by the Company and enrolled in the Company's health plan as of December 31, 2004. To receive benefits, an eligible employee must retire from service with the Company and its affiliates between age 55 and 65 and be credited with at least 15 years of service or with 70 points, determined as the sum of age and service at retirement. The Company periodically determines the portion of the premium to be paid by each eligible retiree and the portion to be paid by the Company. Coverage ceases when an employee attains age 65 and is eligible for Medicare. The Company also provides life insurance coverage for each retiree in the face amount of $5 until age 70. Retirees can purchase additional insurance or continue coverage beyond age 70 at their sole expense.

In connection with the acquisition of Heritage, the Company assumed the noncontributory defined benefit pension plan maintained by HeritageBank, under which accruals had ceased and the plan had been terminated by HeritageBank immediately prior to the acquisition date. The Company will sponsor the plan until satisfactory status of termination has been received from both the Pension Benefit Guarantee Corporation and the Internal Revenue Service at which point final distribution will be made to participants.

The plan expense for the Company-sponsored noncontributory defined benefit pension plans, including the plan assumed from HeritageBank, (“Pension Benefits”) and post-retirement health and life plans (“Other Benefits”) for the periods presented was as follows:




	Pension Benefits						Other Benefits
	Three Months Ended						Three Months Ended
	September 30,						September 30,
	2015			2014			2015		2014
Service cost	$	—		$	—		$	5	$	1
Interest cost	427			328			15		19
Expected return on plan assets	(618		)	(539		)	—		—
Prior service cost recognized	—			—			—		—
Recognized actuarial loss	88			59			27		18
Net periodic benefit cost (return)	$	(103	)	$	(152	)	$	47	$	38



	Pension Benefits						Other Benefits
	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015		2014
Service cost	$	—		$	—		$	13	$	13
Interest cost	972			964			45		65
Expected return on plan assets	(1,639		)	(1,617		)	—		—
Prior service cost recognized	—			—			—		—
Recognized actuarial loss	244			150			73		72
Net periodic benefit (return) cost	$	(423	)	$	(503	)	$	131	$	150

In March 2011, the Company adopted a long-term equity incentive plan, which provides for the grant of stock options and the award of restricted stock. The plan replaced the long-term incentive plan adopted in 2001, which expired in October 2011. The Company issues shares of treasury stock to satisfy stock options exercised or restricted stock granted under the plan. Options granted under the plan allow participants to acquire shares of the Company's common stock at a fixed exercise price and expire ten years after the grant date. Options vest and become exercisable in installments over a three-year period measured from the grant date. Options that have not vested are forfeited and canceled upon the termination of a participant's employment. There were no stock options granted during the three and nine months ended September 30, 2015 and 2014.

The following table summarizes the changes in stock options as of and for the nine months ended September 30, 2015:



	Shares		Weighted Average Exercise Price
Options outstanding at beginning of period	830,950		$	18.70
Granted	—		—
Exercised	(129,785	)	19.55
Forfeited	(7,500	)	30.63
Options outstanding at end of period	693,665		$	18.42

The Company awards performance-based restricted stock to executives and time-based restricted stock to directors and other officers and employees under the long-term equity incentive plan. The performance-based restricted stock vests upon completion of a one-year service period and the attainment of certain performance goals. Performance-based restricted stock is issued at the target level; the number of shares ultimately awarded is determined at the end of each year and may be increased or decreased depending on the Company falling short of, meeting or exceeding financial performance measures defined by the Board of Directors. Time-based restricted stock vests at the end of the service period defined in the respective grant. The fair value of each restricted stock award is the closing price of the Company's common stock on the day immediately preceding the award date. The following table summarizes the changes in restricted stock as of and for the nine months ended September 30, 2015:



	Performance-Based Restricted Stock		Weighted Average Grant-Date Fair Value		Time- Based Restricted Stock		Weighted Average Grant-Date Fair Value
Nonvested at beginning of period	—		$	—	38,336		$	27.26
Awarded	81,750		28.93		103,588		31.74
Vested	—		—		(11,486	)	27.86
Cancelled	(250	)	28.93		(250	)	31.46
Nonvested at end of period	81,500		$	28.93	130,188		$	30.91

During the nine months ended September 30, 2015, the Company reissued 100,618 shares from treasury in connection with the exercise of stock options and award of restricted stock. The Company recorded total stock-based compensation expense of $1,019 and $1,340 for the three months ended September 30, 2015 and 2014, respectively, and $2,739 and $3,162 for the nine months ended September 30, 2015 and 2014, respectively.