Employee Benefit and Deferred Compensation Plans

(In Thousands, Except Share Data)

Pension and Post-retirement Medical Plans

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.

The plan expense for the legacy Renasant defined benefit pension plan (“Pension Benefits - Renasant”) and post-retirement health and life plans (“Other Benefits”) for the periods presented was as follows:



	Pension Benefits
	Renasant						Other Benefits
	Three Months Ended						Three Months Ended
	June 30,						June 30,
	2018			2017			2018		2017
Service cost	$	—		$	—		$	2	$	1
Interest cost	256			291			7		8
Expected return on plan assets	(520		)	(487		)	—		—
Recognized actuarial loss (gain)	77			100			—		(10		)
Net periodic benefit (return) cost	$	(187	)	$	(96	)	$	9	$	(1	)



	Pension Benefits
	Renasant						Other Benefits
	Six Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018		2017
Service cost	$	—		$	—		$	4	$	4
Interest cost	522			584			16		21
Expected return on plan assets	(1,038		)	(971		)	—		—
Recognized actuarial loss	164			200			—		3
Net periodic benefit (return) cost	$	(352	)	$	(187	)	$	20	$	28

Incentive Compensation Plans

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 cancelled upon the termination of a participant’s employment. There were no stock options granted during the six months ended June 30, 2018 or 2017.

The following table summarizes the changes in stock options as of and for the six months ended June 30, 2018:



	Shares		Weighted Average Exercise Price
Options outstanding at beginning of period	89,750		$	15.67
Granted	—		—
Exercised	(38,000	)	15.48
Forfeited	(5,000	)	15.32
Options outstanding at end of period	46,750		$	15.87

The Company awards performance-based restricted stock to executives and other officers and time-based restricted stock to directors, executives and other officers and employees under the long-term equity incentive plan. The performance-based restricted stock vests upon completion of a designated service period or the attainment of specified performance goals. Target performance levels are derived from the Company’s budget, with threshold performance set at approximately 5% below target and superior performance set at approximately 5% above target. Performance-based restricted stock is granted at the target level; the number of shares ultimately awarded is determined at the end of the applicable performance period and may be increased or decreased depending upon the Company meeting or exceeding (or failing to meet or exceed) the 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 grant is the closing price of the Company’s common stock on the day immediately preceding the grant date. The following table summarizes the changes in restricted stock as of and for the six months ended June 30, 2018:



	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	—		$	—	218,075		$	39.08
Awarded	95,183		40.89		138,061		41.91
Vested	—		—		(56,646	)	38.43
Cancelled	(3,014	)	40.89		(14,646	)	41.97
Nonvested at end of period	92,169		$	40.89	284,844		$	40.43

During the six months ended June 30, 2018, the Company reissued 93,511 shares from treasury in connection with the exercise of stock options and awards of restricted stock. The Company recorded total stock-based compensation expense of $1,920 and $1,237 for the three months ended June 30, 2018 and 2017, respectively, and $3,712 and $2,411 for the six months ended June 30, 2018 and 2017, respectively.