STOCK BASED COMPENSATION

Time Vested Restricted Stock Awards

During the nine months ended September 30, 2017, the Company made the following awards of restricted stock:



Date	Shares Granted	Plan	Grant Date Fair Value Per Share		Vesting Period
2/13/2017	1,200	2005 Employee Stock Plan	$	62.53	Ratably over 5 years from grant date
2/16/2017	34,150	2005 Employee Stock Plan	$	63.10	Ratably over 5 years from grant date
3/31/2017	500	2005 Employee Stock Plan	$	65.63	Ratably over 5 years from grant date
4/3/2017	1,500	2005 Employee Stock Plan	$	64.14	Ratably over 5 years from grant date
5/15/2017	1,000	2005 Employee Stock Plan	$	64.03	Ratably over 5 years from grant date
5/23/2017	7,000	2010 Non-Employee Director Stock Plan	$	61.95	At the end of 5 years from grant date (1)
6/15/2017	950	2005 Employee Stock Plan	$	66.18	Ratably over 5 years from grant date


(1)	These restricted stock grants will vest at the end of a five year period, or earlier if the director ceases to be a director for any reason other than cause, such as, for example, by retirement.

The fair value of the restricted stock awards is based upon the average of the high and low price at which the Company’s common stock traded on the date of grant. The holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting and dividend rights.

Performance-Based Restricted Stock Awards

On February 16, 2017, the Company granted 14,400 performance-based restricted stock awards to certain executive level employees. These performance-based restricted stock awards were issued from the 2005 Employee Stock Plan and were determined to have a grant date fair value per share of $63.10, determined by the average of the high and low price at which the Company's common stock traded on the date of grant. The number of shares to be vested will be contingent upon the Company's attainment of certain performance measures outlined in the award agreement and will be measured as of the end of the three year performance period, January 1, 2017 through December 31, 2019. The awards will vest upon the earlier of the date on which it is determined if the performance goal is achieved subsequent to the performance period or March 31, 2020. These awards will be accounted for as equity awards due to the nature of these awards and the fact that these shares will not be settled in cash.

The holders of these awards are not entitled to receive dividends or vote until the shares are vested.

On February 28, 2017, the performance-based restricted stock awards that were awarded on March 20, 2014 vested at 94% of the maximum target shares awarded, or 15,289 shares.

Stock Options

The Company did not grant any awards of options to purchase shares of common stock during the nine months ended September 30, 2017.