In May 2015, the Company's stockholders approved the 2015 Incentive Plan which authorizes the Company to issue 3,500,000 shares of common stock to its employees and directors. The 2015 Incentive Plan, which superseded the 2007 Employee Stock Incentive Plan (the "Predecessor Plan"), will continue until the shares are depleted or terminated by the Company’s Board of Directors. As of December 31, 2021 and 2020, the Company had issued a total of 2,386,822 and 2,186,078 restricted shares, respectively, under the 2015 Incentive Plan for compensation-related awards to employees and directors, with a total of 1,113,178 and 1,313,922, respectively, remaining unissued under the plan. Under the Predecessor Plan for compensation-related awards to employees and directors, the Company had issued, net of forfeitures, a total of 1,878,637 restricted shares for the year ended December 31, 2015. Non-vested shares issued under the 2015 Incentive Plan are generally subject to fixed vesting periods varying from three to eight

years beginning on the date of issue. If a recipient voluntarily terminates his or her relationship with the Company or is terminated for cause before the end of the vesting period, the shares are forfeited, at no cost to the Company. The Company recognizes the impact of forfeitures as they occur. Once the shares have been issued, the recipient has the right to receive dividends and the right to vote the shares. Compensation expense, included in general and administrative expense, recognized during the years ended December 31, 2021, 2020 and 2019 from the amortization of the value of shares over the vesting period issued to employees and directors was $10.4 million, $9.7 million and $12.0 million, respectively. The Company's former Executive Chairman, David R. Emery, died on September 30, 2019 resulting in $2.9 million of expenses associated with the acceleration of his outstanding non-vested share-based awards. This charge is included in the 2019 compensation expense. In connection with the vesting, 80,490 shares were withheld to pay employee federal income taxes. The following table represents expected amortization of the Company's non-vested shares issued as of December 31, 2021:

On February 16, 2016, the Company amended and restated the Executive Incentive Plan (the "Executive Incentive Plan"), to provide specific award criteria with respect to incentive awards made under the 2015 Incentive Plan subject to the discretion of the Compensation Committee. Under the terms of the Executive Incentive Plan, the Company's named executive officers, and certain other members of senior management, may earn incentive awards in the form of cash and non-vested stock. For 2021, 2020 and 2019, compensation expense, included in general and administrative expense, resulting from the amortization of the Executive Incentive Plan non-vested share grants to officers was approximately $6.6 million, $5.9 million, and $5.7 million, respectively. Details of the awards that have been earned under this plan are as follows:

•On February 10, 2021, the Company granted non-vested stock awards to its four named executive officers, five senior vice presidents, and five first vice presidents with a grant date fair value totaling $3.8 million, which were granted in the form of 124,648 non-vested shares, with a five-year vesting period, which will result in annual compensation expense of $0.8 million for each of 2022, 2023, 2024 and 2025, and $0.1 million for 2026.

•On December 14, 2020, the Company granted non-vested stock awards to its four named executive officers, five senior vice presidents, and five first vice presidents with a grant date fair value totaling $3.4 million, which were granted in the form of 117,122 non-vested shares, with a five-year vesting period, which will result in annual compensation expense of $0.7 million for each of 2022, 2023, 2024 and 2025.

•On December 12, 2019, the Company granted non-vested stock awards to its four named executive officers, five senior vice presidents, and five first vice presidents with a grant date fair value totaling $6.1 million, which were granted in the form of 187,072 non-vested shares, with a five-year vesting period, which will result in annual compensation expense of $1.2 million for each of 2022 and 2023, and $1.1 million for 2024.

On November 2, 2021, the Company adopted the 2021 Executive Incentive Plan (the "2021 Executive Incentive Plan") to provide specific award criteria with respect to incentive awards made under the 2015 Incentive Plan subject to the discretion of the Compensation Committee. No new shares of common stock were authorized in connection with the 2021 Executive Incentive Plan. Under the terms of the 2021 Executive Incentive Plan, the Company's named executive officers, and certain other members of senior management, may earn incentive awards in the form of cash and non-vested stock.

•On January 3, 2022, the Company granted non-vested stock awards to its named executive officers, and certain other members of senior management and employees, with a grant date fair value totaling $7.9 million. The awards were granted in the form of 249,689 non-vested shares with a five-year vesting period, which will result in an annual compensation expense of $1.6 million for each of 2022, 2023, 2024, 2025, and 2026.

•On January 3, 2022, the Company granted restricted stock units to its named executive officers, and certain other members of senior management, with a fair value totaling $9.7 million. The awards were granted in the form of 294,931 restricted stock units with a five-year vesting period, which will result in an annual compensation expense of $1.9 million for each of 2022, 2023, 2024, 2025, and 2026.

In the first quarter of 2021, the Company granted a performance-based award to officers, excluding the four named executive officers, five senior vice presidents, and five first vice presidents, under the Long-term Incentive Program adopted under the 2015 Incentive Plan (the "LTIP") totaling approximately $0.6 million, which was granted in the form of 19,679 non-vested shares. In the first quarter of 2020, the Company granted a performance-based award to officers, excluding the four named executive officers, five senior vice presidents, and five first vice under the LTIP totaling approximately $0.8 million, which was granted in the form of 21,774 non-vested shares. The shares have vesting periods ranging from one to eight years with a weighted average vesting period of approximately five years.

The Company's salary deferral plan allows certain of its officers to elect to defer up to 50% of their base salary in the form of non-vested shares issued under the 2015 Incentive Plan subject to long-term vesting. The number of shares will be increased through a Company match depending on the length of the vesting period selected by the officer. The officer's vesting period choices are: three years for a 30% match; five years for a 50% match; and eight years for a 100% match. During 2021, 2020 and 2019, the Company issued 21,396 shares, 17,570 shares and 33,509 shares, respectively, to its officers through the salary deferral plan. For 2021, 2020 and 2019, compensation expense resulting from the amortization of non-vested share grants to officers was approximately $0.9 million, $0.9 million, and $0.9 million, respectively.

The Company issues non-vested shares to its non-employee directors under the 2015 Incentive Plan. The directors’ shares have a one-year vesting period and are subject to forfeiture prior to such date upon termination of the director’s service, at no cost to the Company. During 2021, 2020 and 2019, the Company issued 36,682 shares, 39,681 shares, and 24,996 shares, respectively, to its non-employee directors through the 2015 Incentive Plan. For each of the years 2021, 2020 and 2019, compensation expense resulting from the amortization of non-vested share grants to directors was approximately $1.2 million, $1.0 million, and $0.8 million, respectively.

The Company issued three one-time non-vested share grants related to executive management transition in 2016. For 2021, 2020 and 2019, compensation expense resulting from the amortization of these non-vested share grants to officers was approximately $0.7 million, $0.8 million, and $3.5 million, respectively.


	YEAR ENDED DECEMBER 31,
Dollars in thousands, except per share data	2021		2020		2019
Share-based awards, beginning of year	1,766,061		1,754,066		1,769,863
Granted	203,701		197,999		276,839
Vested	(404,777)		(186,004)		(292,636)
Forfeited	(2,957)		—		—
Share-based awards, end of year	1,562,028		1,766,061		1,754,066

Weighted-average grant date fair value of
Share-based awards, beginning of year	$	30.51	$	29.82	$	29.36
Share-based awards granted during the year	$	30.86	$	30.33	$	31.75
Share-based awards vested during the year	$	28.38	$	23.82	$	28.84
Stock-based awards forfeited during the year	$	33.04	$	—	$	—
Share-based awards, end of year	$	31.10	$	30.51	$	29.82

Grant date fair value of shares granted during the year	$	6,286	$	6,006	$	8,791

The Company maintains a 401(k) plan that allows eligible employees to defer salary, subject to certain limitations imposed by the Internal Revenue Code. The Company provides a matching contribution of up to 3% of each eligible employee’s salary, subject to certain limitations. The Company’s matching contributions were approximately $0.7 million for the year ended December 31, 2021, $0.6 million for 2020 and $0.5 million for 2019.

The Company is authorized to issue 1,000,000 shares of common stock to stockholders under the Dividend Reinvestment Plan. As of December 31, 2021, the Company had issued 617,004 shares under the plan of which 9,481 shares were issued in 2021, 8,419 shares were issued in 2020 and 7,990 shares were issued in 2019.

The Company has an Employee Stock Purchase Plan, pursuant to which the Company is authorized to issue shares of common stock. Under the Employee Stock Purchase Plan, each eligible employee in January of each year is able to purchase up to $25,000 of common stock at the lesser of 85% of the market price on the date of grant or 85% of the market price on the date of exercise of such option. The number of shares subject to each year’s option becomes fixed on the date of grant. Options granted under the Employee Stock Purchase Plan expire if not exercised 27 months after each such option’s date of grant. The Company accounts for these awards based on fair value, using the Black-Scholes model, and generally recognizes expense over the award’s vesting period, net of forfeitures. Since the options granted under the Employee Stock Purchase Plan immediately vest, the Company records compensation expense for those options when they are granted in the first quarter of each year and then may record additional compensation expense in subsequent quarters as warranted.

During the years ended December 31, 2021, 2020 and 2019, the Company recognized in general and administrative expenses approximately $0.4 million, $0.3 million, and $0.2 million, respectively, of compensation expense related to the annual grant of options to its employees to purchase shares under the Employee Stock Purchase Plan.

Cash received from employees upon exercising options under the Employee Stock Purchase Plan was approximately $0.8 million for the year ended December 31, 2021, $0.7 million for the year ended December 31, 2020, and $1.0 million for the year ended December 31, 2019.


	YEAR ENDED DECEMBER 31,
Dollars in thousands, except per share data	2021		2020		2019
Options outstanding, beginning of year	341,647		332,659		328,533
Granted	253,200		212,716		235,572
Exercised	(30,281)		(21,713)		(35,277)
Forfeited	(71,630)		(42,221)		(54,095)
Expired	(144,422)		(139,794)		(142,074)
Options outstanding and exercisable, end of year	348,514		341,647		332,659

Weighted-average exercise price of
Options outstanding, beginning of year	$	24.70	$	25.59	$	24.17
Options granted during the year	$	25.16	$	28.36	$	24.17
Options exercised during the year	$	25.03	$	24.10	$	25.01
Options forfeited during the year	$	25.45	$	25.29	$	25.26
Options expired during the year	$	24.17	$	23.74	$	25.77
Options outstanding, end of year	$	25.38	$	24.70	$	25.59

Weighted-average fair value of options granted during the year (calculated as of the grant date)	$	9.05	$	8.06	$	7.02
Intrinsic value of options exercised during the year	$	165	$	101	$	269
Intrinsic value of options outstanding and exercisable (calculated as of December 31)	$	1,997	$	1,673	$	2,589
Exercise prices of options outstanding (calculated as of December 31)	$	25.91	$	24.70	$	25.59
Weighted-average contractual life of outstanding options (calculated as of December 31, in years)	0.8		0.8		0.8

The fair values for these options were estimated at the date of grant using a Black-Scholes options pricing model with the weighted-average assumptions for the options granted during the period noted in the following table. The risk-free interest rate was based on the U.S. Treasury constant maturity-nominal two-year rate whose maturity is nearest to the date of the expiration of the latest option outstanding and exercisable; the expected dividend yield was based on the expected dividends of the current year as a percentage of the average stock price of the prior year; the expected life of each option was estimated using the historical exercise behavior of employees; expected volatility was based on historical volatility of the Company’s common stock; and expected forfeitures were based on historical forfeiture rates within the look-back period.