14.EMPLOYEE BENEFITS AND STOCK BASED COMPENSATION

The Company has a 401(k) Plan designed to qualify under Section 401 of the Internal Revenue Code of 1986 that allows employees to defer a portion of their salary compensation as savings for retirement.  The 401(k) Plan provides for the Company to match employee contributions based on each employee’s elected contribution percentage.  For each employee’s 1% through 3% dollar contributions, the Company will match 100% of such dollar contributions, and for each employee’s 4% through 5% dollar contributions, the Company will match 50% of such dollar contributions.  All employees are eligible to participate in the 401(k) Plan after meeting minimum age and period of service requirements.  The Bank also has an ESOP.  All full and part-time employees of the Bank with 1,000 hours of service are eligible to participate in the ESOP.  The Company makes discretionary profit sharing contributions into the 401(k) Plan, ESOP, and in cash.  Company discretionary contributions to both the 401(k) Plan and the ESOP are allocated to participant accounts in proportion to each participant’s compensation and vest according to the respective plans vesting schedule.  Employee contributions to the ESOP are not allowed.

The following 401(k) match and other discretionary contributions were made to the Company’s employees, in accordance with the plans described above, in 2015, 2014, and 2013 (dollars in thousands):

 

The Company maintains certain deferred compensation arrangements with employees and certain current and former members of the Bank’s and StellarOne’s Boards of Directors. Under these deferred compensation plans the Company had an obligation of $9.1 million and $10.3 million at December 31, 2015 and 2014, respectively.    The Company owns life insurance policies on plan beneficiaries as an informal funding vehicle to meet future benefit obligations.

The Company’s Board of Directors has historically approved an annual short-term cash incentive compensation plan (the Management Incentive Plan, or “MIP”) as a means of attracting, rewarding, and retaining the Company’s key executives.  Each annual MIP, as it may be amended from time to time, is based on both corporate and individual objectives established annually for each key executive.  Performance under these two categories is assessed for each executive to determine the amount of incentive compensation paid each year.  Salaries and benefits expense for incentive compensation under the MIP was $1.2 million,  $898,000, and $939,000 for the years ended December 31, 2015, 2014, and 2013, respectively.

The Company’s current Stock Incentive Plan provides for the granting of stock-based awards to key employees of the Company and its subsidiaries in the form of: (i) incentive stock options intended to comply with the requirements of Section 422 of the Internal Revenue Code of 1986 (“incentive stock options”); (ii) non-qualified stock options; (iii) restricted stock awards (“RSAs”), (iv) restricted stock units (“RSUs”), (v) stock awards; and (vi) performance share units (“PSUs”).  The Company issues new shares to satisfy stock-based awards. For option awards the option price cannot be less than the fair market value of the stock on the grant date.  Stock option awards have a maximum term of ten years from the date of grant.  No stock options have been granted since February 2012. RSAs and PSUs typically have vesting schedules over three to four year periods.  

 

On January 29, 2015, the Company’s Board of Directors adopted the Union Bankshares Corporation Stock and Incentive Plan (the “Amended and Restated SIP”), which amends and restates the former equity compensation plan (the “2011 Plan”).  The Amended and Restated SIP became effective on April 21, 2015 upon shareholder approval. The Company may grant awards under the amended plan until April 20, 2025.  The Amended and Restated SIP amends the 2011 Plan to, among other things, increase the maximum number of shares of the Company’s common stock issuable under the plan from 1,000,000 to 2,500,000 and add non-employee directors of the Company and certain subsidiaries, as well as regional advisory boards, as potential participants in the plan.  The increase in shares in the Amended and Restated SIP includes shares that had been granted previously under the 2011 Plan.  As of December 31, 2015, there were 1,865,589 shares available for future issuance in the Amended and Restated SIP.

 

 

 

For the years ended December 31, 2015, 2014, and 2013, the Company recognized stock-based compensation expense (included in salaries and benefits expense) (dollars in thousands, except per share data) as follows:

 

 

 

Stock Options

 

The following table summarizes the stock option activity as of December 31, 2015:

 

 

 

 

 During the year ended December 31, 2015, there were 60,637 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $544,000 and $1.4 million, respectively.  Cash received from the exercise of stock options for the year ended December 31, 2015 was approximately $886,000, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $178,000.  

The fair value of all stock options vested during 2015 was approximately $316,000 and the total intrinsic value of all stock options outstanding was $2.8 million as of December 31, 2015.

During the year ended December 31, 2014, there were 75,282 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $573,000 and $1.8 million, respectively.  Cash received from the exercise of stock options for the year ended December 31, 2014 was approximately $1.2 million, and the tax benefit realized from tax deductions associated with options exercised during the year was approximately $187,000. 

The fair value of all stock options vested during 2014 was approximately $313,000 and the total intrinsic value of all stock options outstanding was $3.1 million as of December 31, 2014.

During the year ended December 31, 2013, there were 50,119 stock options exercised with a total intrinsic value (the amount by which the stock price exceeded the exercise price) and fair value of approximately $268,000 and $1.2 million, respectively.  Cash received from the exercise of stock options for the year ended December 31, 2013 was approximately $927,000, and the tax benefit realized from tax deductions associated with options exercised during the year was $54,000.  

The fair value of all stock options vested during 2013 was approximately $335,000 and the total intrinsic value of all stock options outstanding was $3.5 million as of December 31, 2013.

 

Restricted Stock

The Amended and Restated SIP permits the granting of restricted stock awards but is limited to one-third of the aggregate number of total awards granted.  Generally, RSAs vest 50% on each of the third and fourth anniversaries from the date of the grant. The value of the restricted stock awards was calculated by multiplying the fair market value of the Company’s common stock on the grant date by the number of shares awarded.  Employees have the right to vote the shares and to receive cash or stock dividends for RSAs, if any.  Nonvested shares of restricted stock are included in the computation of basic earnings per share.

 

The following table summarizes the restricted stock activity for the year ended December 31, 2015:

 

 

Performance Stock

 

PSUs are granted to certain employees at no cost to the recipient and are subject to vesting based on achieving certain performance metrics; the grant of PSUs is subject to approval by the Company’s Compensation Committee at its sole discretion.  PSUs may be paid in cash or shares of common stock or a combination thereof.  Holders of PSUs have no right to vote the shares represented by the units. Prior to 2015, the PSUs awarded were performance based with the value equal to the fair market value of our common stock on the date of grant and the expense recognized over the vesting period. In 2015, the PSUs awarded were market based awards with the number of PSUs ultimately earned based on the Company’s total shareholder return (“TSR”) as measured over the performance period.

 

 

During 2015, PSUs were awarded with a market based component based on total shareholder return. The fair value of each PSU granted is estimated on the date of grant using the Monte Carlo simulation lattice model that uses the assumptions noted in the following table. 

 

 

 

(1) Calculated as the ratio of the current dividend paid per the stock price on the date of grant.

(2) Represents the remaining performance period as of the grant date

(3) Based on the historical volatility for the period commensurate with the expected life of the PSUs.

(4) Based upon the zero-coupon U.S. Treasury rate commensurate with the expected life of the PSUs on the grant date.

 

The estimated unamortized compensation expense, net of estimated forfeitures, related to stock options, restricted stock, and preferred stock issued and outstanding as of December 31, 2015 that will be recognized in future periods is as follows (dollars in thousands):

 

 

At December 31, 2015, there was $5.6 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under the Amended and Restated SIP. The cost is expected to be recognized through 2019.