Note 15 - Stock-based Compensation Plan
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
(15)
Stock-Based Compensation Plan
The MBT Financial Corp.
2008
Stock Incentive Plan was approved by shareholders at the
May
1,
2008
Annual meeting of shareholders of MBT Financial Corp. This plan authorized the Board of Directors to grant equity incentive awards to key employees and non-employee directors. Such grants
may
be made until
May
1,
2018
for up to
1,000,000
shares of the Corporation’s common stock. At the
May
7,
2015
Annual Meeting of Shareholders, this plan was amended to increase the number of shares available for awards to
1,500,000.
The amount that
may
be awarded to any
one
individual is limited to
100,000
shares in any
one
calendar year. As of
December
31,
2016,
the number of shares available under the plan is
424,659.
This includes
334,878
shares that were previously awarded that have been forfeited.
 
Grants under the Stock Incentive Plan can be in the form of Stock Options, Stock Only Stock Appreciation Rights (SOSARs), Restricted Stock Awards, or Restricted Stock Unit Awards.
 
Stock Only Stock Appreciation Rights (SOSARs) –
On
February
25,
2016,
105,500
Stock Only Stock Appreciation Rights (SOSARs) were awarded to certain officers in accordance with the MBT Financial Corp.
2008
Stock Incentive Plan. The SOSARs have a term of
10
years and vest in
three
equal annual installments beginning on
December
31,
2016.
SOSARs granted under the plan are structured as fixed grants with the exercise price equal to the market value of the underlying stock on the date of the grant, but providing for a cashless exercise. Upon exercise, the officers will generally receive common shares equal in value to the excess of the market value of the shares over the exercise price on the exercise date. The Stock Incentive Plan allows participants to cover their tax obligations by returning shares to the Company at the current fair market value at the time of exercise, which
may
result in a reduction in equity at the time of issuance.
 
The fair value of each SOSAR grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants in
2016,
2015,
and
2014:
expected option lives of
seven
years for all
three;
expected volatility of
41.21%,
56.42%,
and
60.11%;
risk-free interest rates of
1.47%,
1.79%,
and
2.27%;
and dividend yields of
1.50%,
1.30%,
and
0.00%.
 
A summary of the status of SOSARs under the plan is presented in the table below. SOSARs Exercisable at each year end excludes SOSARs that are vested but not in the money.
 
 
 
 
2016
 
 
2015
 
 
2014
 
Stock Only Stock Appreciation Rights (SOSARs)
 
Shares
   
Weighted Average Exercise Price
   
Shares
   
Weighted Average Exercise Price
   
Shares
   
Weighted Average Exercise Price
 
SOSARs Outstanding, January 1
 
 
609,275
 
 
$
4.02
 
   
557,439
    $
3.58
     
472,271
    $
3.23
 
Granted
 
 
105,500
 
 
 
8.26
 
   
128,000
     
5.31
     
110,000
     
4.90
 
Exercised
 
 
238,818
 
 
 
3.18
 
   
60,660
     
2.34
     
18,998
     
2.15
 
Forfeited
 
 
8,839
 
 
 
5.68
 
   
15,504
     
5.21
     
5,834
     
4.91
 
Expired
 
 
-
 
 
 
-
 
   
-
     
-
     
-
     
-
 
SOSARs Outstanding, December 31
 
 
467,118
 
 
$
5.38
 
   
609,275
    $
4.02
     
557,439
    $
3.58
 
SOSARs Exercisable, December 31
 
 
358,242
 
 
$
4.83
 
   
425,356
    $
3.00
     
450,888
    $
3.45
 
 
The SOSARs exercisable as of
December
31,
2016
are exercisable at prices ranging from
$1.52
to
$8.53.
The number of SOSARs and remaining life at each exercise price are as follows:
 
       
Outstanding SOSARs
   
Exercisable SOSARs
 
Exercise Price
   
Shares
   
Remaining Life (in years)
   
Shares
   
Remaining Life (in years)
 
$ 1.52      
4,000
     
3.01
     
4,000
     
3.01
 
$ 1.85      
57,500
     
4.83
     
57,500
     
4.83
 
$ 2.35      
45,000
     
6.01
     
45,000
     
6.01
 
$ 3.03      
26,800
     
2.01
     
26,800
     
2.01
 
$ 4.90      
74,176
     
7.19
     
74,176
     
7.19
 
$ 4.94      
53,674
     
8.07
     
32,314
     
8.07
 
$ 5.79      
53,067
     
8.41
     
34,563
     
8.41
 
$ 8.26      
102,001
     
9.15
     
32,989
     
9.15
 
$ 8.53      
50,900
     
1.43
     
50,900
     
1.43
 
         
467,118
     
6.49
     
358,242
     
5.79
 
 
A summary of the status of the Corporation’s non-vested SOSARs as of
December
31,
2016
and changes during the year ended
December
31,
2016
is as follows:
 
Nonvested SOSAR Shares
 
Shares
   
Weighted Average Grant Date Fair Value
 
Nonvested at January 1, 2016
   
118,219
    $
2.76
 
Granted
   
105,500
     
3.08
 
Vested
   
(106,004
)    
2.89
 
Forfeited
   
(8,839
)    
2.94
 
Nonvested at December 31, 2016
   
108,876
    $
2.93
 
 
As of
December
31,
2016,
there was
$319,000
of total unrecognized compensation cost related to nonvested SOSARs granted under the Plan. The cost is expected to be recognized over a weighted average period of
1.63
years.
 
Restricted Stock Awards –
On
February
25,
2016,
6,000
restricted shares were awarded to certain non-employee directors and in accordance with the MBT Financial Corp.
2008
Stock Incentive Plan. On
June
23,
2016,
1,000
restricted shares were forfeited due to the director’s retirement. On
September
29,
2016,
1,000
restricted shares vested early due to the director’s death. The remaining
4,000
shares vested on
December
31,
2016.
 
A summary of the status of the Corporation’s non-vested restricted stock awards as of
December
31,
2016,
2015,
and
2014,
and changes during the years then ended is as follows:
 
Restricted Stock Awards
 
2016
   
2015
   
2014
 
Nonvested at January 1
   
2,500
     
-
     
25,000
 
Granted
   
6,000
     
8,500
     
6,000
 
Vested
   
6,250
     
6,000
     
31,000
 
Forfeited
   
1,000
     
-
     
-
 
Nonvested at December 31
   
1,250
     
2,500
     
-
 
 
The total expense recorded for the restricted stock awards was
$50,000
in
2016,
$37,000
in
2015,
and
$37,000
in
2014.
The amount of unrecognized compensation cost related to the nonvested portion of restricted stock awards under the plan was
$4,000
as of
December
31,
2016,
$13,000
as of
December
31,
2015,
and
$0
as of
December
31,
2014.
 
Restricted Stock Unit Awards –
Restricted stock units granted under the plan result in an award of common shares to key employees based on selected performance metrics during the performance period.
 
Key executives were granted
35,000
Restricted Stock Units (RSUs) on
February
25,
2016.
The RSUs will vest on
December
15,
2018
according to the following schedule based on the Bank’s cumulative earnings per share in the
two
year performance period ending
December
31,
2017:
 
Two Year Cumulative Fully Diluted EPS for the Two Year Performance Period Ending December 31, 2017
   
Percent of Target Achieved
   
Percent RSUs Vested
 
 
$1.21
     
100%
     
100%
 
 
$1.15
     
95%
     
83%
 
 
$1.09
     
90%
     
67%
 
 
$1.03
     
85%
     
50%
 
less than $1.03
     
 
     
0%
 
 
Restricted stock units are valued based on the share price at the date of grant multiplied by the number of units granted. The performance objective is expected to be met and
35,000
shares are expected to be awarded upon completion of the vesting period. One executive is not expected to meet the vesting requirement due to retirement. As a result,
5,000
RSUs are expected to be forfeited and
30,000
shares of stock are expected to be issued. The grant date value of the stock was
$8.26
and the total value of the restricted stock units granted in
2016
was
$289,000.
 
Key executives were granted
25,000
Restricted Stock Units (RSUs) on
January
21,
2015.
The RSUs will vest on
December
15,
2017
based on the Bank achieving the performance target of
$0.80
cumulative earnings per share in the
two
year performance period ending
December
31,
2016.
Restricted stock units are valued based on the share price at the date of the grant multiplied by the number of units granted. The performance objective was achieved, and as a result,
25,000
RSUs were earned and will be awarded upon completion of the vesting period. One executive is not expected to meet the vesting requirement due to retirement. As a result,
3,500
RSUs are expected to be forfeited and
21,500
shares of stock are expected to be issued. The grant date value of the stock was
$4.94
per share and the total value of the restricted stock units granted in
2015
was
$124,000.
 
Accordingly, the Company recorded expenses of
$186,000
in
2016
and
$116,000
in
2015
for the RSUs granted. The RSU expense is accrued ratably over the performance and vesting period. The total unrecognized compensation costs associated with non-vested restricted stock units was
$201,000
as of
December
31,
2016.
The Stock Incentive Plan allows participants to cover their tax obligations by returning shares to the Company at the current fair market value at the time of exercise, which
may
result in a reduction in equity at the time of issuance.
 
The following table presents the recorded expense for all Stock Based Compensation awards for the years ended
December
31,
and the unrecognized compensation expense for all Stock Based Compensation Plans as of
December
31
for each year
(000s):
 
   
2016
   
2015
   
2014
 
Recorded expense for all Stock Based Compensation awards
  $
548
    $
413
    $
295
 
Unrecognized compensation expense for all Stock Based Compensation awards
  $
524
    $
479
    $
398
 
 
In addition to the stock based awards noted above, the Company has
60,200
stock options outstanding with an exercise price of
$15.33
that will expire on
January
3,
2017.