Note 11

STOCK-BASED COMPENSATION

As of December 31, 2014, the Company had three stock-based compensation plans, consisting of the 2011 Associate Incentive Plan (“AIP”), the 2011 Associate Stock Purchase Plan (“ASPP”), and the 2011 Director Stock Purchase Plan (“DSPP”).  These plans, which were approved by the shareowners in April 2011, replaced substantially similar plans approved by the shareowners in 2004. Total compensation expense associated with these plans for 2012 through 2014 was $0.5 million, $1.4 million, and $1.9 million, respectively.

AIP.  The AIP allows the Company’s Board of Directors to award key associates various forms of equity-based incentive compensation.  Under the 2011 AIP there were 875,000 shares reserved for issuance. In 2014, the Company, pursuant to the terms and conditions of the AIP, created the 2014 Incentive Plan (“2014 Plan”), under which all participants in the 2014 Plan were eligible to earn performance shares. Awards under the 2014 Plan were tied to internally established performance goals. At base level targets, the grant-date fair value of the shares eligible to be awarded in 2014 was approximately $0.9 million.  For 2014, a total of 50,597 shares were eligible for issuance, but additional shares could be earned if performance exceeded established goals. A total of 73,347 shares were earned for 2014 reflective of goal achievement that exceeded the base level targets. The Company recognized expense of $1.2 million, $965,000 and 255,000 for 2014, 2013 and 2012, respectively. After deducting the shares earned in 2014, 774,393 shares remain eligible for issuance under the 2011 AIP.

Executive Long-Term Incentive Plan (“LTIP”). Prior to 2007, the Company maintained a stock option program for a key executive officer (William G. Smith, Jr. - Chairman, President and CEO, CCBG). The status of the options granted under this arrangement is detailed in the table provided below. In 2007, the Company replaced its practice of entering into an annual stock option arrangement by establishing a Performance Share Unit Plan under the provisions of the AIP that allows the executive to earn shares based on the compound annual growth rate in diluted earnings per share over a three-year period. The Company recognized $0.5 million and $0.3 million in expense for years 2014 and 2013, respectively, under the executive’s LTIP. There was no expense for the year 2012. At the executive’s request, the Compensation Committee, with board approval, exercised its negative discretion option whereby the grant for the three-year period 2012 – 2014 was cancelled and therefore there was no payout.

A summary of the status of the Company’s option shares is presented below:

DSPP.  The Company’s DSPP allows the directors to purchase the Company’s common stock at a price equal to 90% of the closing price on the date of purchase.  Stock purchases under the DSPP are limited to the amount of the directors’ annual retainer and meeting fees.  Under the 2011 DSPP there were 150,000 shares reserved for issuance.  For 2014, the Company issued 10,932 shares under the DSPP and recognized approximately $14,000 in expense related to this plan.  For 2013, the Company issued 13,348 shares and recognized approximately $15,000 in expense related to the DSPP.  For 2012, the Company issued 25,864 shares and recognized approximately $21,000 in expense under the DSPP. As of December 31, 2014, there are 86,744 shares eligible for issuance under the 2011 DSPP.

ASPP.  Under the Company’s ASPP, substantially all associates may purchase the Company’s common stock through payroll deductions at a price equal to 90% of the lower of the fair market value at the beginning or end of each six-month offering period.  Stock purchases under the ASPP are limited to 10% of an associate’s eligible compensation, up to a maximum of $25,000 (fair market value on each enrollment date) in any plan year.  Under the 2011 ASPP there were 593,750 shares of common stock reserved for issuance.   For 2014, 28,630 shares were acquired under the ASPP and approximately $64,000 in expense was recognized related to this plan. For 2013, 31,597 shares were acquired and approximately $69,000 in expense was recognized related to the ASPP. For 2012, 75,257 shares were acquired and approximately $119,000 in expense was recognized under the ASPP. As of December 31, 2014, 418,320 shares remained eligible for issuance under the ASPP.

Based on the Black-Scholes option pricing model, the weighted average estimated fair value of each of the purchase rights granted under the ASPP was $2.12 for 2014.  For 2013 and 2012, the weighted average fair value purchase right granted was $2.21 and $1.61, respectively.  In calculating compensation, the fair value of each stock purchase right was estimated on the date of grant using the following weighted average assumptions: