Note 11

STOCK-BASED COMPENSATION

As of December 31, 2015, 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 2013 through 2015 was $1.4 million, $1.9 million, and $1.4 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 2015, the Company, pursuant to the terms and conditions of the AIP, created the 2015 Incentive Plan (“2015 Plan”), under which all participants in the 2015 Plan were eligible to earn performance shares. Awards under the 2015 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 2015 was approximately $0.9 million. Approximately 75% of the award is in the form of stock and 25% in the form of a cash bonus. For 2015, a total of 44,938 shares were eligible for issuance, but additional shares could be earned if performance exceeded established goals. A total of 53,187 shares were earned for 2015 reflective of goal achievement that exceeded the base level targets. The Company recognized expense of $1.1 million, $1.2 million and $965,000 for 2015, 2014 and 2013, respectively. After deducting the shares earned in 2015, 693,115 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). All of the options granted under this arrangement have expired. 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 Mr. Smith to earn shares based on the compound annual growth rate in diluted earnings per share over a three-year period. The Company recognized $0.3 million, $0.5 million, and $0.3 million in expense for years 2015, 2014 and 2013, respectively, under Mr. Smith’s LTIP. At Mr. Smith’s request, the Compensation Committee, with board approval, exercised its negative discretion option whereby the grants for the three-year periods beginning 2012 and 2013 were cancelled and therefore there were no payouts. In addition, the Company entered into a similar LTIP in 2015 for Thomas A. Barron – President of CCB) that allows Mr. Barron to earn shares based on the compound annual growth rate in diluted earnings per share over a three-year period. No shares were earned under this plan for 2015.

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 2015, the Company issued 12,494 shares and recognized approximately $19,000 in expense under the DSPP. 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.   As of December 31, 2015, there are 74,250 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 2015, 21,088 shares were acquired and approximately $52,000 in expense was recognized under the ASPP. 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. As of December 31, 2015, 397,232 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 $2.36 for 2015.  For 2014 and 2013, the weighted average fair value purchase right granted was $2.12 and $2.21, 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: