Note 11

STOCK-BASED COMPENSATION

As of December 31, 2011, 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 2009 through 2011 was $0.2 million, $0.1 million, and $0.1 million, respectively.

AIP.  The Company's AIP allows the Company's Board of Directors to award key associates various forms of equity-based incentive compensation.  In 2011, the Company, pursuant to the terms and conditions of the AIP, created the 2011 Incentive Plan (“2011 Plan”), under which all participants in the 2011 plan were eligible to earn performance shares. Awards under the 2011 Plan were tied to an internally established earnings goal. The grant-date fair value of the shares eligible to be awarded in 2011 was approximately $0.9 million. A total of 51,952 shares were eligible for issuance. No performance shares were awarded in 2011.

For 2009 through 2011, the Company recognized no expense for the AIP or a predecessor plan. 875,000 shares of common stock have been reserved for issuance under the AIP. The Company issued no shares of common stock under the 2011 AIP.

Executive Stock Option Agreement. 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 ASIP that allows the executive to earn shares based on the compound annual growth rate in diluted earnings per share over a three-year period. For 2009 through 2011, the Company recognized no expense related to this plan.

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.  The DSPP has 150,000 shares reserved for issuance.   For 2011, the Company issued 21,872 shares under the DSPP and recognized approximately $23,000 in expense related to this plan.  For 2010, the Company issued 22,152 shares and recognized approximately $26,000 in expense related to the DSPP.  In 2009, 19,300 shares were issued and approximately $26,000 in expense was recognized under the 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.  Shares are issued at the beginning of the quarter following each six-month offering period.  The ASPP has 593,750 shares of common stock reserved for issuance.   For 2011, the Company issued 38,210 shares under the ASPP and recognized approximately $72,000 in expense related to this plan.  For 2010, the Company issued 41,486 shares and recognized approximately $109,000 in expense related to the ASPP.   For 2009, the Company issued 29,804 shares and recognized approximately $144,000 in expense 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 $1.74 for 2011.  For 2010 and 2009, the weighted average fair value purchase right granted was $2.67 and $5.97, 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: