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SIERRA BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Continued)

67

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Stock-Based Compensation

At December 31, 2015, the Company had one stock-based compensation plan, the Sierra Bancorp 2007

Stock Incentive Plan (the “2007 Plan”), which was adopted by the Company’s Board of Directors on March

15, 2007 and approved by the Company’s shareholders on May 23, 2007. The 2007 Plan originally covered

1,500,000 shares of the Company’s authorized but unissued common stock, subject to adjustment for stock

splits and dividends, and provides for the issuance of both “incentive” and “nonqualified” stock options to

salaried officers and employees, and of “nonqualified” stock options to non-employee directors. The 2007

Plan also provides for the issuance of restricted stock awards to these same classes of eligible participants.

We have not issued, nor do we currently have plans to issue, restricted stock awards. The 2007 plan

supersedes the Company’s 1998 Stock Option plan (“1998 Plan”) which was terminated. The outstanding

options issued under the 1998 Plan were not affected by this termination

.

Compensation cost and director’s expense is recognized for stock options issued to employees and directors

and is recognized over the required service period, generally defined as the vesting period. The Company

is using the Black-Scholes model to value stock options. The “multiple option” approach is used to allocate

the resulting valuation to actual expense for current period. Expected volatility is based on historical

volatility of the Company’s common stock. The Company uses historical data to estimate option exercise

and post-vesting termination behavior. The expected term of options granted is based on historical data and

represents the period of time that options granted are expected to be outstanding subsequent to vesting,

which takes into account that the options are not transferable. The risk-free interest rate for the expected

term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The fair value

of each option is estimated on the date of grant using the following assumptions:

2015

2014

2013

(1)

Dividend yield

2.18%

2.08%

N/A

Expected Volatility

26.45% 25.01%

N/A

Risk-free interest rate

1.02%

1.00%

N/A

Expected option life

4.0 years

4.0 years

N/A

(1)

No stock options were issued in 2013.

Years Ended December 31,