. Share-Based Payments

Share-based compensation costs are primarily classified as underwriting, policy acquisition and operating expenses.

Since the beginning of 2009, ProAssurance has provided share-based compensation to employees under the ProAssurance Corporation 2008 Equity Incentive Plan. Previously, compensation was provided under the ProAssurance Corporation 2004 Equity Incentive Plan (2005 to 2008) and the ProAssurance Corporation Incentive Compensation Stock Plan (prior to 2005). The Compensation Committee of the Board is responsible for the administration of all three plans.

ProAssurance has provided share-based compensation to employees utilizing four types of awards: stock options, restricted share units, performance share units and purchase match units. The following table provides a summary of compensation expense and compensation cost that will be charged to expense in future periods, by award type, and the total related tax benefit recognized during each period.



	Share-Based Compensation Expense						Unrecognized Compensation Cost
	Year Ended December 31						December 31, 2012
	2012		2011		2010		Amount		Remaining Recognition Period
	(In millions)						(In millions)		(Weighted average years)
Stock Options	$	—	$	0.1	$	0.4	$	—	NA
Restricted Share Units	1.6		1.3		0.7		2.0		1.8
Performance Share Units	6.7		5.6		5.0		9.3		1.8
Purchase Match Units	0.3		0.1		—		1.2		2.5
Total share-based compensation expense	$	8.6	$	7.1	$	6.1	$	12.5
Tax benefit recognized	$	3.0	$	2.5	$	2.1

All awards are charged to expense as an increase to equity over the service period (generally the vesting period) associated with the award. Except for stock options, which are separately described below, awards vest in their entirety at the end of a three-year period following the grant date based on a continuous service requirement and, for performance share units, achievement of a performance objective. Partial vesting is permitted for retirees. A ProAssurance common share is issued for each restricted, performance or purchase match unit once vesting requirements are met, except that units sufficient to satisfy required tax withholdings are paid in cash.

On December 27, 2012 ProAssurance paid a special dividend of $2.50 per common share and effected a two-for-one split. Thereafter, the Compensation Committee adjusted outstanding awards and options so as to put award holders in the same economic position after split and the dividend as before. No compensation resulted from the adjustments because there was no change to the intrinsic value of the awards. The following tables reflect award activity as if the adjustments had occurred at the beginning of the earliest period presented.

12. Share-Based Payments (continued)

Stock Options

ProAssurance’s stock options generally vest in five equal installments, the first installment occurring six months after the grant date and the other installments occurring annually thereafter. All options are granted with an exercise price equal to the market price of a ProAssurance common share on the date of grant, and an original term of ten years. ProAssurance option agreements permit cashless exercise whereby the exercise price and any required tax withholdings are allowed to be satisfied by the retention of shares that would otherwise be deliverable to the option holder. ProAssurance issues new shares for options exercised.

Activity for stock options during 2012, 2011 and 2010 is summarized below.



	2012				2011				2010
	Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Outstanding, beginning of year	1,014,661		$	22.76	1,430,105		$	21.85	2,031,754		$	20.17
Granted	—		—		—		—		—		—
Exercised	(994,148	)	22.75		(412,695	)	19.61		(601,649	)	16.18
Forfeited or expired	(211	)	25.67		(2,749	)	25.36		—		—
Outstanding at end of year	20,302		23.15		1,014,661		22.76		1,430,105		21.85
Exercisable at end of year	20,302		23.15		959,889		22.59		1,258,492		21.40
Outstanding at end of year, vested or expected to vest	20,302		23.15		1,014,064		22.75		1,427,301		21.85

The aggregate grant date fair value of options vested during the years ended December 31, 2012, 2011 and 2010 was $0.9 million, $0.9 million and $1.3 million, respectively. The aggregate intrinsic value of options exercised during 2012, 2011 and 2010 was $19.8 million, $5.8 million and $7.7 million, respectively. ProAssurance outstanding options were all vested as of December 31, 2012 and had an aggregate intrinsic value of $0.4 million and a weighted average remaining contractual term of 3.73 years. There were no cash proceeds from options exercised during the years ended December 31, 2012, 2011 or 2010.

Restricted Share Units

Activity for restricted share units during 2012, 2011 and 2010 is summarized below. Grant date fair values are based on the market value of a ProAssurance common share on the date of grant.



	2012				2011				2010
	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Beginning non-vested balance	167,236		$	25.52	120,478		$	23.88	60,937		$	22.56
Granted	51,864		42.22		52,256		29.27		59,964		25.21
Forfeited	(2,823	)	35.23		(5,075	)	25.38		(423	)	22.56
Vested and released	(59,065	)	22.61		(423	)	22.56		—		—
Ending non-vested balance	157,212		31.94		167,236		25.52		120,478		23.88

The aggregate grant date fair value of restricted share units totaled $2.2 million, $1.5 million and $1.5 million in 2012, 2011 and 2010, respectively.

12. Share-Based Payments (continued)

Performance Share Units

Performance share units vest only if minimum performance objectives are met, and the number of units earned varies from 75% to 125% of a base award depending upon the degree to which stated performance objectives are achieved. Performance share unit activity for 2012, 2011 and 2010 is summarized below. The table reflects the base award units and does not include potential increases or decreases that may ultimately be paid based on the actual achievement of performance objectives. Grant date fair values are based on the market value of a ProAssurance common share on the date of grant.



	2012				2011				2010
	Base Units		Weighted Average Grant Date Fair Value		Base Units		Weighted Average Grant Date Fair Value		Base Units		Weighted Average Grant Date Fair Value
Beginning non-vested balance	522,599		$	26.36	493,661		$	24.56	448,944		$	24.20
Granted	212,205		42.22		196,186		30.30		201,780		25.21
Forfeited	(20,492	)	31.44		(15,804	)	26.28		(5,498	)	25.42
Vested	(161,895	)	23.13		(151,444	)	25.61		(151,565	)	24.31
Ending non-vested balance	552,417		33.21		522,599		26.36		493,661		24.56
Common shares issued due to vesting of awards	114,884				112,822				115,130

The aggregate grant date fair value of performance share units (base level) granted in 2012, 2011 and 2010 totaled $9.0 million, $5.9 million and $5.1 million, respectively. The aggregate intrinsic value of vested performance share units paid to employees in 2012, 2011 and 2010 (including units paid in cash to cover tax withholdings) totaled $7.2 million, $5.3 million and $4.9 million, respectively. The vested units were issued at the maximum level (125%) based on performance levels achieved.

Purchase Match Units

On December 1, 2010, the Board, on the recommendation of the Compensation Committee, terminated the Amended and Restated ProAssurance Corporation Stock Ownership Plan and adopted the ProAssurance Corporation 2011 Employee Stock Ownership Plan (the 2011 Plan). The 2011 Plan provides a purchase match unit for each share purchased with contributions by eligible plan participants, limited to $5,000 annually per participant.

Purchase match unit activity during 2012 and 2011 is summarized below. Grant date fair values are based on the market value of a ProAssurance common share on the date of grant.



	2012				2011
	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Beginning non-vested balance	18,900		$	36.20	—		$	—
Granted	23,799		42.59		19,016		36.20
Forfeited	(1,610	)	37.72		(116	)	36.20
Vested and released	(104	)	36.20		—		—
Ending non-vested balance	40,985		39.85		18,900		36.20

The aggregate grant date fair value of purchase match units totaled $1.0 million and $0.7 million in 2012 and 2011, respectively.