Stock Based Compensation

Equity Plans

In June 2007, the Company adopted the Care Investment Trust Inc. Equity Plan (2007 Equity Plan), as amended in December 2011, which provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based upon the Company’s Class A common stock that may be made to directors and executive officers, employees and to the Company’s advisors and consultants who are providing services to the Company as of the date of the grant of the award.

The 2007 Equity Plan will automatically expire on the 10th anniversary of the date it was adopted. The Board of Directors may terminate, amend, modify or suspend the 2007 Equity Plan at any time, subject to stockholder approval in the case of certain amendments as required by law, regulation or stock exchange.

The Board adopted the Tiptree 2013 Omnibus Incentive Plan (2013 Equity Plan) on August 8, 2013. The general purpose of the 2013 Equity Plan is to attract, motivate and retain selected employees, consultants and directors for the Company, to provide them with incentives and rewards for superior performance and to better align their interests with the interests of the Company’s stockholders. As of September 30, 2015, 255,791 shares of immediately vested Class A common stock with an aggregate fair market value of $2,048 were issued to employees and persons providing services to the Company as incentive compensation under the 2013 Equity Plan. As of September 30, 2015, the number of shares of Tiptree’s Class A common stock available for award under the 2013 Equity Plan is 1,522,215 shares of Class A common stock. Unless otherwise extended by the Board, the 2013 Equity Plan terminates automatically on August 8, 2023, the tenth anniversary of its adoption by the Board.

Included in vested shares for 2015 are 6,580 shares surrendered to pay taxes on behalf of the employees with shares vesting. Immediately vested shares of common stock issued to the Company’s independent directors in respect to their annual retainer fees have been issued under the 2013 Equity Plan. During the period ended September 30, 2015, the Company issued 15,268 immediately vested shares of Class A common stock with an aggregate fair value of $110 to the Company’s independent directors as part of their annual retainer.

The table below summarizes changes to the issuances under the Company’s 2013 Equity Plan for the following period:



	Number of shares issued
Available for issuance as of December 31, 2014	1,793,274
Shares Issued	(271,059	)
Available for issuance as of September 30, 2015	1,522,215

In June 2007, the Company adopted the Care Investment Trust Inc. Manager Equity Plan, which will automatically expire on the 10th anniversary of the date it was adopted. As of September 30, 2015, 134,629 common shares remain available for future issuances. No shares have been issued since March 30, 2012 from this plan.

Restricted share units

A holder of the restricted share units, as per the terms of the restricted stock unit agreement governing the awards, have all of the rights of a shareholder, including the right to vote and receive distributions. The restricted share units shall vest and become nonforfeitable with respect to one‑third of Tiptree shares granted on each of the first, second, and third anniversaries of the date of the grant.

The following table summarizes changes to the issuances of Restricted Stock Units under the Company’s 2007 and 2013 Equity Plan for the periods indicated:



	Number of shares issuable in respect of RSUs
Unvested units as of December 31, 2014	38,625
Granted	122,261
Vested	(24,785	)
Forfeited	—
Unvested units as of September 30, 2015	136,101

On January 5, 2015, the Company granted 81,500 shares to employees of the Company. The shares have a grant date fair value of $643 and will vest over a period of three years beginning on January 5, 2016.

On July 1, 2015, the Company granted 40,761 shares to an employee of the Company. The shares have a grant date fair value of $300 and will vest over a period of three years beginning on July 1, 2016.

As of September 30, 2015, the total unrecognized compensation cost related to restricted units granted was $488, which is expected to be recognized as compensation expense over a weighted average period of approximately two years.

Restricted stock unit expense was $90 and $57 for the three months ended September 30, 2015 and 2014, respectively. Restricted stock unit expense was $214 and $170 for the nine months ended September 30, 2015 and 2014, respectively. These expenses are included within payroll expense in the Consolidated Statements of Operations.