Share-Based Compensation Plans

The following table summarizes share-based compensation expense recognized in the Consolidated Statements of Income in Compensation and benefits (in millions):



Years ended December 31	2014		2013		2012
Restricted share units ("RSUs")	$	187	$	174	$	154
Performance share awards ("PSAs")	132		117		46
Share options	—		2		5
Employee share purchase plans	9		7		7
Total share-based compensation expense	328		300		212
Tax benefit	94		81		62
Share-based compensation expense, net of tax	$	234	$	219	$	150

Restricted Share Units

RSUs generally vest between three and five years. The fair value of RSUs is based upon the market value of the Aon ordinary shares at the date of grant. With certain limited exceptions, any break in continuous employment will cause the forfeiture of all non-vested awards. Compensation expense associated with RSUs is recognized over the requisite service period. Dividend equivalents are paid on certain RSUs, based on the initial grant amount.

A summary of the status of the Company's RSUs is as follows (shares in thousands):



	2014				2013				2012
Years ended December 31	Shares		Fair Value (1)		Shares		Fair Value (1)		Shares		Fair Value (1)
Non-vested at beginning of year	9,759		$	51	10,432		$	44	9,916		$	42
Granted	2,844		84		3,714		62		5,113		46
Vested	(3,732	)	49		(3,945	)	44		(3,958	)	42
Forfeited	(490	)	58		(442	)	47		(639	)	44
Non-vested at end of year	8,381		63		9,759		51		10,432		44


(1)	Represents per share weighted average fair value of award at date of grant.

The fair value of RSUs that vested during 2014, 2013 and 2012 was $183 million, $172 million and $180 million, respectively.

Performance Share Awards

The vesting of PSAs is contingent upon meeting a cumulative level of earnings per share performance over a three-year period. The performance conditions are not considered in the determination of the grant date fair value for these awards. The fair value of PSAs is based upon the market price of an Aon ordinary share at the date of grant. Compensation expense is recognized over the performance period based on management's estimate of the number of units expected to vest. Compensation expense is adjusted to reflect the actual number of shares issued at the end of the programs. The actual issue of shares may range from 0-200% of the target number of PSAs granted, based on the terms of the plan and level of achievement of the related performance target. Dividend equivalents are not paid on PSAs.

Information regarding the Company's target PSAs granted and shares that would be issued at current performance levels for PSAs granted during the years ended December 31, 2014, 2013 and 2012, respectively, is as follows (shares in thousands, dollars in millions, except fair value):



	2014		2013		2012
Target PSAs granted	816		1,135		1,369
Fair value (1)	$	81	$	58	$	47
Number of shares that would be issued based on current performance levels	1,201		2,197		2,644
Unamortized expense, based on current performance levels	$	70	$	45	$	—


(1)	Represents per share weighted average fair value of award at date of grant.

During 2014, the Company issued approximately 0.8 million shares in connection with the 2011 Leadership Performance Plan ("LPP") cycle and 0.2 million shares related to other performance plans. During 2013, the Company issued approximately 0.6 million shares in connection with the 2010 LPP cycle and 0.1 million shares related to other performance plans. During 2012, the Company issued approximately 0.9 million shares in connection with the 2009 LPP cycle and 0.4 million shares related to other performance plans.

Share Options

In prior periods, options to purchase ordinary shares were granted to certain employees at fair value on the date of grant. Commencing in 2010, the Company ceased granting new share options with the exception of historical contractual commitments. Generally, employees are required to complete two continuous years of service before the options begin to vest in increments until the completion of a four-year period of continuous employment, although a number of options were granted that require five continuous years of service before the options are fully vested. Options issued under the LPP program vest ratably over three years with a six-year term. The maximum contractual term on share options is ten years from the date of grant. The Company did not grant any share options for the years ended December 31, 2014, 2013 and 2012.

A summary of the status of the Company's share options and related information is as follows (shares in thousands):



Years ended December 31	2014				2013				2012
	Shares		Weighted-Average Exercise Price Per Share		Shares		Weighted-Average Exercise Price Per Share		Shares		Weighted-Average Exercise Price Per Share
Beginning outstanding	3,462		$	32	5,611		$	32	9,116		$	32
Granted	—		—		—		—		—		—
Exercised	(1,155	)	33		(2,116	)	32		(3,413	)	31
Forfeited and expired	(7	)	37		(33	)	34		(92	)	37
Outstanding at end of year	2,300		32		3,462		32		5,611		32
Exercisable at end of year	2,273		32		3,270		32		5,117		31
Shares available for grant	16,333				11,330				17,024

A summary of options outstanding and exercisable as of December 31, 2014 is as follows (shares in thousands):



	Options Outstanding				Options Exercisable
Range of Exercise Prices	Shares Outstanding	Weighted-Average Remaining Contractual Life (years)	Weighted-Average Exercise Price Per Share		Shares Exercisable	Weighted-Average Remaining Contractual Life (years)	Weighted-Average Exercise Price Per Share
$ 19.54 – 22.86	1,089	0.49	$	22.64	1,089	0.49	$	22.64
22.87 – 25.51	71	0.49	25.35		71	0.49	25.35
25.52 – 32.53	34	2.73	29.15		34	2.73	29.15
32.54 – 36.88	205	1.93	35.82		205	1.93	35.82
36.89 – 43.44	481	2.36	39.29		481	2.36	39.29
43.45 – 47.16	265	1.77	45.81		265	1.77	45.81
47.17 – 52.93	155	4.69	50.36		128	4.39	49.83
	2,300				2,273

The aggregate intrinsic value represents the total pretax intrinsic value, based on options with an exercise price less than the Company's closing share price of $94.83 as of December 31, 2014, which would have been received by the option holders had those option holders exercised their options as of that date. At December 31, 2014, the aggregate intrinsic value of options outstanding was $144 million, of which $143 million was exercisable.

Other information related to the Company's share options is as follows (in millions):



	2014		2013		2012
Aggregate intrinsic value of stock options exercised	$	61	$	73	$	67
Cash received from the exercise of stock options	38		61		105
Tax benefit realized from the exercise of stock options	16		15		11

Unamortized deferred compensation expense, which includes both options and awards, amounted to $362 million as of December 31, 2014, with a remaining weighted-average amortization period of approximately 2.1 years.

Employee Share Purchase Plan

United States

The Company has an employee share purchase plan that provides for the purchase of a maximum of 7.5 million shares of the Company's ordinary shares by eligible U.S. employees. Prior to 2011, shares of the Company's common stock were purchased at 3-month intervals at 85% of the lower of the fair market value of the common stock on the first or the last day of each 3-month period. Beginning in 2011, the Company's ordinary shares were purchased at 6-month intervals at 85% of the lower of the fair market value of the ordinary shares on the first or last day of each 6-month period. In 2014, 2013, and 2012, 439,000 shares, 556,000 shares and 621,000 shares, respectively, were issued to employees under the plan. Compensation expense recognized was $7 million in 2014 and $6 million in both 2013 and 2012.

United Kingdom

The Company also has an employee share purchase plan for eligible U.K. employees that provides for the purchase of shares after a 3-year period and that is similar to the U.S. plan previously described. Three-year periods began in 2014, 2013, and 2010, allowing for the purchase of a maximum of 300,000, 350,000, and 300,000 shares, respectively. In 2014, 2013, and 2012, 642 shares, 172,000 shares, and 25,000 shares, respectively, were issued under the plan. Compensation expense of $2 million was recognized in 2014, as compared to $1 million of compensation expense being recognized in both 2013 and 2012, respectively.