Assurant 2011 Annual Report Download - page 117

ASSURANT, INC.2011 Form10-K F-41
17 Stock Based Compensation
All shares have a liquidation price of $1,000 per share and rank senior
to common stock with respect to rights to receive dividends and to
receive distributions upon the liquidation, dissolution or winding up
of the Company.
During 2010, the holders of the Series B Preferred Stock redeemed
all of their shares and there are no more shares of Series B Preferred
Stock outstanding. Prior to the redemption, holders of the Series B
Preferred Stock were entitled to receive cumulative dividends at the
rate of 4.0%per share per annum, multiplied by the $1,000 per share
liquidation price.
In February 2011, the holders of the Series C Preferred Stock redeemed
all of their shares and there are no more shares of Series C Preferred
Stock outstanding. Prior to the redemption, holders of the Series C
Preferred Stock were entitled to receive dividends at the rate of 4.5%per
share per annum multiplied by the $1,000 per share liquidation price.
Dividends on both Series B and Series C Preferred Stock were payable
in arrears on a quarterly basis. Any dividend that was not paid on a
speci ed dividend payment date with respect to a share of such Preferred
Stock was added to the liquidation price of such share for purposes of
computing the future dividends on such share, until such delinquent
dividend was paid.
None of the shares of Series B or Series C Preferred Stocks were
convertible into common stock or any other equity security of the
Company. However, holders of the Series B and Series C Preferred
Stocks were entitled to one vote per share owned of record on all matters
voted upon by the Company stockholders, voting with the holders of
common stock as a single class, and not as a separate class or classes.
16. Common Stock
Changes in the number of common stock shares outstanding are as follows:
December31,
2011 2010 2009
Shares outstanding, beginning 102,000,371 116,648,714 117,368,534
Vested restricted stock and restricted stock units, net (a) 336,919 227,094 78,826
Issuance related to ESPP 217,787 324,162 321,038
Issuance related to SARS exercise 57,837 25,046 2,366
Shares repurchased (14,088,540) (15,224,645) (1,122,050)
SHARES OUTSTANDING, ENDING 88,524,374 102,000,371 116,648,714
(a) Vested restricted stock and restricted stock units shown net of shares retired to cover participant tax liability
 e Company is authorized to issue 800,000,000 shares of common stock. In addition, 150,001 shares of Class B and 400,001 shares of Class
C common stock, per the Restated Certi cate of Incorporation of Assurant, Inc., are still authorized but have not been retired.
17. Stock Based Compensation
In accordance with the guidance on share based compensation, the
Company recognized stock-based compensation costs based on the
grant date fair value.  e Company also applied the “long form”
method to calculate its beginning pool of windfall tax bene ts related
to employee stock-based compensation awards as of the adoption date
of the guidance. For the years ended December31, 2011, 2010 and
2009, the Company recognized compensation costs net of a 5%per year
forfeiture rate on a pro-rated basis over the remaining vesting period.
Long-Term Equity Incentive Plan
In May 2008, the Company’s shareholders approved the Assurant, Inc.
Long-Term Equity Incentive Plan (“ALTEIP”), which authorized the
granting of up to 3,400,000 shares of the Company’s common stock
to employees, o cers and non-employee directors. In May 2010, the
Company’s shareholders approved an amended and restated ALTEIP,
increasing the number of shares of the Company’s common stock
authorized for issuance to 5,300,000. Under the ALTEIP, the Company
may grant awards based on shares of its common stock, including stock
options, stock appreciation rights (“SARs”), restricted stock (including
performance shares), unrestricted stock, restricted stock units (“RSUs”),
performance share units (“PSUs”) and dividend equivalents. All future
share-based grants will be awarded under the ALTEIP.
The Compensation Committee of the Board of Directors (the
“Compensation Committee”) awarded PSUs and RSUs in 2011,
2010 and 2009. RSUs and PSUs are promises to issue actual shares of
common stock at the end of a vesting period or performance period.
 e RSUs granted to employees under the ALTEIP were based on
salary grade and performance and will vest one-third each year over a
three-year period. RSUs granted to non-employee directors also vest
one-third each year over a three-year period. RSUs receive dividend
equivalents in cash during the restricted period and do not have voting
rights during the restricted period. PSUs accrue dividend equivalents
during the performance period based on a target payout, and will be
paid in cash at the end of the performance period based on the actual
number of shares issued.
For the PSU portion of an award, the number of shares a participant will
receive upon vesting is contingent upon the Company’s performance
with respect to selected metrics, identi ed below, compared against a
broad index of insurance companies and assigned a percentile ranking.
 ese rankings are then averaged to determine the composite percentile