Assurant 2012 Annual Report Download - page 117

ASSURANT, INC.2012 Form10-K F-41
16 Stock Based Compensation
On September21, 2011, the Company entered into a four-year
unsecured $350,000 revolving credit agreement (“2011 Credit Facility”)
with a syndicate of banks arranged by JP Morgan Chase Bank, N.A.
and Bank of America, N.A.  e 2011 Credit Facility replaced the
Company’s prior three-year $350,000 revolving credit facility (“2009
Credit Facility”), which was entered into on December18, 2009 and
was scheduled to expire in December2012.  e 2009 Credit Facility
terminated upon the e ective date of the 2011 Credit Facility.  e
2011 Credit Facility provides for revolving loans and the issuance of
multi-bank, syndicated letters of credit and/or letters of credit from a
sole issuing bank in an aggregate amount of $350,000 and is available
until September2015, provided the Company is in compliance with
all covenants.  e 2011 Credit Facility has a sublimit for letters of
credit issued thereunder of $50,000.  e proceeds of these loans may
be used for the Company’s commercial paper program or for general
corporate purposes.  e Company may increase the total amount
available under the 2011 Credit Facility to $525,000 subject to certain
conditions. No bank is obligated to provide commitments above their
share of the $350,000 facility.
 e Company did not use the commercial paper program during the
twelve months ended December31, 2012 and 2011 and there were
no amounts relating to the commercial paper program outstanding at
December31, 2012 and December31, 2011.  e Company made no
borrowings using the 2011 Credit Facility and no loans are outstanding
at December31, 2012.  e Company had $19,760 of letters of credit
outstanding under the 2011 Credit Facility as of December31, 2012.
 e 2011 Credit Facility contains restrictive covenants and requires
that the Company maintain certain speci ed minimum ratios and
thresholds. Among others, these covenants include maintaining a
maximum debt to capitalization ratio and a minimum consolidated
adjusted net worth. At December31, 2012, the Company was in
compliance with all covenants, minimum ratios and thresholds.
15. Common Stock
Changes in the number of common stock shares outstanding are as follows:
December31,
2012 2011 2010
Shares outstanding, beginning 88,524,374 102,000,371 116,648,714
Vested restricted stock and restricted stock units, net(a) 370,244 336,919 227,094
Issuance related to performance share units 403,519 0 0
Issuance related to ESPP 213,942 217,787 324,162
Issuance related to SARS exercise 51,410 57,837 25,046
Shares repurchased (10,899,460) (14,088,540) (15,224,645)
SHARES OUTSTANDING, ENDING 78,664,029 88,524,374 102,000,371
(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.
16. 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, 2012, 2011 and
2010, 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 new 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 new shares. 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 2012,
2011 and 2010. 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