In May 2017, shareholders approved the establishment of the AXIS Capital Holdings Limited 2017 Long-Term Equity Compensation Plan (the "2017 Plan"). The 2017 Plan provides for, among other things, the issuance of restricted stock units, performance units, restricted shares, stock options, stock appreciation rights and other equity-based awards to our employees and directors. The 2017 Plan authorizes the issuance of a total of 3,400,000 shares. The Company's 2017 Plan replaced its 2007 Long-Term Equity Compensation Plan ("2007 Plan") upon expiration of the 2007 Plan in May 2017. All remaining shares available pursuant to the 2007 Plan have been canceled although awards made pursuant to the 2007 Plan prior to its expiration remain in effect in accordance with the terms of the 2007 Plan. At December 31, 2017, 3,274,004 equity-based awards remained available for grant pursuant to the 2017 Plan.

Restricted Stock Awards

Restricted stock awards ("RSAs") granted pursuant to the 2007 Plan generally vest in four equal installments on the first, second, third and fourth anniversaries of the grant date.

Restricted Stock Units

Restricted stock units ("RSUs") granted pursuant to the 2017 Plan or the 2007 Plan generally cliff vest at the end of a three year period, vest in accordance with a three year graded vesting schedule, or vest in four equal installments upon the first, second, third and fourth anniversaries of the grant date.

Cash Settled Restricted Stock Units

Cash settled restricted stock units ("Cash settled RSUs") granted pursuant to the 2017 Plan or the 2007 Plan are liability awards and generally cliff vest at the end of a three year period, or vest in four equal installments upon the first, second, third and fourth anniversaries of the date of grant.

Performance-vesting Restricted Stock Units

Performance-vesting restricted stock units ("PSUs") granted pursuant to the 2017 Plan or the 2007 Plan, represent the right to receive a specified number of common shares in the future, based upon the achievement of established performance criteria and continued service during the applicable performance period. Awards granted pursuant to these plans generally cliff vest at the end of a three year period. PSUs granted are either share settled awards or cash settled liability awards.

Acceleration Provisions

Grants provided under the 2017 Plan and the 2007 Plan generally allow for accelerated vesting provisions upon the employee’s death, permanent disability, or certain terminations following a change in control of the Company occurring within two years of the change in control event. Notwithstanding these vesting provisions, the Compensation Committee of our Board has broad authority to accelerate vesting at its own discretion.

Retirement Plan

In 2016, the Company established the AXIS Executive RSU Retirement Plan (the "Plan") to reward certain eligible long-term employees of the Company for their dedicated service. The Plan was implemented in 2017. Subject to certain conditions being met, eligible employees will not forfeit all of their outstanding RSUs or Cash settled RSUs on or following their retirement. Absent the Plan, outstanding RSUs are generally forfeited upon termination of employment.


a)	Share Settled Awards

The following table provides a summary of nonvested RSAs and share settled RSUs:




	Share Settled PSUs				Share Settled - Service Based Restricted Stock
	Number of Restricted Stock		Weighted Average Grant Date Fair Value⁽¹⁾		Number of Restricted Stock		Weighted Average Grant Date Fair Value⁽¹⁾

Nonvested restricted stock - December 31, 2015	201		$	49.24	1,954		$	43.34
Granted	104		53.80		589		53.87
Performance Adjustment	26		45.95		n/a		n/a
Vested	(48	)	45.38		(789	)	39.29
Forfeited	—		—		(161	)	47.33
Nonvested restricted stock - December 31, 2016	283		51.27		1,593		48.88
Granted	87		64.58		733		61.94
Vested⁽²⁾	(119	)	49.14		(889	)	47.48
Forfeited	(21	)	55.00		(82	)	54.89
Nonvested restricted stock - December 31, 2017	230		$	57.08	1,355		$	57.09

n/a – not applicable

(1) Fair value is based on the closing price of our common shares on the grant approval date.

(2) Share-settled restricted stock units that vested during the year ended December 31, 2017 included 313,391 service-based restricted stock units attributable to a grant made in 2014 which was subject to a three year cliff vesting period.

b) Cash Settled Awards

The following table provides a summary of nonvested cash settled RSUs:



	Cash Settled PSUs		Service-based Cash Settled RSUs
	Number of Restricted Stock Units		Number of Restricted Stock Units

Nonvested restricted stock units - December 31, 2015	70		1,433
Granted	18		497
Performance Adjustment	12		n/a
Vested	(32	)	(377	)
Forfeited	—		(161	)
Nonvested restricted stock units - December 31, 2016	68		1,392
Granted	15		432
Vested⁽¹⁾	(38	)	(763	)
Forfeited	(3	)	(73	)
Nonvested restricted stock units - December 31, 2017	42		988

n/a – not applicable

(1) Cash-settled restricted stock units that vested during the year ended December 31, 2017 included 307,556 service-based restricted stock units attributable to a grant made in 2014 which was subject to a three year cliff vesting period.

At December 31, 2017, the liability for cash-settled restricted stock units, included in other liabilities in the Consolidated Balance Sheets, was $22 million (2016: $48 million).

The fair value of share-settled restricted stock units and cash-settled restricted stock units that vested during 2017 was $125 million (2016: $67 million; 2015: $75 million), including $44 million attributable to service-based restricted stock units granted in 2014 which were subject to a three year cliff vesting period. At December 31, 2017, there were $94 million (2016: $85 million) of unrecognized compensation costs which are expected to be recognized over the weighted average period of 2.5 years (2016: 2.3 years).

During 2017, the Company incurred share-based compensation costs of $68 million (2016: $74 million; 2015: $59 million) related to restricted stock awards, share-settled restricted stock units, and cash-settled restricted stock units. In addition, the Company recorded associated tax benefits of $15 million (2016: $16 million; 2015: $15 million), including $7 million related to excess tax benefits associated with the vesting of restricted stock units.