The First American Financial Corporation 2020 Incentive Compensation Plan (the “Incentive Compensation Plan”), effective January 22, 2020, permits the granting of stock options, stock appreciation rights, restricted stock, RSUs, performance units, performance shares and other stock-based awards. Eligible participants, which include the Company’s directors and officers, as well as other employees, may elect to defer the distribution of their RSUs to a future date beyond the scheduled vesting date. At December 31, 2021, 2.7 million shares of common stock remain available to be issued from either authorized and unissued shares or previously issued shares acquired by the Company, subject to certain annual limits based on the type of award granted. The Incentive Compensation Plan terminates 10 years from its effective date unless canceled by the Company’s board of directors.

The First American Financial Corporation 2010 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees the option to purchase common stock of the Company at 85% of the lower of the closing price on either the first or last day of each quarterly offering period. There were 0.5 million shares issued in connection with this plan for the years ended December 31, 2021 and 2020 and 0.4 million for the year ended December 31, 2019. At December 31, 2021, there were 0.6 million shares reserved for future issuances.

The following table summarizes the costs associated with the Company’s share-based compensation plans:

	Year ended December 31,
	2021		2020		2019
	(in millions)
Expense:
RSUs	$	48	$	47	$	38
Employee stock purchase plan		6		5		4
	$	54	$	52	$	42

The following table summarizes RSU activity for the year ended December 31, 2021:

(in millions, except weighted-average grant-date fair value)	Shares			Weighted-average grant-date fair value
Unvested at December 31, 2020	0.9		$	57.24
Granted during 2021	0.9			56.65
Vested during 2021	(0.9	)		55.78
Unvested at December 31, 2021	0.9		$	58.11

As of December 31, 2021, there was $26 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.1 years. The fair value of RSUs is generally based on the market value of the Company’s shares on the date of grant. The weighted-average grant-date fair value of RSUs was $56.65, $63.14 and $51.46 for the years ended December 31, 2021, 2020 and 2019, respectively. The total fair value of shares distributed for the years ended December 31, 2021, 2020 and 2019 was $49 million, $56 million and $51 million, respectively. At December 31, 2021, 1.1 million shares were vested but not distributed.