Stock Based Compensation

2007 Equity Plan

In June 2007, the Company adopted the Care Investment Trust Inc. Equity Plan (2007 Equity Plan), as amended in December 2011, which provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based upon the Company's Class A common stock that may be made to directors and executive officers, employees and to the Company's advisors and consultants who are providing services to the Company as of the date of the grant of the award. Shares of common stock issued to the Company's independent directors in respect to their annual retainer fees are issued under this plan. During the nine month period ended September 30, 2013 the Company issued 4,360 immediately vested shares of common stock with an aggregate fair value of $30 to the Company's independent directors as part of their annual retainer.

The 2007 Equity Plan will automatically expire on the 10th anniversary of the date it was adopted. The Board of Directors may terminate, amend, modify or suspend the 2007 Equity Plan at any time, subject to stockholder approval in the case of certain amendments as required by law, regulation or stock exchange.

There are 700,000 common shares reserved for future issuances under the 2007 Equity Plan. As of September 30, 2013, 137,664 common shares remain for future issuance.

The following table summarizes changes to the issuances under the Company's 2007 Equity Plan for the periods indicated:



	Number of shares
Unvested units as of December 31, 2011	100,153
Granted	33,600
Vested	—
Forfeited	(30,769	)
Unvested units as of December 31, 2012	102,984
Granted	19,310
Vested	(37,485	)
Forfeited	(4,728	)
Unvested units as of September 30, 2013	80,081

Included in vested shares for 2013 are 7,414 shares surrendered to pay taxes on behalf of the employees with shares vesting.

Restricted share units

A holder of the restricted share units, as per the terms of the 2007 Equity Plan and 2013 Equity Plan, have all of the rights of a share holder, including the right to vote and receive distributions. The restricted share units shall vest and become nonforfeitable with respect to one‑third of Tiptree shares granted on each of the first, second, and third anniversaries of the date of the grant.

On August 8, 2013 the Company granted 19,310 shares to employees of the Company. These shares have a grant date fair value of $134 and will vest over a period of three years.

As of September 30, 2013, the total unrecognized compensation cost related to restricted units was $412, which is expected to be recognized as compensation expense over a weighted average period of 2.1 years.

Restricted unit expense was $241 and $113 for the nine month periods ended September 30, 2013 and 2012, respectively. These expenses are included within payroll expense in the consolidated statements of operations.

2013 Equity Plan

The Board adopted the Tiptree 2013 Omnibus Incentive Plan (2013 Equity Plan) on August 8, 2013. The general purpose of the 2013 Equity Plan is to attract, motivate and retain selected employees, consultants and directors for the Company, to provide them with incentives and rewards for superior performance and to better align their interests with the interests of the Company' stockholders. As of September 30, 2013, no awards had been granted under the 2013 Equity Plan. The number of shares of Tiptree's common stock available for award under the 2013 Equity Plan is 2,000,000 shares of Class A common stock. Unless otherwise extended by the Board, the 2013 Equity Plan terminates automatically on August 8, 2023, the tenth anniversary of its adoption by the Board.

Manager Equity Plan

In June 2007, the Company adopted the Care Investment Trust Inc. Manager Equity Plan, which provides for the issuance of equity-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock awards and other awards based on our common stock that may be made by the Company to its external advisors. The Manager Equity Plan will automatically expire on the 10th anniversary of the date it was adopted. There were 1,325,635 common shares reserved for future issuances under the Manager Equity Plan. As of September 30, 2013, 134,629 common shares remain available for future issuances. No shares have been issued since March 30, 2012 from this plan.

Philadelphia Financial Group, Inc.

On October 14, 2010 the PFG board of directors adopted the PFG Plan. A total of 546,136 shares of common stock of PFG were reserved and available for issuance under the PFG Plan. The number of shares of PFGI stock was increased to 583,300, during 2012. As of September 30, 2013, 564,092 shares have been granted to PFG employees.

Under the terms of the PFG Plan, the common stock shares shall vest and become nonforfeitable with respect to one-third of the shares initially granted on each of the first, second, and third anniversaries of the grant date. Grant dates were April 16, 2012, December 19, 2012 and March 8, 2013.

The company has determined that the measurement date for shares granted under the PFG Long-Term Incentive Plan awarded to employees occurs when the PFG common stock vests. The fair value of the unvested common stock granted is initially estimated based on the fair value of the individual assets and liabilities of PFG on the date of grant, and subsequently re-measured on each reporting date throughout the vesting period with changes in fair value during the requisite service period recognized as compensation cost through that period. The per unit fair value of unvested PFG common stock was $2.64 and $4.05 as of September 30, 2013 and December 31, 2012, respectively.

As of September 30, 2013 the total unrecognized compensation cost related to PFG common stock was $106, which is expected to be recognized as compensation expense over a weighted average period of 1.6 years. Total unrecognized compensation cost was $150 as of September 30, 2012.

Expense incurred for PFG stock issued under the plan for the three and nine month periods ended September 30, 2013, respectively, was $16 and $49. Expense incurred for the three and nine month periods ended September 30, 2012, respectively, was $15 and $27.