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 shares, restricted stock units (share-settled awards and cash-settled awards), performance units (share-settled awards and cash-settled awards), stock options, stock appreciation rights and other equity-based awards to the Company's employees and directors. The 2017 Plan authorizes the issuance of a total of 3,400,000 common 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, 2018, 2,824,592 equity-based awards remained available for grant pursuant to the 2017 Plan. The grant date fair value of each award is established at the fair market value of the Company's common shares at the date of grant.

Restricted Stock Awards

Restricted stock awards ("RSAs") granted pursuant to the 2007 Plan generally vest in accordance with a four year graded vesting schedule in four annual installments beginning on the grant date.

Share-Settled Restricted Stock Units

Restricted stock units ("RSUs") granted pursuant to the 2017 Plan or the 2007 Plan either cliff vest at the end of a three year period, vest in accordance with a three year graded vesting schedule, or vest in accordance with a four year graded vesting schedule in four annual installments beginning on 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 accordance with a four year graded vesting schedule in four annual installments beginning on the grant date.

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. Compensation expense is recognized on a straight-line basis over the applicable requisite service period and is subject to periodic adjustment based upon the achievement of established performance criteria during the applicable performance 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 an activity summary of the Company's share-settled RSUs:




	Share-Settled PSUs				Share-Settled Service Based RSUs
	Number of restricted stock units		Weighted average grant date fair value⁽¹⁾		Number of restricted stock units		Weighted average grant date fair value⁽¹⁾

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
Granted	104		48.89		737		49.36
Vested	(87	)	54.71		(539	)	54.51
Forfeited	(15	)	53.80		(142	)	55.36
Nonvested restricted stock - December 31, 2018	232		$	54.54	1,411		$	54.12

(1) Fair value is based on the closing price of the Company's common shares on the grant date.

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

b) Cash-Settled Awards

The following table provides an activity summary of the Company's cash-settled RSUs:



	Cash-Settled PSUs		Cash-Settled Service based RSUs
	Number of restricted stock units		Number of restricted stock units

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
Granted	—		473
Vested	(12	)	(390	)
Forfeited	(3	)	(139	)
Nonvested restricted stock units - December 31, 2018	27		932

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

At December 31, 2018, the liability for cash-settled restricted stock units, included in other liabilities in the consolidated balance sheets, was $21 million (2017: $22 million).

During the year ended December 31, 2018, the fair value of share-settled restricted stock units and cash-settled restricted stock units that vested was $51 million (2017: $125 million, including $44 million attributable to service based restricted stock units which were granted in 2014 and were subject to a three year cliff vesting period; 2016: $67 million). At December 31, 2018, there was $87 million (2017: $94 million) of unrecognized share-based compensation costs which are expected to be recognized over the weighted average period of 2.4 years (2017: 2.5 years).

For the year ended December 31, 2018 the Company incurred share-based compensation costs of $54 million (2017: $68 million; 2016: $74 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 $8 million (2017: $15 million; 2016: $16 million).