STOCK BASED COMPENSATION

6 Months Ended

Jun. 30, 2011

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

4. STOCK BASED COMPENSATION

Our shareholder-approved RLI Corp. Omnibus Stock Plan (omnibus plan) was in place from 2005 to 2010.  The omnibus plan provided for grants of up to 1,500,000 shares (subject to adjustment for changes in our capitalization).  Since 2005, we have granted 1,227,445 stock options under this plan.

During the second quarter of 2010, our shareholders approved the RLI Corp. Long-Term Incentive Plan (LTIP), which replaces the omnibus plan and which was filed with the Securities and Exchange Commission via a Form 8-K Current Report on May 6, 2010.  In conjunction with the adoption of the LTIP, effective May 6, 2010, options will no longer be granted under the omnibus plan.  Awards under the LTIP may be in the form of restricted stock, stock options (nonqualified only), stock appreciation rights, performance units, as well as other stock based awards. Eligibility under the LTIP is limited to employees or directors of the company or any affiliate.  The granting of awards under the LTIP is solely at the discretion of the executive resources committee of the board of directors. The total number of shares of common stock available for distribution under the LTIP may not exceed 2,000,000 shares (subject to adjustment for changes in our capitalization).  Since 2010, we have granted 428,000 stock options under the LTIP, including 220,950 thus far in 2011.

Under the LTIP, as under the omnibus plan, we grant stock options for shares with an exercise price equal to the fair market value of the shares at the date of grant.  Options generally vest and become exercisable ratably over a five-year period. Beginning with the annual grant in May 2009, options granted under both plans have an eight-year life. Prior to that grant, options were granted with a ten-year life. The related compensation expense is recognized over the requisite service period.

In most instances, the requisite service period and vesting period will be the same.  For participants who are retirement eligible, defined by the plan as those individuals whose age and years of service equals 75, the requisite service period is deemed to be met and options are immediately expensed on the date of grant.  For participants who will become retirement eligible during the vesting period, the requisite service period over which expense is recognized is the period between the grant date and the attainment of retirement eligibility.  Shares issued upon option exercise are newly issued shares.

The following tables summarize option activity for the periods ended June 30, 2011 and 2010:

					Weighted
			Weighted		Average	Aggregate
	Number of		Average		Remaining	Intrinsic
	Options		Exercise		Contractual	Value
	Outstanding		Price		Life	(in 000’s)
Outstanding options at January 1, 2011	1,524,982		$	41.32
Options granted	220,950		$	58.42
Options exercised	(253,816	)	$	31.26		$	6,265
Options canceled/forfeited	(21,630	)	$	44.83
Outstanding options at June 30, 2011	1,470,486		$	45.57	5.93	$	24,037
Exercisable options at June 30, 2011	782,016		$	42.02	5.04	$	15,565

					Weighted
			Weighted		Average	Aggregate
	Number of		Average		Remaining	Intrinsic
	Options		Exercise		Contractual	Value
	Outstanding		Price		Life	(in 000’s)
Outstanding options at January 1, 2010	1,583,803		$	44.73
Options granted	183,250		$	55.93
Options exercised	(155,439	)	$	31.50		$	3,784
Options canceled/forfeited	(23,130	)	$	50.51
Outstanding options at June 30, 2010	1,588,484		$	47.24	5.93	$	8,377
Exercisable options at June 30, 2010	910,793		$	43.59	4.87	$	8,128

The majority of our options are granted annually at our regular board meeting in May. Thus far in 2011, 220,950 options were granted with an average exercise price of $58.42 and an average fair value of $12.85.  We recognized $1.0 million of expense in the second quarter of 2011, and $1.7 million in the first six months of 2011, related to options vesting. Since options granted under our plan are non-qualified, we recorded a tax benefit of $0.3 million in the second quarter of 2011, and $0.6 million in the first six months of 2011, related to this compensation expense. Total unrecognized compensation expense relating to outstanding and unvested options was $4.5 million, which will be recognized over the remainder of the vesting period. Comparatively, we recognized $0.9 million of expense in the second quarter of 2010, and $1.6 million in the first six months of 2010. We recorded a tax benefit of $0.3 million in the second quarter of 2010, and $0.6 million in the first six months of 2010, related to this compensation expense.

The fair value of options was estimated using a Black-Scholes based option pricing model with the following weighted average grant-date assumptions and weighted average fair values as of June 30:

	2011			2010
Weighted-average fair value of grants	$	12.85		$	13.37
Risk-free interest rates	2.35		%	2.76		%
Dividend yield	1.89		%	1.74		%
Expected volatility	25.67		%	25.91		%
Expected option life	5.50 years			5.57 years

The risk-free rate is determined based on U.S. treasury yields that most closely approximate the option’s expected life.  The dividend yield is calculated based on the average annualized dividends paid during the most recent five-year period.  It excludes the extraordinary dividend paid in the fourth quarter of 2010.  The expected volatility is calculated based on the mean reversion of RLI’s stock.  Prior to the second quarter of 2009, it was calculated by computing the weighted average of the most recent one-year volatility, the most recent volatility based on expected life and the median of the rolling volatilities based on the expected life of RLI stock.  The expected option life is determined based on historical exercise behavior and the assumption that all outstanding options will be exercised at the midpoint of the current date and remaining contractual term, adjusted for the demographics of the current year’s grant.