Note 5 - Long-term Equity-based Compensation Plans

As of March 31, 2014, there were 8,228,184 common shares available for future grants under Kemper’s long-term equity-based compensation plan, of which 552,450 shares were reserved for future grants based on the performance level attained under the terms of outstanding performance-based restricted stock and performance-based restricted stock unit (“RSU”) awards. Equity-based compensation expense was $2.6 million and $0.8 million for the three months ended March 31, 2014 and 2013, respectively. Total unamortized compensation expense related to nonvested awards at March 31, 2014 was $8.5 million, which is expected to be recognized over a weighted-average period of 1.6 years.

Outstanding equity-based compensation awards at December 31, 2013 consisted of tandem stock option and stock appreciation rights (“Tandem Awards”), time-vested restricted stock, performance-based restricted stock and deferred stock units (“DSUs”). Effective February 4, 2014, the Company began issuing time-based and performance-based RSUs. Recipients of restricted stock receive full dividend and voting rights on the same basis as all other outstanding shares of Kemper common stock. Recipients of RSUs and DSUs receive full dividend equivalents on the same basis as all other outstanding shares of Kemper common stock, but do not receive voting rights until such shares are issued. Except for equity-based compensation awards granted to each member of the Board of Directors who is not employed by the Company, all outstanding awards are subject to forfeiture until certain restrictions have lapsed.

Note 5 - Long-term Equity-based Compensation Plans (continued)

The Company uses the Black-Scholes option pricing model to estimate the fair value of each Tandem Award on the date of grant. The assumptions used in the Black-Scholes pricing model for Tandem Awards granted during the three months ended March 31, 2014 and 2013 were as follows:



	Three Months Ended
	Mar 31, 2014					Mar 31, 2013
Range of Valuation Assumptions
Expected Volatility	25.76	%	-	44.43	%	39.10	%	-	48.23	%
Risk-free Interest Rate	1.07		-	2.14		0.62		-	1.38
Expected Dividend Yield	2.60		-	2.60		2.83		-	2.83
Weighted-Average Expected Life in Years
Employee Grants	4		-	7		4		-	7

Tandem Award activity for the three months ended March 31, 2014 is presented below:



	Shares Subject to Award		Weighted- Average Exercise Price Per Share ($)		Weighted- Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value ($ in Millions)
Outstanding at Beginning of the Year	2,543,673		$	41.37
Granted	252,000		36.47
Exercised	(26,375	)	28.76
Forfeited or Expired	(423,546	)	47.91
Outstanding at March 31, 2014	2,345,752		$	39.81	4.59	$	7.9
Vested and Expected to Vest at March 31, 2014	2,308,347		$	39.94	4.53	$	7.6
Exercisable at March 31, 2014	1,781,937		$	41.78	3.22	$	4.7

The weighted-average grant-date fair values of Tandem Awards granted during the three months ended March 31, 2014 and 2013 were $10.18 per option and $10.23 per option, respectively. Total intrinsic value of Tandem Awards exercised was $0.3 million and $0.3 million for the three months ended March 31, 2014 and 2013, respectively. The total tax benefit realized for tax deductions from exercises of Tandem Awards was $0.1 million for the three months ended March 31, 2014. The total tax benefit realized for tax deductions from exercises of Tandem Awards was $0.1 million for the three months ended March 31, 2013. Cash received from exercises of Tandem Awards were insignificant for each of the three month periods ended March 31, 2014 and 2013.

Note 5 - Long-term Equity-based Compensation Plans (continued)

Information pertaining to Tandem Awards outstanding at March 31, 2014 is presented below:



					Outstanding				Exercisable
Range of Exercise Prices					Shares Subject to Award	Weighted- Average Exercise Price Per Share ($)		Weighted- Average Remaining Contractual Life (in Years)	Shares Subject to Tandem Award	Weighted- Average Exercise Price Per Share ($)
$	10.00	-	$	15.00	16,750	$	13.55	4.85	16,750	$	13.55
15.01		-	20.00		8,000	16.48		5.10	8,000	16.48
20.01		-	25.00		30,750	23.38		5.82	30,750	23.38
25.01		-	30.00		390,250	28.86		7.33	237,062	28.75
30.01		-	35.00		246,687	33.18		8.86	88,060	32.69
35.01		-	40.00		564,500	36.88		6.47	312,500	37.22
40.01		-	45.00		194,902	43.10		0.83	194,902	43.10
45.01		-	50.00		821,005	48.59		1.90	821,005	48.59
50.01		-	55.00		72,908	51.43		0.69	72,908	51.43
10.00		-	55.00		2,345,752	39.81		4.59	1,781,937	41.78

The grant-date fair values of time-based restricted stock and time-based RSU awards are determined using the closing price of Kemper common stock on the date of grant. Activity related to nonvested time-based restricted stock and nonvested time-based RSUs for the three months ended March 31, 2014 was as follows:



	Time-based Restricted Stock Awards				Time-based RSU Awards
	Number of Shares		Weighted- Average Grant-Date Fair Value Per Share		Number of RSUs		Weighted- Average Grant-Date Fair Value Per RSU
Nonvested Balance at Beginning of the Year	101,627		$	31.48	—		$	—
Granted	2,000		38.59		40,925		36.60
Vested	—		—		—		—
Forfeited	(14,476	)	31.01		(700	)	36.47
Nonvested Balance at End of Period	89,151		31.71		40,225		36.61

Note 5 - Long-term Equity-based Compensation Plans (continued)

The grant-date fair values of the performance-based restricted stock and performance-based RSU awards are determined using the Monte Carlo simulation method. Activity related to nonvested performance-based restricted stock and nonvested performance-based RSUs for the three months ended March 31, 2014 was as follows:



	Performance-based Restricted Stock Awards				Performance-based RSU Awards
	Number of Shares		Weighted- Average Grant-Date Fair Value Per Share		Number of RSUs		Weighted- Average Grant-Date Fair Value Per RSU
Nonvested Balance at Beginning of the Year	176,800		$	39.54	—		$	—
Granted	—		—		66,575		40.50
Vested	(54,934	)	39.83		—		—
Forfeited	(3,991	)	40.73		(300	)	40.50
Nonvested Balance at End of Period	117,875		39.37		66,275		40.50

The initial number of shares or RSUs awarded to each participant of a performance-based award represents the shares that would vest, or, in the case of a RSU, that would vest and would be issued, if the performance level attained were to be at the “target” performance level. For performance above the target level, each participant would receive a grant of additional shares of stock up to a maximum of 100% of the initial number of shares or RSUs awarded to the participant. The final payout of these awards will be determined based on Kemper’s total shareholder return over a three-year performance period relative to a peer group comprised of all the companies in the S&P Supercomposite Insurance Index. The number of additional shares that would be granted if the Company were to meet or exceed the maximum performance levels related to the outstanding performance-based awards for the 2014, 2013, and 2012 three-year performance periods was 66,275 common shares, 58,300 common shares and 59,575 common shares, respectively, at March 31, 2014. For the 2011 three-year performance period, the Company exceeded target performance levels with a payout percentage of 118%. Accordingly, an additional 9,014 shares of stock were issued to award recipients on February 1, 2014 (the “2011 Additional Shares”).

The total fair value of the shares of restricted stock that vested during the three months ended March 31, 2014 and the 2011 Additional Shares that were issued was $2.4 million and the tax benefits for tax deductions realized from such shares was $0.8 million. The total fair value of the shares of restricted stock that vested during the three months ended March 31, 2013 and the additional shares that were issued in connection with the 2010 performance-based restricted stock awards was $2.6 million and the tax benefits for tax deductions realized from such shares was $0.9 million.