Note 6 - Long-term Equity-based Compensation Plans

As of September 30, 2015, there were 7,755,303 common shares available for future grants under Kemper’s long-term equity-based compensation plan, of which 538,500 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 $5.4 million and $5.8 million for the nine months ended September 30, 2015 and 2014, respectively. Total unamortized compensation expense related to nonvested awards at September 30, 2015 was $6.0 million, which is expected to be recognized over a weighted-average period of 2.0 years.

Outstanding equity-based compensation awards at September 30, 2015 consisted of tandem stock option and stock appreciation rights (“Tandem Awards”), time-vested restricted stock, time-vested RSUs, performance-based restricted stock, performance-based RSUs and deferred stock units (“DSUs”). 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 (“Non-employee Directors”), all outstanding awards are subject to forfeiture until certain restrictions have lapsed.

Note 6 - 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 nine months ended September 30, 2015 and 2014 were as follows:



	Nine Months Ended
	Sep 30, 2015					Sep 30, 2014
Range of Valuation Assumptions
Expected Volatility	22.49	%	-	41.65	%	25.76	%	-	44.43	%
Risk-free Interest Rate	1.08		-	1.68		1.07		-	2.14
Expected Dividend Yield	2.47		-	2.62		2.53		-	2.60
Weighted-Average Expected Life in Years
Employee Grants	4		-	7		4		-	7
Director Grants	5.5					6

Tandem Award activity for the nine months ended September 30, 2015 is presented below.



	Shares Subject to Awards		Weighted- average Exercise Price Per Share ($)		Weighted- average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value ($ in Millions)
Outstanding at Beginning of the Year	2,265,711		$	39.74
Granted	293,750		36.38
Exercised	(360,875	)	29.64
Forfeited or Expired	(579,586	)	46.46
Outstanding at September 30, 2015	1,619,000		$	38.97	4.97	$	1.6
Vested and Expected to Vest at September 30, 2015	1,587,940		$	39.03	4.90	$	1.6
Exercisable at September 30, 2015	1,263,185		$	39.83	3.91	$	1.5

The weighted-average grant-date fair values of Tandem Awards granted during the nine months ended September 30, 2015 and 2014 were $7.97 per option and $10.49 per option, respectively. Total intrinsic value of Tandem Awards exercised was $2.9 million and $0.3 million for the nine months ended September 30, 2015 and 2014, respectively. The total tax benefit realized for tax deductions from exercises of Tandem Awards was $1.0 million and $0.1 million for the nine months ended September 30, 2015 and 2014, respectively. Total cash received from exercises of Tandem Awards was $2.1 million for the nine months ended September 30, 2015 and insignificant for the same period in 2014.

Note 6 - Long-term Equity-based Compensation Plans (continued)

Information pertaining to Tandem Awards outstanding at September 30, 2015 is presented below.



					Outstanding				Exercisable
Range of Exercise Prices Per Share ($)					Shares Subject to Tandem Awards	Weighted- average Exercise Price Per Share ($)		Weighted- average Remaining Contractual Life (in Years)	Shares Subject to Tandem Awards	Weighted- average Exercise Price Per Share ($)
$	15.01	-	$	20.00	4,000	$	16.48	3.60	4,000	$	16.48
20.01		-	25.00		17,500	23.27		4.30	17,500	23.27
25.01		-	30.00		146,750	29.18		6.00	146,750	29.18
30.01		-	35.00		192,375	33.23		7.37	146,373	33.15
35.01		-	40.00		780,375	36.68		6.76	470,562	36.93
40.01		-	45.00		—	—		—	—	—
45.01		-	50.00		478,000	48.80		0.82	478,000	48.80
15.01		-	50.00		1,619,000	38.97		4.97	1,263,185	39.83

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 nine months ended September 30, 2015 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	53,095		$	32.42	30,024		$	36.60
Granted	—		—		67,375		36.65
Vested	(18,733	)	31.09		(16,701	)	36.33
Forfeited	(4,814	)	29.39		(2,075	)	36.16
Nonvested Balance at End of Period	29,548		33.76		78,623		36.71

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 nine months ended September 30, 2015 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	110,625		$	39.28	61,875		$	40.50
Granted	—		—		68,825		43.05
Vested	—		—		—		—
Forfeited	(59,225	)	36.81		(2,600	)	41.68
Nonvested Balance at End of Period	51,400		42.12		128,100		41.85

Note 6 - Long-term Equity-based Compensation Plans (continued)

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 an 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, and any forfeitures of shares for performance below the “target” performance level, 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 2015, 2014 and 2013 three-year performance periods is 67,625 common shares, 60,475 common shares and 51,400 common shares, respectively, at September 30, 2015. For the 2012 three-year performance period, the Company was below the minimum performance level, and all of the related 57,775 shares of performance-based restricted stock were forfeited on January 31, 2015, the three-year anniversary of their grant date.

The total fair value of the shares of restricted stock and RSUs that vested during the nine months ended September 30, 2015 was $1.4 million. The tax benefit for tax deductions realized from such shares was $0.5 million. The total fair value of the shares of restricted stock and RSUs that vested during the nine months ended September 30, 2014 and the additional shares that were issued in connection with the 2011 performance-based restricted stock awards was $3.6 million. The tax benefit for tax deductions realized from such shares was $1.2 million.

The grant-date fair values of DSU awards granted to Non-employee Directors are determined using the closing price of Kemper common stock on the date of grant. DSU awards granted to Non-employee Directors are fully vested on the date of grant. Activity related to DSU awards for the nine months ended September 30, 2015 was as follows:



	Number of DSUs		Weighted- Average Grant-Date Fair Value Per DSU
Vested Balance at Beginning of the Year	8,000		$	34.52
Granted and Vested	3,500		38.38
Reduction for Shares Issued on Conversion	(4,500	)	34.94
Forfeited	—		—
Vested Balance at End of Period	7,000		36.17