Capital One 1999 Annual Report Download - page 58

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The Company maintains two non-associate directors stock
incentive plans, the 1995 Non-Employee Directors Stock Incen-
tive Plan and the 1999 Non-Employee Directors Stock Incentive
Plan. The 1995 plan originally authorized 1,500,000 shares of
the Company’s common stock for the automatic grant of
restricted stock and stock options to eligible members of the
Company’s Board of Directors. However, in April 1999, the Com-
pany terminated the 1995 plan. The options vest after one year
and their maximum term is ten years. The exercise price of each
option equals the market price of the Company’s stock on the
date of grant. As of December 31, 1999, there was no out-
standing restricted stock under this plan.
In April 1999, the Company established the 1999 Non-
Employee Directors Stock Incentive Plan. The plan authorizes a
maximum of 525,000 shares of the Company’s common stock
for the grant of nonstatutory stock options to eligible members
of the Company’s Board of Directors. In April 1999, all non-
employee directors of the Company were given the option to
receive performance-based options under this plan in lieu
of their annual cash retainer and their time-vesting options
for each of 1999, 2000 and 2001. As a result, 497,490
performance-based options were granted to certain non-
employee directors of the Company. The options vest in full if,
on or before June 15, 2002, the market value of the Company’s
stock equals or exceeds $100 per share for ten trading days in
a thirty consecutive calendar day period. All options vest imme-
diately upon a change of control of the Company. As of
December 31, 1999, 27,510 shares were available for grant
under this plan. All options under this plan have a maximum
term of ten years. The exercise price of each option equals or
exceeds the market price of the Company’s stock on the date of
grant.
A summary of the status of the Company’s options as of
December 31, 1999, 1998 and 1997, and changes for the years
then ended is presented below:
1999 1998 1997
Weighted- Weighted- Weighted-
Average Average Average
Options Exercise Price Options Exercise Price Options Exercise Price
(000s) Per Share (000s) Per Share (000s) Per Share
Outstanding at beginning of year 29,139 $ 15.99 21,375 $ 9.22 17,682 $ 7.97
Granted 10,541 55.71 10,350 27.97 4,770 13.63
Exercised (2,111) 11.44 (2,226) 6.76 (645) 6.92
Canceled (511) 38.17 (360) 17.32 (432) 10.05
Outstanding at end of year 37,058 $ 27.24 29,139 $ 15.99 21,375 $ 9.22
Exercisable at end of year 19,635 $ 12.16 17,898 $ 10.16 11,445 $ 8.14
Weighted-average fair value of
options granted during the year $ 25.92 $ 11.82 $ 5.34
The following table summarizes information about options outstanding as of December 31, 1999:
Options Outstanding Options Exercisable
Number Weighted-Average Weighted-Average Number Weighted-Average
Outstanding Remaining Exercise Price Exercisable Exercise Price
Range of Exercise Prices (000s) Contractual Life Per Share (000s) Per Share
$4.31–$6.46 4,639 4.89 years $ 5.39 4,639 $ 5.39
$6.47–$9.70 416 6.09 8.17 416 8.17
$9.71–$14.56 11,001 6.11 10.50 9,958 10.23
$14.57–$21.85 4,321 7.96 16.07 3,276 16.10
$21.86–$32.79 1,331 8.39 31.66 174 31.47
$32.80–$49.20 5,816 8.84 37.17 813 36.84
$49.21–$60.00 9,534 9.35 56.41 359 56.42