Capital One 2000 Annual Report Download - page 58

56 notes
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 direc-
tors 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 1999, 2000 and
2001. As a result, 497,490 performance-based options were
granted to the non-employee directors of the Company. The options
vest in full if, on or before June 15, 2002, the market value of the
Under the Company's Purchase Plan, associates of the Company
are eligible to purchase common stock through monthly salary
deductions of a maximum of 15% and a minimum of 1% of monthly
base pay. To date, the amounts deducted are applied to the purchase
of unissued common or treasury stock of the Company at 85% of the
current market price. Shares may also be acquired on the market. An
aggregate of three million common shares has been authorized for
Company's stock equals or exceeds $100 per share for ten trading
days in a thirty consecutive calendar day period. All options vest
immediately upon a change of control of the Company. As of Decem-
ber 31, 2000, 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, 2000, 1999 and 1998, and changes for the years
then ended is presented below:
issuance under the Purchase Plan, of which 929,084 shares were
available for issuance as of December 31, 2000.
On November 16, 1995, the Board of Directors of the Company
declared a dividend distribution of one Right for each outstanding
share of common stock. As amended, each Right entitles a regis-
tered holder to purchase from the Company one three-hundredth of
a share of the Company's authorized Cumulative Participating Junior
2000 1999 1998
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 37,058 $ 27.24 29,139 $ 15.99 21,375 $ 9.22
Granted 4,063 51.14 10,541 55.71 10,350 27.97
Exercised (3,330) 12.20 (2,111) 11.44 (2,226) 6.76
Canceled (1,102) 49.79 (511) 38.17 (360) 17.32
Outstanding at end of year 36,689 $ 30.57 37,058 $ 27.24 29,139 $ 15.99
Exercisable at end of year 22,108 $ 16.48 19,635 $ 12.16 17,898 $ 10.16
Weighted-average fair value of
options granted during the year $ 23.41 $ 25.92 $ 11.82
The following table summarizes information about options outstanding as of December 31, 2000:
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 3,504 3.89 years $ 5.39 3,504 $ 5.39
$6.47–$9.70 317 4.99 8.05 317 8.05
$9.71–$14.56 9,590 5.00 10.29 9,590 10.29
$14.57–$21.85 3,865 6.96 16.08 3,865 16.08
$21.86–$32.79 1,212 7.38 31.66 140 31.38
$32.80–$49.20 7,652 8.12 39.73 4,235 35.94
$49.21–$60.00 10,549 8.55 56.60 457 55.74