Computer Associates 2009 Annual Report Download - page 105

select employees and consultants. In addition, any shares of common stock that were subject to issuance but not
awarded under the 2001 Plan are available for issuance under the 2002 Plan. As of March 31, 2009, approximately
3.0 million of such shares were available under the 2002 Plan. As of March 31, 2009, options covering 19.8 million
shares have been granted under the 2002 Plan. As of March 31, 2009, options covering 8.5 million shares were
outstanding, of which options covering approximately 7.9 million shares are exercisable. The outstanding options have
exercise prices ranging from $12.89 — $32.80 per share. As of March 31, 2009, approximately 9.2 million RSAs and
approximately 2.6 million RSUs have been awarded to employees, of which approximately 2.9 million and 0.3 million
shares, respectively, were unreleased.
The 2002 Compensation Plan for Non-Employee Directors (the 2002 Director Plan) provided for each eligible director to
receive annual fees in the form of deferred shares and automatic option grants to purchase 6,750 shares of common
stock of the Company, up to a total of 650,000 shares. Pursuant to the 2002 Director Plan, the exercise price of the
options granted was the fair market value of the Company’s stock price on the date of grant. All options expire 10 years
from the date of grant unless otherwise terminated. As of March 31, 2009, all of the options outstanding under the
2002 Director Plan, which cover approximately 28,000 shares, were exercisable, with exercise prices ranging from
$11.04 — $23.37 per share. As of March 31, 2009, approximately 8,800 deferred shares were outstanding in connection
with annual director fees.
The 2003 Compensation Plan for Non-Employee Directors (the 2003 Director Plan) as amended September 10, 2008
provides for each director to receive director fees in the form of deferred shares. In addition, certain directors receive an
additional annual fee for their service as a committee chair, and the chairman of the board receives an additional fee for
his service as the lead director. Directors may elect to receive up to 50% of fees under the 2003 Director Plan in cash.
As of March 31, 2009, approximately 207,000 deferred shares were outstanding under the 2003 Director Plan.
The 2007 Incentive Plan (the 2007 Plan) effective June 22, 2007 provides that annual performance bonuses, long-term
performance bonuses, both qualified and non-statutory stock options, RSAs, RSUs and other equity-based awards up to
approximately 30 million shares of common stock of the Company may be granted to select employees and consultants.
No more than 10 million incentive stock options may be granted. As of March 31, 2009, approximately 1.8 million RSAs
have been awarded to employees, of which approximately 1.7 million were unreleased. As of March 31, 2009,
approximately 0.3 million RSUs were awarded and unreleased. As of March 31, 2009, approximately 25.5 million shares
were available for future issuance.
Share-Based Compensation
Share-based awards exchanged for employee services are accounted for under the fair value method. Accordingly,
share-based compensation cost is measured at the grant date, based on the fair value of the award. The Company uses
the straight-line attribution method to recognize share-based compensation costs related to awards with only service
conditions. The expense for awards expected to vest is recognized over the employee’s requisite service period
(generally the vesting period of the award). Awards expected to vest are estimated based upon a combination of
historical experience and future expectations.
Upon adoption of SFAS No. 123(R), the Company elected to treat awards with only service conditions and with graded
vesting as one award. Consequently, the total compensation expense is recognized ratably over the entire vesting period,
so long as compensation cost recognized at any date at least equals the portion of the grant date fair value of the award
that is vested at that date.
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