Delta Airlines 2002 Annual Report Download - page 163

The following table summarizes all stock option and stock appreciation rights
(SAR) activity for the years ended December 31, 2002, 2001 and 2000:
2002 2001 2000
-------------------- -------------------- --------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
(shares in thousands) Shares Price Shares Price Shares Price
------ -------- ------ -------- ------ --------
Outstanding at the beginning of the year 51,537 $48 50,365 $48 47,859 $48
Granted 8,478 21 2,358 46 3,914 52
Exercised (9) 27 (76) 34 (725) 41
Forfeited (1,200) 48 (1,110) 53 (683) 53
------ --- ------ --- ------ ---
Outstanding at the end of the year 58,806 44 51,537 48 50,365 48
------ --- ------ --- ------ ---
Exercisable at the end of the year 45,996 $48 44,751 $48 46,309 $48
====== === ====== === ====== ===
The following table summarizes information about stock options outstanding and
exercisable at December 31, 2002:
Stock Options Outstanding Stock Options Exercisable
---------------------------------------- ---------------------------
Weighted Weighted Weighted
Number Average Average Number Average
Outstanding Remaining Exercise Exercisable Exercise
Stock Options (000) Life (years) Price (000) Price
------------ ------------ -------- ----------- ---------
$9-$20 4,573 10 $11 -- $--
$21-$35 10,756 5 $33 6,960 $34
$36-$50 36,101 5 $49 33,743 $49
$51-$69 7,376 7 $56 5,293 $56
------ -- --- ------ ---
ESOP PREFERRED STOCK
Each outstanding share of ESOP Preferred Stock pays a cumulative cash dividend
of 6% per year, is convertible into 1.7155 shares of common stock at a
conversion price of $41.97 per share and has a liquidation price of $72.00, plus
accrued and unpaid dividends. The ESOP Preferred Stock generally votes together
as a single class with the common stock and has two votes per share. It is
redeemable at our option at $72.00 per share plus accrued and unpaid dividends,
payable in cash or common stock. We cannot pay cash dividends on common stock
until all cumulative dividends on the ESOP Preferred Stock have been paid. The
conversion rate, conversion price and voting rights of the ESOP Preferred Stock
are subject to adjustment in certain circumstances.
All shares of ESOP Preferred Stock are held of record by the trustee of the
Delta Family-Care Savings Plan (see Note 11). At December 31, 2002, 10,405,346
shares of common stock were reserved for issuance for the conversion of the ESOP
Preferred Stock.
SHAREOWNER RIGHTS PLAN
The Shareowner Rights Plan is designed to protect shareowners against attempts
to acquire Delta that do not offer an adequate purchase price to all
shareowners, or are otherwise not in the best interest of Delta and our
shareowners. Under the plan, each outstanding share of common stock is
accompanied by one-half of a preferred stock purchase right. Each whole right
entitles the holder to purchase 1/100 of a share of Series D Junior
Participating Preferred Stock at an exercise price of $300, subject to
adjustment.
The rights become exercisable only after a person acquires, or makes a tender or
exchange offer that would result in the person acquiring, beneficial ownership
of 15% or more of our common stock. If a person acquires beneficial ownership of
15% or more of our common stock, each right will entitle its holder (other than
the acquiring person) to exercise his rights to purchase our common stock having
a market value of twice the exercise price.
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