Computer Associates 2005 Annual Report Download - page 140

Table of Contents
Note 9 — Stock Plans (Continued)
The 2001 Stock Option Plan (the 2001 Plan) was effective as of July 1, 2001. The 2001 Plan provides that nonstatutory and incentive
stock options to purchase up to 7.5 million shares of common stock of the Company may be granted to select employees and consultants.
All options expire 10 years from the date of grant unless otherwise terminated. As of March 31, 2005, 6.5 million options have been
granted. These options are exercisable in annual increments commencing one year after the date of grant and become fully exercisable
after three years. As of March 31, 2005, 3.4 million of the 3.6 million options outstanding are exercisable. These options are exercisable
at $21.89 per share.
The 2002 Incentive Plan (the 2002 Plan) was effective as of April 1, 2002. The 2002 Plan provides that annual performance bonuses,
long-term performance bonuses, stock options, both non-qualified and incentive, restricted stock, and other equity-based awards to
purchase up to 45 million shares of common stock of the Company may be granted to 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, 2005, 2.8 million of such shares were available for future issuance. All options expire 10 years from the date of grant
unless otherwise terminated. Options cannot be repriced pursuant to the provisions of the 2002 Plan. As of March 31, 2005, options
covering 13.7 million shares have been granted under the 2002 Plan. These options are generally exercisable in annual increments
commencing one year after the date of grant and become fully exercisable after three years. As of March 31, 2005, 4.2 million of the
9.9 million options outstanding are exercisable. These options are exercisable at $12.89 — $31.50 per share. As of March 31, 2005,
1.4 million restricted shares have been awarded to employees, of which approximately 800,000 shares are unvested. These shares are
subject to vesting based upon the participant’ s continued employment. The value of these awards will be recognized as expense over the
vesting periods.
The 2002 Compensation Plan for Non-Employee Directors (the 2002 Director Plan) was effective as of July 1, 2002. The 2002 Director
Plan provides for each director to receive annual director fees in the form of deferred shares and automatic grants to purchase 6,750
shares of common stock of the Company, up to a total of 650,000 shares to be granted to eligible directors. Pursuant to the 2002 Director
Plan, the exercise price shall be the FMV of a share as of the date of grant. The option period shall not exceed 10 years, and each option
may be exercised in whole or in part on the day before the next succeeding annual meeting. As of March 31, 2005, all of the
approximately 48,000 options outstanding under the 2002 Director Plan were exercisable. These options are exercisable at $11.04 —
$23.37 per share. As of March 31, 2005 approximately 25,000 deferred shares were outstanding in connection with annual director fees.
The 2003 Compensation Plan for Non-Employee Directors (the 2003 Director Plan) was effective as of August 27, 2003. The 2003
Director Plan provides for each director to receive annual director fees of $150,000 in the form of deferred shares with an option to elect
to receive up to 50% in cash. As of March 31, 2005, approximately 48,000 deferred shares are outstanding in connection with annual
director fees under the 2003 Director Plan.
As of March 31, 2005, 3.6 million of the 4.1 million options outstanding related to acquired companies’ stock plans are exercisable at
$3.62 — $72.69 per share. Options granted under these acquired companies’ plans become exercisable over periods ranging from one to
five years and expire seven to ten years from the date of grant.
The following table summarizes the activity of share options under the Company’ s Plans:
Number Weighted Average
(shares in millions) of Shares Exercise Price
Outstanding at March 31, 2002 46.9 $28.83
Granted 8.6 16.06
Exercised (5.3) 5.82
Expired or terminated (2.0) 33.06
Outstanding at March 31, 2003 48.2 $28.74
Granted 6.4 27.68
Exercised (3.9) 14.57
Expired or terminated (6.9) 36.49
Outstanding at March 31, 2004 43.8 $28.63
Granted 0.8 28.56
Acquired through acquisition 1.4 20.91
Exercised (3.9) 18.42
Expired or terminated (8.5) 32.43
Outstanding at March 31, 2005 33.6 $ 28.50
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