Computer Associates 2006 Annual Report Download - page 156

Note 9 — Stock Plans (Continued)
Descriptions of the Plans, all of which have been approved by the stockholders, are as follows:
The Company’s 1991 Stock Incentive Plan (the 1991 Plan) provided that stock appreciation rights and/or options,
both qualified and non-statutory, to purchase up to 67.5 million shares of common stock of the Company, could be
granted to employees (including officers of the Company). Options granted thereunder may be exercised in annual
increments commencing one year after the date of grant and become fully exercisable after five years. All options
expire 10 years from the date of grant unless otherwise terminated. As of March 31, 2006, no stock appreciation
rights were granted under this plan and 70.9 million options have been granted, including options issued that were
previously terminated due to employee forfeitures. As of March 31, 2006, all of the 12.6 million options which were
outstanding under the 1991 Plan were exercisable. These options are exercisable at $27.00 – $74.69 per share.
The 1993 Stock Option Plan for Non-Employee Directors (the 1993 Plan) provided for nonstatutory options to
purchase up to a total of 337,500 shares of common stock of the Company to be available for grant to each member
of the Board of Directors who is not otherwise an employee of the Company. Pursuant to the 1993 Plan, the exercise
price was the fair market value (FMV) of the shares covered by the option at 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 first anniversary date of its
grant. As of March 31, 2006, 222,750 options have been granted under this plan. As of March 31, 2006, all of the
13,500 options which are outstanding under the 1993 Plan are exercisable. These options are exercisable at $32.38 –
$51.44 per share.
The 1996 Deferred Stock Plan for Non-Employee Directors (the 1996 Plan) provided for each director to receive
annual director fees in the form of deferred shares. As of March 31, 2006, approximately 20,000 deferred shares are
outstanding in connection with annual director fees under the 1996 Plan.
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, 2006, 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, 2006, all of the 2.7 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 Plan was amended on May 20, 2005.
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, 2006, 2.9 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, 2006, options covering 16.4 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, 2006, 6.2 million of the 10.7 million options
outstanding are exercisable. These options are exercisable at $12.89 – $32.80 per share. As of March 31, 2006,
1.6 million RSAs have been awarded to employees, of which approximately 700,000 shares are unreleased. As of
March 31, 2006, 2.0 million RSUs have been awarded to employees, of which 1.7 million are unreleased. As of
March 31, 2006, the Company estimates that it will award approximately 700,000 PSUs related to the fiscal year
2006 long-term incentive plan.
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 was the FMVof 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, 2006, all of the approximately 42,000 options
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