Computer Associates 2007 Annual Report Download - page 130

Stock option awards granted after fiscal year 2000 generally vest one-third per year, become fully vested two or three years
from the grant date and have a contractual term of ten years.
All Plans, with the exception of acquired companies’ stock plans, have been approved by the Company’s shareholders.
Descriptions of the Plans 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. As of March 31, 2007,
options covering 70.9 million shares have been granted, including option shares issued that were previously terminated
due to employee forfeitures. As of March 31, 2007, all of the options outstanding under the 1991 Plan, which cover 7.6 million
shares, are exercisable with exercise prices ranging from $27.00–$74.69 per share.
The 1993 Stock Option Plan for Non-Employee Directors (the 1993 Plan) provided for non-statutory 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 Company’s stock on the date of grant. All options expire 10 years from the date of grant unless otherwise
terminated. As of March 31, 2007, options covering 222,750 shares have been granted under this plan. As of March 31, 2007,
all of the options outstanding under the 1993 Plan, which cover 13,500 shares, are exercisable with exercise prices ranging
from $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, 2007, approximately 16,000 deferred shares are outstanding in
connection with annual director fees under the 1996 Plan.
The 2001 Stock Option Plan (the 2001 Plan) provided that non-statutory and incentive stock options to purchase up to
7.5 million shares of common stock of the Company could be granted to select employees and consultants. All options expire
10 years from the date of grant unless otherwise terminated. As of March 31, 2007, options covering 6.5 million shares 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, 2007, all of the options outstanding under the 2001 Plan, which cover
2.1 million shares, are exercisable with an exercise price of $21.89 per share.
The 2002 Plan provides that annual performance bonuses, long-term performance bonuses, both qualified and non-statutory
stock options, 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, 2007,
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 without shareholder approval.
As of March 31, 2007, options covering 19.8 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, 2007, options covering 10.5 million shares are outstanding, of which options covering 6.3 million
shares are exercisable. The outstanding options have exercise prices ranging from $12.89–$32.80 per share. As of March 31,
2007, 4.5 million RSAs have been awarded to employees, of which approximately 2.8 million shares are unreleased. As of
March 31, 2007, 2.3 million RSUs have been awarded to employees, of which 1.3 million are unreleased. As of March 31,
2007, the Company estimates that it will grant awards covering approximately 1.2 million and 0.1 million shares as a result of
outstanding PSUs under the long term incentive plans for fiscal years 2007 and 2006, respectively.
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 FMV of the Company’s stock price on the day of grant. All options expire 10 years from the date of grant unless
otherwise terminated. As of March 31, 2007, all of the options outstanding under the 2002 Director Plan, which cover
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