Bank of America 2002 Annual Report Download - page 105

BANK OF AMERICA 2002 103
The following table presents information on equity compensation plans at December 31, 2002:
Number of Shares Number of Shares
To Be Issued Weighted-Average Remaining for Future
Upon Exercise of Exercise Price of Issuance Under Equity
Outstanding Options Outstanding Options Compensation Plans
(1,2)
Plans approved by shareholders 117,978,240 $58.22 24,394,707
Plans not approved by shareholders 87,745,410 58.16 –
Total 205,723,650 $58.19 24,394,707
(1) Includes 7,068,322 unvested Restricted Stock Units.
(2) Excludes shares to be issued upon exercise of outstanding options.
Key Employee Stock Plan
The Key Employee Stock Plan, as amended and restated, provided for
different types of awards. These include stock options, restricted
stock shares and restricted stock units. No further awards may be
granted under this plan. Under the plan, ten-year options to purchase
approximately 129.8 million shares of common stock were granted
through December 31, 2002 to certain employees at the closing
market price on the respective grant dates. Options granted under the
plan generally vest in three or four equal annual installments. At
December 31, 2002, approximately 93.8 million options were
outstanding under this plan. Approximately 4.8 million shares of
restricted stock and restricted stock units were granted during 2002.
These shares of restricted stock generally vest in three equal annual
installments beginning one year from the grant date. The Corporation
incurred restricted stock expense of $263 million, $182 million and
$273 million in 2002, 2001 and 2000, respectively.
Key Associate Stock Plan
On April 24, 2002, the shareholders approved the Key Associate Stock
Plan to be effective January 1, 2003. This approval authorized and
reserved 100 million shares for grant in addition to the remaining
amount under the Key Employee Stock Plan as of December 31, 2002,
which was approximately 16.9 million shares plus any shares covered
by awards under the Key Employee Stock Plan that terminate, expire,
lapse or are cancelled after December 31, 2002.
The Corporation has certain stock-based compensation plans
that were not approved by its shareholders. These broad-based plans
are the 2002 Associates Stock Option Plan, Take Ownership!, the
Barnett Employee Stock Option Plan and the BankAmerica Global
Stock Option Program (BankAmerica Take Ownership!). Descriptions of
the material features of these plans follow.
2002 Associates Stock Option Plan
On September 26, 2001, the Board approved the Bank of America
Corporation 2002 Associates Stock Option Plan which covers all
employees below a specified executive grade level. Under the plan,
eligible employees received a one-time award of a predetermined
number of options entitling them to purchase shares of the
Corporation’s common stock. All options are non-qualified and have an
exercise price equal to the fair market value on the date of grant.
Approximately 54 million options were granted on February 1, 2002
at $61.36, the closing price for that day. The options vest as follows:
50 percent of the options become exercisable after the Corporation’s
common stock closes at or above $76.36 per share for ten consecu-
tive trading days; the remaining 50 percent of the options become
exercisable after the Corporation’s common stock closes at or above
$91.36 for ten consecutive trading days. Regardless of the stock
price, all options will be fully exercisable beginning February 1, 2006.
In addition, the options continue to be exercisable following termi-
nation of employment under certain circumstances. At December 31,
2002, approximately 45.9 million options were outstanding under
this plan. The options expire on January 31, 2007.
Take Ownership!
The Bank of America Global Associate Stock Option Program (Take
Ownership!) covered all employees below a specified executive grade
level. Under the plan, eligible employees received an award of a prede-
termined number of stock options entitling them to purchase shares of
the Corporation’s common stock at the fair market value on the grant
date. All options are non-qualified. The options, which were granted on
the first business day of 1999, 2000 and 2001, vest 25 percent on the
first anniversary of the grant date, 25 percent on the second anniver-
sary of the grant date and 50 percent on the third anniversary of the
grant date. These options expire five years after the grant date. In addi-
tion, the options continue to be exercisable following termination of
employment under certain circumstances. At December 31, 2002,
approximately 36.8 million options were outstanding under this plan.
No further awards may be granted under this plan.