Bank of America 2005 Annual Report Download - page 180

BANK OF AMERICA CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements—(Continued)
Note 17—Stock-based Compensation Plans
At December 31, 2005, the Corporation had certain stock-based compensation plans that are described below. For all
stock-based compensation awards issued prior to January 1, 2003, the Corporation applied the provisions of APB 25 in
accounting for its stock option and award plans. Stock-based compensation plans enacted after December 31, 2002, are
accounted for under the provisions of SFAS 123. For additional information on the accounting for stock-based
compensation plans and pro forma disclosures, see Note 1 of the Consolidated Financial Statements.
The following table presents information on equity compensation plans at December 31, 2005:
Number of Shares
to be Issued Upon
Exercise
of Outstanding
Options(1,4)
Weighted Average
Exercise Price of
Outstanding
Options(2)
Number of Shares Remaining
for Future Issuance Under
Equity Compensation Plans(3)
Plans approved by shareholders .................. 231,465,981 $ 35.91 167,163,952
Plans not approved by shareholders ............... 20,032,226 30.63 —
Total ..................................... 251,498,207 $35.47 167,163,952
(1) Includes 10,655,618 unvested restricted stock units.
(2) Does not take into account unvested restricted stock units.
(3) Excludes shares to be issued upon exercise of outstanding options.
(4) In addition to the securities presented in the table above, there were outstanding options to purchase 57,290,213 shares of the
Corporation’s common stock and 1,275,565 unvested restricted stock units granted to employees of predecessor companies assumed
in mergers. The weighted average option price of the assumed options was $33.69 at December 31, 2005.
The Corporation has certain stock-based compensation plans that were approved by its shareholders. These plans
are the Key Employee Stock Plan and the Key Associate Stock Plan. Descriptions of the material features of these plans
follow.
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. Under the plan, ten-year options to purchase approximately
260 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, 2005, approximately 90 million options were outstanding under this plan. No further
awards may be granted.
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 200 million shares for grant in addition to the remaining amount under the Key
Employee Stock Plan as of December 31, 2002, which was approximately 34 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. Upon
the FleetBoston Merger, the shareholders authorized an additional 102 million shares for grant under the Key Associate
Stock Plan. At December 31, 2005, approximately 130 million options were outstanding under this plan. Approximately
18 million shares of restricted stock and restricted stock units were granted during 2005. 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 $486 million, $288 million and $276 million in 2005, 2004 and 2003.
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