Facebook 2012 Annual Report Download - page 99

The 2005 Officers’ Stock Plan provides for up to 120,000,000 shares of incentive and nonstatutory stock
options to certain of our employees or officers. The 2005 Officers’ Stock Plan will terminate ten years after its
adoption unless terminated earlier by our compensation committee. Stock options become vested and exercisable
at such times and under such conditions as determined by our compensation committee on the date of grant. In
November 2005, we issued a nonstatutory stock option to our CEO to purchase 120,000,000 shares of our
Class B common stock under the 2005 Officers’ Stock Plan. As of December 31, 2012, the option had been
partially exercised in respect of 60,000,000 shares with the remainder remaining outstanding and fully vested,
and no options were available for future issuance under the 2005 Officers’ Stock Plan.
The following table summarizes the stock option and RSU award activities under the Stock Plans for the
year ended December 31, 2012:
Shares
Available
for Grant(1)
Shares Subject to Options Outstanding Outstanding RSUs
Number of
Shares
Weighted
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value(2)
Outstanding
RSUs(3)
Weighted
Average
Grant
Date Fair
Value
(in thousands) (in thousands) (in years) (in millions) (in thousands)
Balance as of December 31,
2011 ................. 52,318 258,539 $0.47 4.38 $7,360 378,772 $ 6.83
Stock options exercised .... — (135,505) 0.12 —
Stock options forfeited/
cancelled ............. 213 (213) 1.41 —
RSUs granted ............ (41,252) — 41,252 32.60
RSUs settled ............. — — (278,846) 3.02
Shares withheld related to
net share settlement of
RSUs ................ 122,757 — —
RSUs forfeited and
cancelled ............. 12,955 — (12,955) 20.00
2012 Equity Incentive Plan
shares authorized ....... 25,000 — —
Balance as of December 31,
2012 ................. 171,991 122,821 $0.85 3.79 $3,166 128,223 $22.08
Stock options vested and
expected to vest as of
December 31, 2012 ..... 122,791 $0.85 3.79 $3,166
Stock options exercisable as
of December 31, 2012 . . . 113,688 $0.34 3.53 $2,989
(1) After excluding 195 thousand restricted stock awards included in the table above, 171,796 thousand shares are available for grant under
the Stock Plans as of December 31, 2012.
(2) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the
assessed fair value of our common stock as of December 31, 2011 and the closing market price of our common stock as of December 31,
2012.
(3) During the year ended December 31, 2012 69,196 thousand RSUs were vested and the total grant date fair value of these RSUs vested is
$9.14. As of December 31, 2012 and 2011, we have 113,044 thousand and 153,943 thousand of unvested RSUs.
Under net settlement procedures currently applicable to our outstanding RSUs for current and former
employees, upon each settlement date, RSUs are withheld to cover the required withholding tax, which is based
on the value of the RSU on the settlement date as determined by the closing price of our common stock on the
trading day immediately preceding the applicable settlement date. The remaining amounts are delivered to the
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