ELN » Topics » Employee Equity Purchase Plans

This excerpt taken from the ELN 6-K filed Mar 30, 2009.
Employee Equity Purchase Plans
 
In June 2004, our shareholders approved the Employee Equity Purchase Plan (EEPP). The EEPP is a qualified plan under Sections 421 and 423 of the IRC and became effective on 1 January 2005 for eligible employees based in the United States (the U.S. Purchase Plan). The U.S. Purchase Plan allows eligible employees to purchase common shares at 85% of the lower of the fair market value at the beginning of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 (fair market value) per calendar year, 1,000 shares per offering period, and subject to certain IRC restrictions.
 
The board of directors, pursuant to the EEPP, subsequently established the Irish Sharesave Option Scheme 2004 and U.K. Sharesave Option Plan 2004, effective 1 January 2005, for employees based in Ireland and the United Kingdom, respectively (the Sharesave Plans). The Sharesave Plans allow eligible employees to purchase Ordinary Shares at no lower than 85% of the fair market value at the start of a 36-month saving period. No options are currently outstanding under the Sharesave Plans.

     
144
  Elan Corporation, plc 2008 Annual Report


Table of Contents

 
Notes to the Consolidated Financial Statements
 
In May 2006, our shareholders approved an increase of 1,500,000 shares in the number of shares available to employees to purchase in accordance with the terms of the EEPP. In total, 3,000,000 shares have been reserved for issuance under the Sharesave Plans and U.S. Purchase Plan combined. In 2008, 313,954 (2007: 272,931) shares were issued under the U.S. Purchase Plan and 29,946 shares were issued under the Sharesave Plans (2007: Nil). At 31 December 2008, 1,377,603 shares (2007: 1,721,053 shares) were reserved for future issuance under the EEPP.
 
The options issued under the Sharesave Plans were granted in 2005 and the estimated fair values of the options were expensed over the 36-month saving period from the grant date. The fair value per option granted under the Sharesave Plans in 2005 was $11.68. The weighted-average fair value of options granted under the U.S. Purchase Plan during the 12 months ended 31 December 2008 was $6.40. The estimated fair values of these options were charged to expense over the respective three-month offering periods. The estimated fair values of options granted under the U.S. Purchase Plan in the years ended 31 December, were calculated using the following inputs into the Black-Scholes option-pricing model:
 
             
    2008   2007
 
Share price
  $ 21.56   $ 16.36
Exercise price
  $ 18.33   $ 13.91
Expected volatility(1)
    74.0%     53.2%
Expected life
    3 months     3 months
Expected dividend yield
       
Risk-free interest rate
    1.46%     4.87%
 
(1)  The expected volatility was based on the implied volatility of traded options on our shares.
 
This excerpt taken from the ELN 20-F filed Feb 26, 2009.
Employee Equity Purchase Plans
 
In June 2004, our shareholders approved the Employee Equity Purchase Plan (EEPP). The EEPP is a qualified plan under Sections 421 and 423 of the IRC and became effective on January 1, 2005 for eligible employees based in the United States (the U.S. Purchase Plan). The U.S. Purchase Plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the beginning of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 (fair market value) per calendar year, 1,000 shares per offering period, and subject to certain IRC restrictions.
 
The board of directors, pursuant to the EEPP, subsequently established the Irish Sharesave Option Scheme 2004 and U.K. Sharesave Option Plan 2004, effective January 1, 2005, for employees based in Ireland and the United Kingdom, respectively (the Sharesave Plans). The Sharesave Plans allow eligible employees to purchase Ordinary Shares at no lower than 85% of the fair market value at the start of a 36-month saving period. No options are currently outstanding under the Sharesave Plans.
 
In May 2006, our shareholders approved an increase of 1,500,000 shares in the number of shares available to employees to purchase in accordance with the terms of the EEPP. In total, 3,000,000 shares have been reserved for issuance under the Sharesave Plans and U.S. Purchase Plan combined. In 2008, 313,954 (2007: 272,931) shares were issued under the U.S. Purchase Plan and 29,946 shares were issued under the Sharesave Plans (2007: Nil). As of December 31, 2008, 1,377,603 shares (2007: 1,721,053 shares) were reserved for future issuance under the EEPP.
 
The options issued under the Sharesave Plans were granted in 2005 and the estimated fair values of the options were expensed over the 36-month saving period from the grant date. The fair value per option granted under the Sharesave Plans in 2005 was $11.68. The weighted-average fair value of options granted under the U.S. Purchase Plan during the 12 months ended December 31, 2008 was $6.40. The estimated fair values of these options were charged to expense over the respective three-month offering periods. The estimated fair values of options granted


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Elan Corporation, plc
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
under the U.S. Purchase Plan in the years ended December 31, were calculated using the following inputs into the Black-Scholes option-pricing model:
 
                         
    2008     2007     2006  
 
Weighted-average share price
  $ 21.56     $ 16.36     $ 14.88  
Weighted-average exercise price
  $ 18.33     $ 13.91     $ 12.65  
Expected volatility(1)
    74.0 %     53.2 %     73.3 %
Expected life
    3 months       3 months       3 months  
Expected dividend yield
                 
Risk-free interest rate
    1.46 %     4.87 %     4.72 %
 
 
(1) The expected volatility was determined based on the implied volatility of traded options on our stock.
 
This excerpt taken from the ELN 6-K filed Mar 31, 2008.
Employee Equity Purchase Plans
 
In June 2004, our shareholders approved a qualified Employee Equity Purchase Plan (U.S. Purchase Plan), under Sections 421 and 423 of the IRC, which became effective on 1 January 2005 for eligible employees based in the United States. The plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the start of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 (fair market value) per calendar year, 1,000 shares per offering period, and are subject to certain IRC restrictions.
 
The board of directors approved the Irish Sharesave Option Scheme 2004 and U.K. Sharesave Option Plan 2004, effective 1 January 2005, for employees based in Ireland and the United Kingdom, respectively (the Irish and U.K. Sharesave Plans). The Irish and U.K. Sharesave Plans allow eligible employees to purchase Ordinary Shares at no lower than 85% of the fair market value at the start of the thirty-six month saving period. The plans allow eligible employees to save up to €320 per month under the Irish Scheme or 250 pounds Sterling under the U.K. Plan, which entitles them an option to buy common stock at a discounted price of $22.29 for a period of six months from 1 February 2008, the end of the first and only saving period.
 
In May 2006, our shareholders approved an increase of 1,500,000 shares in the number of shares available to employees to purchase in accordance with the terms of the U.S. Purchase Plan. In total, 3,000,000 shares have been reserved for issuance under the Irish and U.K. Sharesave Plans and U.S. Purchase Plan combined. In 2007, 272,931 (2006: 394,533) shares were issued under the U.S. Purchase Plan and as at 31 December 2007, 1,723,933 shares (2006: 2,006,966 shares) were reserved for future issuance under the U.S. Purchase Plan and Irish and U.K. Sharesave Plans.

Elan Corporation, plc 2007 Annual Report 109


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The weighted-average fair value of options granted under the U.S. Purchase Plan during 2007 was $4.31 (2006: $4.42). The estimated fair values of these options were charged to expense over the respective three-month offering periods. The options issued under the Irish and U.K. Sharesave Plans were granted in 2005 and the estimated fair values of the options are being expensed over the thirty-six month saving period from the grant date. The fair value per option granted under the Irish and U.K. Sharesave Plans in 2005 was $11.68. The estimated fair values of options granted under the U.S. Purchase Plan in the years ended 31 December, were calculated using the following weighted-average inputs into the Black-Scholes option-pricing model:
 
             
    2007   2006
 
Share price
    $16.36     $14.88
Exercise price
    $13.91     $12.65
Expected volatility(1)
    53.2%     73.3%
Expected life
    3 months     3 months
Expected dividend yield
       
Risk-free rate
    4.87%     4.72%
             
 
(1)  The expected volatility was based on the implied volatility of traded options on our shares.
 
This excerpt taken from the ELN 20-F filed Feb 28, 2008.
Employee Equity Purchase Plans
 
In June 2004, our shareholders approved a qualified Employee Equity Purchase Plan (U.S. Purchase Plan), under Sections 421 and 423 of the Internal Revenue Code (IRC), which became effective on January 1, 2005 for eligible employees based in the United States. The plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the start of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 (fair market value) per calendar year, 1,000 shares per offering period, and subject to certain IRC restrictions.
 
The board of directors approved the Irish Sharesave Option Scheme 2004 and UK Sharesave Option Plan 2004, effective January 1, 2005, for employees based in Ireland and the United Kingdom, respectively (the Irish and UK Sharesave Plans). The Irish and UK Sharesave Plans allow eligible employees to purchase Ordinary Shares at no lower than 85% of the fair market value at the start of the 36 month saving period. Eligible employees could save up to €320 per month under the Irish Scheme or £250 under the U.K. Plan, which entitles them to an option to buy common stock at $22.29 for a period of six months from February 1, 2008.
 
In May 2006, our shareholders approved an increase of 1,500,000 shares in the number of shares available to employees to purchase in accordance with the terms of the U.S. Purchase Plan. In total, 3,000,000 shares have been reserved for issuance under the Irish and U.K. Sharesave Plans and U.S. Purchase Plan combined. In 2007, 272,931 shares (2006: 394,533 shares) were issued under the U.S. Purchase Plan and as of December 31, 2007, 1,723,993 shares (2006: 2,006,966 shares) were reserved for future issuance under the U.S. Purchase Plan and Irish and U.K. Sharesave Plans.


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Table of Contents

This excerpt taken from the ELN 6-K filed Mar 30, 2007.
Employee Equity Purchase Plans
 
In June 2004, our shareholders approved a qualified Employee Equity Purchase Plan (US Purchase Plan), under Sections 421 and 423 of the IRC, which became effective on 1 January 2005 for eligible employees based in the United States. The plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the start of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 per calendar year, 1,000 shares per offering period, and are subject to certain IRC restrictions.
 
The board of directors approved the Irish Sharesave Option Scheme 2004 and UK Sharesave Option Plan 2004, effective 1 January 2005, for employees based in Ireland and the United Kingdom, respectively (the Irish/UK Sharesave Plans). The Irish/UK Sharesave Plans allow eligible employees to purchase at no lower than 85% of the fair market value at the start of the thirty-six month saving period. The plans allow eligible employees to save up to €320 per month under the Irish Scheme or 250 pounds Sterling under the UK Plan and they may purchase shares anytime within six months after the end of the saving period.
 
106 Elan Corporation, plc 2006 Annual Report


Table of Contents

 
Notes to the Consolidated Financial Statements

In May 2006, our shareholders approved an increase of 1,500,000 shares in the number of shares available to employees to purchase in accordance with the terms of the US Purchase Plan. In total, 3,000,000 shares have been reserved for issuance under the Irish/UK Sharesave Plans and US Purchase Plan combined. In 2006, 394,533 (2005: 542,429) shares were issued under the US Purchase Plan and as at 31 December 2006, 2,006,966 shares (2005: 957,571 shares) were reserved for future issuance under the US Purchase Plan and Irish/UK Sharesave Plans.
 
The weighted-average fair value of options granted under the US Purchase Plan during 2006 was $4.42 (2005: $3.56). The estimated fair values of these options were charged to expense over the respective three-month offering periods. The options issued under the Irish/UK Sharesave Plans were granted in 2005 and the estimated fair values of the options are being expensed over the thirty-six month saving period from the grant date. The fair value per option granted under the Irish/UK Sharesave Plans in 2005 was $11.68. The estimated fair values of options granted under the US Purchase Plan and Irish/UK Sharesave Plans were calculated using the following weighted-average inputs into the Black-Scholes option-pricing model:
 
                         
    2006   2005
 
        Irish/UK
      Irish/UK
    US Plan   Plans   US Plan   Plans
 
Share price
    $14.88         $12.89     $26.22
Exercise price
    $12.65         $10.96     $22.29
Expected volatility(1)
    73.3%         77.9%     53.8%
Expected life
    3 months         3 months     37 months
Expected dividend yield
               
Risk-free rate
    4.72%         2.93%     3.21%
                         
 
(1)  The expected volatility was based on the implied volatility of traded options on our shares.
 
This excerpt taken from the ELN 20-F filed Feb 28, 2007.
Employee Equity Purchase Plans
 
In June 2004, our shareholders approved a qualified Employee Equity Purchase Plan (US Purchase Plan), under Sections 421 and 423 of the Internal Revenue Code (IRC), which became effective on January 1, 2005 for eligible employees based in the United States. The plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the start of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 per calendar year, 1,000 shares per offering period, and subject to certain IRC restrictions.
 
The board of directors approved the Irish Sharesave Option Scheme 2004 and UK Sharesave Option Plan 2004, effective January 1, 2005, for employees based in Ireland and the United Kingdom, respectively (the Irish/UK Sharesave Plans). The Irish/UK Sharesave Plans allow eligible employees to purchase shares at no lower than 85% of the fair market value at the start of the thirty-six month saving period. The plan allows eligible employees to save up to €320 per month under the Irish Scheme or 250 pounds Sterling under the UK Plan and they may purchase shares anytime within six months after the end of the saving period.
 
In May 2006 our shareholders approved an increase of 1,500,000 shares in the number of shares available to employees to purchase in accordance with the terms of the US Purchase Plan. In total, 3,000,000 shares have been reserved for issuance under the Irish/UK Sharesave Plans and US Purchase Plan combined. In 2006, 394,533 shares (2005: 542,429 shares) were issued under the US Purchase Plan and as of December 31, 2006, 2,006,966 shares (2005: 957,571 shares) were reserved for future issuance under the US Purchase Plan and Irish/UK Sharesave Plans.
 
This excerpt taken from the ELN 6-K filed Mar 31, 2006.
Employee Equity Purchase Plans
In June 2004, our shareholders approved a qualified Employee Equity Purchase Plan (U.S. Purchase Plan), under Sections 421 and 423 of the Internal Revenue Code (IRC), which became effective on 1 January 2005 for eligible employees based in the United States. The plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the start of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 per calendar year, 1,000 shares per offering period, and are subject to certain IRC restrictions.
The board of directors approved the Irish Sharesave Option Scheme 2004 and U.K. Sharesave Option Plan 2004, effective 1 January 2005, for employees based in Ireland and the United Kingdom, respectively (the Irish/ U.K. Sharesave Plans). In total, 1,500,000 shares were reserved for issuance under the Irish/ U.K. Sharesave Plans and U.S. Purchase Plan combined. The Irish/ U.K. Sharesave Plans allow eligible employees to purchase at no lower than 85% of the fair market value at the start of the thirty-six month savings period. The plans allow eligible employees to save up to 320 Euro per month under the Irish Scheme or 250 pounds Sterling under the U.K. Plan and they may purchase shares anytime within six months after the end of the savings period.
In 2005, 542,429 shares (2004: Nil) were issued under the U.S. Purchase Plan, and at 31 December 2005, 957,571 shares (2004: 1,500,000) were reserved for future issuance under the U.S. Purchase Plan and Irish/ U.K. Sharesave Plans.
106 Elan Corporation, plc 2005 Annual Report


Table of Contents

Notes to the Consolidated Financial Statements
The weighted average fair values of options issued under the U.S. and Irish/ U.K. plans during 2005 were $3.56 and $14.24, respectively. These fair values were calculated using the following inputs into the Black-Scholes option-pricing model:
         
    2005
 
    U.S. Plan   Irish/U.K. Plans
 
Weighted average share price
  $12.89   $26.22
Weighted average exercise price
  $10.96   $22.29
Expected volatility(1)
  77.9%   53.8%
Expected life
  3 months   37 months
Expected dividend yield
   
Risk-free rate
  2.93%   3.21%
 
(1) The expected volatility was based on the implied volatility of traded options on our stock.
The binomial option-pricing model is used to estimate the fair value of our share options because it better reflects the possibility of exercise before the end of the options’ life. The binomial option-pricing model also integrates possible variations in model inputs such as risk-free interest rates and other inputs, which may change over the life of the options. Options issued under our employee equity purchase plans have relatively short contractual lives, or must be exercised within a short period of time after the vesting date, and the input factors identified above do not apply. Therefore, the Black-Scholes option-pricing model produces a fair value that is substantially the same as a more complex binomial option-pricing model for our employee equity purchase plans.
We recognised total expenses of $36.6 million and $15.1 million related to equity-settled share-based payment transactions during 2005 and 2004, respectively, calculated in accordance with the transition rules of IFRS 2, “Share-based Payment,” (IFRS 2). IFRS 2 requires that the fair value of share-based payments is expensed over the period that the related services are received, together with a corresponding increase in equity. In accordance with the exemption allowed on transition to IFRS, the fair value calculations have only been applied to share options granted after 7 November 2002 that had not vested by 1 January 2005. The expenses have been recognised in the following line items in the consolidated income statement:
                 
    2005   2004
    $m   $m
 
Cost of sales
    3.4       1.7  
Selling, general and administrative expenses
    23.2       8.9  
Research and development expenses
    10.0       4.5  
 
Total
    36.6       15.1  
 
This excerpt taken from the ELN 20-F filed Mar 30, 2006.
Employee Equity Purchase Plans
 
In June 2004, our shareholders approved a qualified Employee Equity Purchase Plan (U.S. Purchase Plan), under Sections 421 and 423 of the Internal Revenue Code (IRC), which became effective on January 1, 2005 for eligible employees based in the United States. The plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the start of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 per calendar year, 1,000 shares per offering period, and subject to certain IRC restrictions.
 
The board of directors approved the Irish Sharesave Option Scheme 2004 and U.K. Sharesave Option Plan 2004, effective January 1, 2005, for employees based in Ireland and the United Kingdom, respectively (the Irish/U.K. Sharesave Plans). In total, 1,500,000 shares were reserved for issuance under the Irish/U.K. Sharesave Plans and U.S. Purchase Plan combined. The Irish/U.K. Sharesave Plans allow eligible employees to purchase at no lower than 85% of the fair market value at the start of the thirty-six month saving period. The plan allows eligible


130


Table of Contents

 
Elan Corporation, plc
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

employees to save up to 320 Euro per month under the Irish Scheme or 250 pounds Sterling under the U.K. Plan and they may purchase shares anytime within six months after the end of the saving period.
 
In 2005, 542,429 shares were issued under the U.S. Purchase Plan (2004: Nil) and as of December 31, 2005, 957,571 shares (2004: 1,500,000 shares) were reserved for future issuance under the U.S. Purchase Plan and Irish/U.K. Sharesave Plans.
 
This excerpt taken from the ELN 6-K filed Apr 11, 2005.

Employee Equity Purchase Plans

In June 2004, our shareholders approved a qualified Employee Equity Purchase Plan (“U.S. Purchase Plan”), under Sections 421 and 423 of the Internal Revenue Code (“IRC”), which became effective on 1 January 2005 for eligible employees based in the U.S. The plan allows eligible employees to purchase common stock at 85% of the lower of the fair market value at the start of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 per calendar year, 1,000 shares per offering period, and subject to certain IRC restrictions.

 

 

98

Elan Corporation, plc 2004 Annual Report

 



Notes Relating to Financial Statements

The board of directors approved the Irish Sharesave Option Scheme 2004 and U.K. Sharesave Option Plan 2004, effective 1 January 2005, for employees based in Ireland and the United Kingdom, respectively (“the Irish/U.K. Sharesave Plans”). In total, 1,500,000 shares have been reserved for issuance under the Irish/U.K. Sharesave Plans and U.S. Purchase Plan combined. The Irish/U.K. Sharesave Plans allow eligible employees to purchase at no lower than 85% of the fair market value at the start of the thirty-six month offering period. The plans allow eligible employees to save up to 320 Euro per month under the Irish Scheme or 250 pounds Sterling under the U.K. Plan and they may purchase shares anytime within six months after the end of the savings period.

As at 31 December 2004, 1,500,000 shares were reserved for future issuance under the U.S. Purchase Plan and Irish/U.K. Sharesave Plans.

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