ODFL » Topics » Stock Options

This excerpt taken from the ODFL DEF 14A filed Apr 18, 2006.

Stock Options

Our Board of Directors and shareholders approved and adopted the 1991 Employee Stock Option Plan of Old Dominion Freight Line, Inc. (the “Option Plan”) under which 843,750 shares of our common stock, as adjusted for the three-for-two stock splits that occurred on June 16, 2003, May 20, 2004 and November 30, 2005, were reserved for the benefit of key employees. The Stock Option Plan Committee of the Board of Directors was formed to administer the Option Plan. Earl E. Congdon and John R. Congdon were not eligible to participate in the Option Plan.

The Option Plan did not allow any options to be granted after August 31, 2001 and limited the period during which the options could be exercised to ten years from the date of grant. At year-end 2005, there were no outstanding unexcercised options.

The Option Plan provided for the granting of stock options that qualify as incentive stock options pursuant to Section 422 of the Internal Revenue Code as well as nonqualified options. After giving effect to the stock splits, options to purchase 756,000 shares were granted, all of which were granted as incentive options.

 

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The following table reflects cumulative information for the last fiscal year regarding exercises under the Option Plan:

 

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

(a)    (b)    (c)    (d)    (e)

Name

   Shares Acquired
on Exercise (#)
   Value Realized
($) (1)
  

Number of Securities Underlying
Unexercised Options at FY-End

Exercisable/Unexercisable (#)

  

Value of Unexercised In-The-

Money Options at FY-End

Exercisable/Unexercisable ($)

Earl E. Congdon (2)

   —        —      —      —  

David S. Congdon

   3,375    $ 56,531    —      —  

John B. Yowell

   3,375    $ 56,531    —      —  

John R. Congdon (2)

   —        —      —      —  

J. Wes Frye

   5,063    $ 84,805    —      —  

(1) Value realized is calculated by subtracting the exercise price from the closing price of our stock on the exercise date.
(2) Not eligible to participate in the Option Plan.
This excerpt taken from the ODFL 10-K filed Mar 16, 2006.

Note 7. Stock Options

In 1991, our Board of Directors and shareholders adopted the 1991 Employee Stock Option Plan (“Plan”) under which 843,750 shares of common stock, as adjusted for stock splits, were reserved for stock option grants to certain officers and employees. All options granted under the Plan were incentive stock options. The Plan called for options to be granted at prices not less than the fair market value on the date the option was granted, which means the closing price of a share of common stock as reported on the Nasdaq National Market on such day or the preceding day if the shares were not traded in the Nasdaq system on the grant day. On the date the option was granted, the Stock Option Plan Committee of the Board of Directors determined the period during which the option could be exercised; however, under the terms of the Plan, the option period could not extend more than ten years from the date on which the option was granted. Options could not be granted under the Plan after August 31, 2001. A summary of the changes in the number of common shares subject to option during the years ended December 31, 2005, 2004 and 2003 is provided below. Shares and per share amounts have been restated for the three-for-two stock splits that occurred in each of 2005, 2004, and 2003.

 

       Number of
options
     Per share
option price
     Weighted average
exercise price

Balance as of December 31, 2002

     230,850      $2.963 - $5.703      $ 5.141

Granted

     —        —          —  

Exercised

     (183,600 )    $2.963 - $5.703      $ 5.261

Canceled

     —        —          —  
                      

Balance as of December 31, 2003

     47,250      $2.963 - $5.629      $ 4.677

Granted

     —        —          —  

Exercised

     (30,375 )    $5.629      $ 5.629

Canceled

     —        —          —  
                      

Balance as of December 31, 2004

     16,875      $2.963      $ 2.963

Granted

     —        —          —  

Exercised

     (16,875 )    $2.963      $ 2.963

Canceled

     —        —          —  
                      

Balance as of December 31, 2005

     —        —          —  
                

At December 31, 2005 there were no remaining exercisable options under the Plan.

This excerpt taken from the ODFL DEF 14A filed Apr 15, 2005.

Stock Options

 

Our Board of Directors and shareholders approved and adopted the 1991 Employee Stock Option Plan of Old Dominion Freight Line, Inc. (the “Option Plan”) for the benefit of key employees. The Option Plan covers 562,500 shares of our Common Stock after adjusting for the three-for-two stock splits that occurred on June 16, 2003, and May 20, 2004. The Option Plan provides for the granting of stock options that qualify as incentive stock options pursuant to Section 422 of the Internal Revenue

 

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Code as well as nonqualified options. Earl E. Congdon and John R. Congdon are not eligible to participate in the Option Plan.

 

The Option Plan does not allow any options to be granted after August 31, 2001; therefore, no options were granted in 2004.

 

After giving effect to the stock splits, options to purchase 504,000 shares have been granted. As of March 23, 2005, there are options outstanding covering 11,250 shares of Common Stock at an exercise price of $4.444 per share. All of the options have been granted as incentive options.

 

The following table reflects cumulative information for the last fiscal year regarding exercises under the Option Plan:

 

This excerpt taken from the ODFL 10-K filed Mar 16, 2005.

Note 7. Stock Options

 

In 1991, our Board of Directors and shareholders adopted the 1991 Employee Stock Option Plan (“Plan”) under which 250,000 shares of common stock are reserved for stock option grants to certain officers and employees. Options granted under the Plan may be incentive stock options or nonqualified stock options. The Plan provides that options may be granted at prices not less than the fair market value on the date the option is granted, which means the closing price of a share of common stock as reported on the Nasdaq National Market on such day or the preceding day if the shares are not traded in the Nasdaq system on the grant day. On the date the option is granted, the Stock Option Plan Committee of the Board of Directors determines the period during which the option may be exercised; however, under the terms of the Plan, the option period cannot extend more than ten years from the date on which the option is granted. Options may not be granted under the Plan after August 31, 2001. A summary of the changes in the number of common shares under option during the years ended December 31, 2004, 2003 and 2002 is provided below. Shares and per share amounts have been restated for the three-for-two stock splits that occurred in 2003 and 2004.

 

     Number of
options


   

Per share

option price


   Weighted average
Exercise price


Balance as of December 31, 2001

   250,875     $ 4.444 - $8.555    $ 7.642

Granted

   —         —        —  

Exercised

   (78,525 )   $ 4.444 - $7.945    $ 7.433

Canceled

   (18,450 )     $7.945    $ 7.945
    

 

  

Balance as of December 31, 2002

   153,900     $ 4.444 - $8.555    $ 7.712

Granted

   —         —        —  

Exercised

   (122,400 )   $ 4.444 - $8.555    $ 7.891

Canceled

   —         —        —  
    

 

  

Balance as of December 31, 2003

   31,500     $ 4.444 - $8.444    $ 7.016

Granted

   —         —        —  

Exercised

   (20,250 )     $8.444    $ 8.444

Canceled

   —         —        —  
    

 

  

Balance as of December 31, 2004

   11,250       $4.444    $ 4.444
    

        

 

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Table of Contents

At December 31, 2004 there were 11,250 options exercisable. The weighted average remaining contractual life of outstanding options is 0.8 years.

 

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