OWW » Topics » Stock Options

This excerpt taken from the OWW 8-K filed Sep 4, 2009.
Stock Options
 
Stock options granted by Cendant to its employees generally expired ten years from the grant date. In 2004, Cendant adopted performance and time vesting criteria for stock option grants. The predetermined performance criteria determined the number of options that would ultimately vest and were based on the growth of Cendant’s earnings and cash flows over the vesting period of the respective award. The number of options that vested ranged from 0% to 200% of the base award. Vesting occurred over a four-year period, but did not exceed 25% of the base award in each of the three years following the grant date. All unvested stock options vested 30 days subsequent to the separation of certain subsidiaries of Cendant. Cendant’s policy was to grant stock options with exercise prices at the then-current fair market value.


39


 

 
ORBITZ WORLDWIDE, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
The table below summarizes our stock option activity under the Cendant Plan during the period from January 1, 2006 to August 22, 2006:
 
                 
    Predecessor  
    Period from January 1, 2006 to
 
    August 22, 2006  
          Weighted
 
          Average
 
          Exercise
 
    Number of
    Price
 
    Options     (per share)  
 
Outstanding at beginning of period
    3,098,203     $ 14.42  
Exercised
    (1,041 )     17.15  
Forfeited/cancelled
    (211,939 )     14.35  
Vested/converted as a result of the Blackstone Acquisition
    (2,885,223 )     14.41  
                 
Outstanding at end of period
           
                 
 
This excerpt taken from the OWW DEF 14A filed Apr 22, 2009.
Stock Options
 
The exercise price of the stock options is equal to the fair market value of the underlying common stock on the date of grant, which is defined in the Equity and Incentive Plan as the mean between the highest and lowest reported sales price per share of our common stock on the date of grant (or if the date of grant is not a trading day, on the last preceding date on which there was a sale of our common stock). The stock options granted to our named executive officers in fiscal year 2008 vest in four equal installments on the first, second, third and fourth anniversaries of the date of grant, subject to the individual’s continued employment with the Company. However, under the terms of the stock option award agreement entered into with each named executive officer, if the named executive officer is terminated without cause prior to the full vesting of the stock option, then the named executive officer will be credited with one (1) additional year of vesting under the stock option award. Further, if anytime following a change in control, a named executive officer either (i) is terminated without cause or (ii) resigns due to a constructive termination, the stock option will become fully vested and exercisable upon the change in control.
 
This excerpt taken from the OWW 10-K filed Mar 11, 2009.
Stock Options
 
Stock options granted by Cendant to its employees generally expired ten years from the grant date. In 2004, Cendant adopted performance and time vesting criteria for stock option grants. The predetermined performance criteria determined the number of options that would ultimately vest and were based on the growth of Cendant’s earnings and cash flows over the vesting period of the respective award. The number of options that vested ranged from 0% to 200% of the base award. Vesting occurred over a four-year period, but did not exceed 25% of the base award in each of the three years following the grant date. All unvested stock options vested 30 days subsequent to the separation of certain subsidiaries of Cendant. Cendant’s policy was to grant stock options with exercise prices at the then-current fair market value.


104


Table of Contents

 
ORBITZ WORLDWIDE, INC.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
The table below summarizes our stock option activity under the Cendant Plan during the period from January 1, 2006 to August 22, 2006:
 
                 
    Predecessor  
    Period from January 1, 2006 to
 
    August 22, 2006  
          Weighted
 
          Average
 
          Exercise
 
    Number of
    Price
 
    Options     (per share)  
 
Outstanding at beginning of period
    3,098,203     $ 14.42  
Exercised
    (1,041 )     17.15  
Forfeited/cancelled
    (211,939 )     14.35  
Vested/converted as a result of the Blackstone Acquisition
    (2,885,223 )     14.41  
                 
Outstanding at end of period
           
                 
 
This excerpt taken from the OWW 10-Q filed Nov 12, 2008.
Stock Options
 
The table below summarizes the option activity under the Plan during the nine months ended September 30, 2008:
 
                                 
                Weighted Average
       
          Weighted Average
    Remaining
    Aggregate
 
          Exercise Price
    Contractual Term
    Intrinsic
 
    Shares     (per share)     (in years)     Value(a)  
 
Outstanding at December 31, 2007
    2,560,676     $ 14.96       9.6          
Granted
    2,123,360     $ 6.27       6.7          
Forfeited
    (252,453 )   $ 14.14       8.6          
                                 
Outstanding at September 30, 2008
    4,431,583     $ 10.85       7.8        
                                 
Exercisable at September 30, 2008
    731,205     $ 15.00       8.8        
                                 
 
  (a)  The aggregate intrinsic value for stock options outstanding at September 30, 2008 was almost nil. The exercise price of stock options exercisable at September 30, 2008 exceeded the market value, and therefore, the aggregate intrinsic value for these stock options was zero.


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Table of Contents

 
ORBITZ WORLDWIDE, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
The exercise price of stock options granted under the Plan is equal to the fair market value of the underlying stock on the date of grant. Stock options generally expire seven to ten years from the grant date. The stock options granted at the time of the IPO as additional compensation to our employees who previously held equity awards under Travelport’s long-term incentive plan vest quarterly over a three-year period. All other stock options granted vest annually over a four-year period. The fair value of stock options on the date of grant is amortized on a straight-line basis over the requisite service period.
 
The fair value of stock options granted under the Plan is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted average assumptions for stock options granted during the nine months ended September 30, 2008 are outlined in the following table. Expected volatility is based on implied volatilities for publicly traded options and historical volatility for comparable companies over the estimated expected life of the stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method,” as defined in SEC Staff Accounting Bulletin No. 110, “Share-Based Payments.” The risk-free interest rate is based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the stock options. We use historical turnover to estimate employee forfeitures.
 
         
Assumptions:
     
 
Dividend yield
     
Expected volatility
    41%  
Expected life (in years)
    4.76  
Risk-free interest rate
    3.63%  
 
Based on the above assumptions, the weighted average grant date fair value of stock options granted during the nine months ended September 30, 2008 was $2.54.
 
This excerpt taken from the OWW 10-Q filed Aug 28, 2008.

Stock Options

        The exercise price of stock options is equal to the fair market value of the underlying stock on the date of grant. All stock options expire ten years from the grant date. The stock options granted as additional compensation to the employees who previously held the Travelport equity awards vested 5.555% in August 2007 and will vest an additional 8.586% on each subsequent November, February, May and August through February 2010, and become fully vested on May 2010. All other stock options granted vest annually over a four-year period. The fair value of stock options on the date of grant is amortized on a straight-line basis over the requisite service period.

18


ORBITZ WORLDWIDE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

(All amounts are in millions, except share and per share data, unless otherwise noted)

12. Equity-Based Compensation (Continued)

        The fair value of stock options granted from the Plan's inception on July 18, 2007 to September 30, 2007 was estimated on the date of grant using the Black-Scholes option-pricing model with the weighted average assumptions outlined in the table below. Expected volatility is based on implied volatilities for publicly traded options and historical volatility for comparable companies over the estimated expected life of the stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the "simplified method," as defined in SEC Staff Accounting Bulletin No. 107, "Share-Based Payments." The risk-free interest rate is based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the stock options. The Company uses historical turnover to estimate employee forfeitures.

Assumptions:

   
 
Dividend yield    
Expected volatility   38 %
Expected life (in years)   6.16  
Risk-free interest rate   4.86 %

        Based on the above assumptions, the weighted average grant-date fair value of stock options granted from July 18, 2007 to September 30, 2007 was $6.90.

        The table below summarizes the option activity under the Plan from July 18, 2007 to September 30, 2007:

 
  Shares
  Weighted Average
Exercise Price
(per share)

  Weighted Average
Remaining
Contractual Term
(in years)

  Aggregate
Intrinsic
Value

Beginning Balance at July 18, 2007            
Granted   2,717,925   $ 15.00   9.8    
   
 
 
 
Ending Balance at September 30, 2007   2,717,925   $ 15.00   9.8  
   
 
 
 
Exercisable at September 30, 2007   27,495   $ 15.00   9.8  
   
 
 
 

        Intrinsic value for stock options is defined as the difference between the current market value and the exercise price. The exercise price of stock options outstanding and exercisable at September 30, 2007 exceeded the market value and therefore, the aggregate intrinsic value was zero.

        The total number of stock options that vested during the period from July 18, 2007 to September 30, 2007 and the total fair value thereof was 27,495 and almost nil, respectively.

This excerpt taken from the OWW 10-K filed Aug 28, 2008.

Stock Options

        Stock options granted by Cendant to its employees generally expired ten years from the grant date. In 2004, Cendant adopted performance and time vesting criteria for stock option grants. The predetermined performance criteria determined the number of options that would ultimately vest and were based on the growth of Cendant's earnings and cash flows over the vesting period of the respective award. The number of options that vested ranged from 0% to 200% of the base award. Vesting occurred over a four-year period, but did not exceed 25% of the base award in each of the three years following the grant date. All unvested stock options vested 30 days subsequent to the separation of certain subsidiaries of Cendant. Cendant's policy was to grant stock options with exercise prices at the then-current fair market value.

        The table below summarizes our stock option activity under the Cendant Plan during the period from January 1, 2006 to August 22, 2006 and the year ended December 31, 2005:

 
  Predecessor
 
  Period January 1, 2006 to August 22, 2006
  Year Ended December 31, 2005
 
  Number of Options
  Weighted Average Exercise Price (per share)
  Number of Options
  Weighted Average Exercise Price (per share)
Outstanding at beginning of year or period   3,098,203   $ 14.42   3,589,501   $ 14.31
Granted(a)         103,446     20.03
Exercised   (1,041 )   17.15   (343,774 )   13.55
Forfeited/cancelled   (211,939 )   14.35   (250,970 )   16.38
Vested/converted as a result of the Blackstone Acquisition   (2,885,223 )   14.41      
   
 
 
 
Outstanding at end of year or period         3,098,203   $ 14.42
   
 
 
 
(a)
In 2005, the stated value reflects the maximum number of stock options assuming achievement of all performance and time vesting criteria.

        The fair value of stock options granted during the year ended December 31, 2005 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

Assumptions:

   
 
Dividend yield   1.7 %
Expected volatility   30.0 %
Expected life (in years)   5.5  
Risk-free interest rate   3.8 %

104


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Equity-Based Compensation (Continued)

        Based on the above assumptions, the weighted average grant-date fair value of stock options granted during the year ended December 31, 2005 was $5.89.

This excerpt taken from the OWW 10-Q filed Aug 8, 2008.
Stock Options
 
The table below summarizes the option activity under the Plan during the six months ended June 30, 2008:
 
                                 
                Weighted Average
       
          Weighted Average
    Remaining
    Aggregate
 
          Exercise Price
    Contractual Term
    Intrinsic
 
    Shares     (per share)     (in years)     Value(a)  
 
Outstanding at December 31, 2007
    2,560,676     $ 14.96       9.6          
Granted
    2,078,486     $ 6.28       7.0          
Forfeited
    (227,450 )   $ 15.00       9.1          
                                 
Outstanding at June 30, 2008
    4,411,712     $ 10.87       8.1        
                                 
Exercisable at June 30, 2008
    235,583     $ 15.00       9.1        
                                 
 
  (a)  The exercise price of stock options outstanding and exercisable at June 30, 2008 exceeded the market value, and therefore, the aggregate intrinsic value for these stock options was zero.
 
The exercise price of stock options granted under the Plan is equal to the fair market value of the underlying stock on the date of grant. Stock options generally expire seven to ten years from the grant date. The stock options granted at the time of the IPO as additional compensation to our employees who previously held equity awards under Travelport’s long-term incentive plan vest quarterly over a three-year period. All other stock options granted vest annually over a four-year period. The fair value of stock options on the date of grant is amortized on a straight-line basis over the requisite service period.
 
The fair value of stock options granted under the Plan is estimated on the date of grant using the Black-Scholes option-pricing model. The weighted average assumptions for stock options granted during the six months ended June 30, 2008 are outlined in the following table. Expected volatility is based on implied volatilities for publicly traded options and historical volatility for comparable companies over the estimated expected life of the stock options. The expected life represents the period of time the stock options are expected to be outstanding and is based on the “simplified method,” as defined in SEC Staff Accounting Bulletin No. 110, “Share-Based Payments.” The risk-free interest rate is based on yields on U.S. Treasury


18


Table of Contents

 
ORBITZ WORLDWIDE, INC.
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
strips with a maturity similar to the estimated expected life of the stock options. We use historical turnover to estimate employee forfeitures.
 
         
Assumptions:
     
 
Dividend yield
     
Expected volatility
    41%  
Expected life (in years)
    4.76  
Risk-free interest rate
    3.64%  
 
Based on the above assumptions, the weighted average grant date fair value of stock options granted during the six months ended June 30, 2008 was $2.54.
 
This excerpt taken from the OWW DEF 14A filed Mar 24, 2008.

Stock Options

        The exercise price of stock options is equal to the fair market value of the underlying common stock on the date of grant. Fair market value is defined under the Equity and Incentive Plan as the mean between the highest and lowest reported sales price per share of our common stock for the last preceding date on which there was a sale. We value stock options granted to our employees on the date of grant using the Black-Scholes valuation model, which incorporates a number of variables, including the price of our common stock, exercise price, expected life, expected volatility, dividend yield, and the risk-free rate. The stock options granted as additional compensation to our employees who held unvested Travelport equity awards as of the date of our initial public offering vested 5.555% in August 2007, will vest an additional 8.586% on each subsequent November, February, May and August through February 2010, and will become fully vested on May 2010. All other stock options granted in fiscal year 2007 vest annually in equal increments over a four-year period.

This excerpt taken from the OWW 10-K filed Mar 21, 2008.

Stock Options

        Stock options granted by Cendant to its employees generally expired ten years from the grant date. In 2004, Cendant adopted performance and time vesting criteria for stock option grants. The predetermined performance criteria determined the number of options that would ultimately vest and were based on the growth of Cendant's earnings and cash flows over the vesting period of the respective award. The number of options that vested ranged from 0% to 200% of the base award. Vesting occurred over a four-year period, but did not exceed 25% of the base award in each of the three years following the grant date. All unvested stock options vested 30 days subsequent to the separation of certain subsidiaries of Cendant. Cendant's policy was to grant stock options with exercise prices at the then-current fair market value.

        The table below summarizes our stock option activity under the Cendant Plan during the period from January 1, 2006 to August 22, 2006 and the year ended December 31, 2005:

 
  Predecessor
 
  Period January 1, 2006 to August 22, 2006
  Year Ended December 31, 2005
 
  Number of Options
  Weighted Average Exercise Price (per share)
  Number of Options
  Weighted Average Exercise Price (per share)
Outstanding at beginning of year or period   3,098,203   $ 14.42   3,589,501   $ 14.31
Granted(a)         103,446     20.03
Exercised   (1,041 )   17.15   (343,774 )   13.55
Forfeited/cancelled   (211,939 )   14.35   (250,970 )   16.38
Vested/converted as a result of the Blackstone Acquisition   (2,885,223 )   14.41      
   
 
 
 
Outstanding at end of year or period         3,098,203   $ 14.42
   
 
 
 
(a)
In 2005, the stated value reflects the maximum number of stock options assuming achievement of all performance and time vesting criteria.

        The fair value of stock options granted during the year ended December 31, 2005 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

Assumptions:

   
 
Dividend yield   1.7 %
Expected volatility   30.0 %
Expected life (in years)   5.5  
Risk-free interest rate   3.8 %

104


ORBITZ WORLDWIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Equity-Based Compensation (Continued)

        Based on the above assumptions, the weighted average grant-date fair value of stock options granted during the year ended December 31, 2005 was $5.89.

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