| 2003 PROXY STATEMENT: COMPENSATION OF NAMED EXECUTIVE OFFICERS |
PAGE 2 OF 10 |
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
|
| Individual Grants |
 |
| Name |
|
Number of Securities Underlying Options/
SARs
Granted |
|
Percentage of Total Options/SARs Granted to Employees in Fiscal Year |
|
Exercise or Base Price Per Share |
|
Expiration Date |
|
Grant Date Present Value(c) |
|
| D. A. Carp |
|
175,000 |
(a) |
|
|
.00868 |
|
$ |
36.66 |
|
11/21/12 |
|
$ |
1,438,500 |
| |
| R. H. Brust |
|
42,000 |
(a) |
|
|
.00208 |
|
|
36.66 |
|
11/21/12 |
|
|
345,240 |
| |
| M. M. Coyne |
|
36,000 |
(a) |
|
|
.00179 |
|
|
36.66 |
|
11/21/12 |
|
|
295,920 |
| |
| M. P. Morley |
|
35,000 |
(a) |
|
|
.00174 |
|
|
36.66 |
|
11/21/12 |
|
|
287,700 |
| |
| D. P. Palumbo |
|
36,400
133,043 |
(a)
(b) |
|
|
.00181
.00660 |
|
|
36.66
31.30 |
|
11/21/12
5/18/07-11/15/11 |
|
|
299,208
796,928 |
|
| (a) |
These options were granted in November 2002 under the management stock option program. Termination of employment, for other
than death or a permitted reason, prior to the first anniversary of the grant date results in forfeiture of the options. Thereafter,
termination of employment prior to vesting results in forfeiture of the options unless the termination is due to retirement, death,
disability or an approved reason. Vesting accelerates upon death. One third of the options vest on each of the first three
anniversaries of the date of grant.
|
| (b) |
These options were granted to D. P. Palumbo on August 26, 2002, under the Stock Option Exchange Program; they expire
on the following dates: 733 on May 18, 2007; 2,500 on February 11, 2008; 69 on March 12, 2008; 4,700 on April 1, 2008;
390 on March 11, 2009; 8,251 on March 31, 2009; 13,333 on February 29, 2010; 66,667 on October 1, 2010, and 36,400 on
November 15, 2011.
|
| (c) |
The present value of these options was determined using the Black-Scholes model of option valuation in a manner consistent with
the requirements of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." For the
options granted in November 2002 under the management stock option program, the following weighted-average assumptions were
used: risk-free interest rate - 3.8%, expected option life - 7 years, expected volatility - 34%, and expected dividend yield -
5.76%. For the options granted under the Stock Option Exchange Program, the following weighted-average assumptions were used:
risk-free interest rate - 2.9%, expected option life - 4 years, expected volatility - 37%, and expected dividend yield - 5.76%.
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