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ADDING PERFORMANCE MEASURES
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There are many ways in which performance measures for options can be introduced. For our purposes here, we ll take a look at five different strategies that offer a variety of solutions, depending on a company s needs. Basing the number of options granted on performance is a straightforward technique. The better the performance of the company or a particular division, the more options are granted to executives. The lower the performance, the fewer the options granted. If
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CHAPTER SEVEN Making Options Performance Based
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the performance fails to match a certain threshold, then no options are granted. This currently is the most common approach used. Many companies base the size of their annual option grants at least partially on individual or company performance. Accelerating vesting based on performance is another performance-based alternative. Accelerated vesting options are used currently because they have zero expense under current accounting rules. For example a company grants a certain number of options that will vest at some time in the future, such as in seven years. If certain earnings or other financial targets are hit, however, the options will vest sooner, perhaps in three years. Options may also be subject to accelerated vesting if the stock price reaches or exceeds a certain level for a sustained amount of time. Another alternative is to vest stock options only when performance targets are met. Here an executive is granted an initial number of options, say on 10,000 shares of stock. When the first goal is surpassed, 3000 options would vest; at the second goal, 3000 more options would vest; and then at the third goal, the remaining 4000 options would vest. If none of the goals were achieved by a specific time, three years for example, none of the options would vest. Accelerate the exercise price. This solves the problem of options providing a lucrative reward despite mediocre performance. These options only pay out if the stock performs better than some specified minimum growth rate. There are several ways to do this. One way is to have a variable exercise price that increases by a predetermined percentage per year. Unless the company s stock performs above a specified minimum threshold rate of growth, the option is not in-the-money. Another alternative is to increase the exercise price at a rate equal to the company s cost of capital. The cost of capital is the minimum rate of return a company has to pay to lenders and shareholders for the capital they provide. If the stock appreciation does not outpace the cost of capital, the option is not in-the-money. Utilizing indexed options requires the company to outperform the market or a group of peer companies. With indexed options the exercise price moves up and down with the stock market. The exercise price is tied to an index such as the Standard & Poor s 500, the Nasdaq Composite, or a basket of stocks representing a specific group of companies. Whatever the criteria, the
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options would only pay off only to the degree that the stock outperforms the benchmark. For example assume a company grants options with an exercise price of $10 when the stock is currently trading at $10. The exercise price, however, is tied to the performance of the stock market. If the market rises by 20 percent, then the exercise price becomes $12 a share. If the company s stock only goes up to $11 a share, the option is out of the money. On the other hand if the stock outperforms the market and trades at $15 a share, the option is in-themoney with a $3 potential gain. Consider what happens if the market (or the appropriate benchmark) declines by 20 percent. Then the exercise price is $8. If the stock were trading at $8 or above, the option would be at- or in-the-money. However, indexed options do not completely avoid the problem of underwater options. What indexed options can do is ameliorate it. Even if the exercise price declines along with the overall market (or benchmark) the option would have value as long as it outperformed the market.
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