微软不再给员工股票期权
作者：
西岸
责任编辑：阚智
来源：
《电脑商情报》
时间：2003-07-09 05:17
关键字：
微软 期权
Microsoft Corp. plans to end its employee stock-option program and begin awarding its 50,000 employees actual shares of Microsoft stock, a radical step that is likely to be a milestone in the debate over the use of options for employee compensation.
The change, part of a major overhaul of the company's compensation scheme, will begin in September. At that time, all Microsoft employees will become eligible to receive awards of restricted shares, which vest over a five-year period and gradually transfer ownership of the stock to them.
Microsoft announced the change after the close of regular trading Tuesday. Its shares were down 8 cents in after-hours trading, according to Island ECN, after finishing the regular session up 28 cents at $27.70 on the Nasdaq Stock Market.
Microsoft's move, the result of a year of review by the Redmond, Wash., company's top management team, is a momentous decision for a giant that helped define the stock-option culture that created thousands of millionaires at technology companies. It also puts the company at odds with some Silicon Valley companies, such as longtime partner Intel Corp., which vociferously defend the use of options.
The change, Microsoft officials said, largely reflects the fact that many employees who have joined the company in recent years hold options with strike prices that are above the current value of Microsoft's shares -- making them worthless, or under water, in compensation parlance.
As part of its new plan, the company hopes to help employees realize some value on the worthless options by selling them to a financial institution. Under that plan, which would be voluntary, employees would receive cash from that sale that reflects the strike price of their options and Microsoft's current share price.
The option-sale scheme must be approved by the Securities and Exchange Commission. Microsoft's restricted-stock plan is also unusual; most companies that issue restricted shares give them to executives, where Microsoft intends to give them to all rank-and-file workers.
"This pioneering program reaffirms our commitment to creating an environment that encourages people to do their best work, and where the value of your individual contribution and our collective effort is appropriately recognized," wrote Steve Ballmer, Microsoft's chief executive officer, in an internal e-mail to employees.
But the move could significantly change Microsoft's financial statements. The company said it will record an expense for the restricted stock in its future financial statements, and will also go back and restate past earnings to reflect the cost of all equity-based compensation, including options. The company had no immediate estimate of the effect of the plan on its income statement.
But Microsoft previously estimated the impact of deducting the cost of options as an expense in the fiscal year ended in June 2002, if the company adopted an accounting change that many other corporations have adopted or are considering. Microsoft said its net income would have been $5.35 billion -- nearly 32% less than the $7.83 billion it reported, or down by more than $2.74 billion -- if it expensed options in that fiscal year.
Proponents of stock options, like Intel Chairman Andy Grove, defend their use as a way to tie employees' interests with the financial health of their company. They argue that expensing them doesn't make sense, since they are really an expense to shareholders that is taken into effect by the increased dilution in the number of total shares outstanding. Mr. Grove and other Intel executives also say there is no way to accurately record their value, so that expensing them will make a company's financial statements prone to errors.
Advocates of expensing, such as investor Warren Buffett, insist that options have a value to a company that should be calculated and reported. In his letter to employees, Mr. Ballmer argued that its new restricted-stock program will also align employee interests with those of other shareholders, and is both more stable and more predictable than options.
Though the restricted-stock program is potentially open to all employees, Microsoft said a portion of stock awards to more than 600 of the company's senior leaders would be contingent upon growth "in the number and satisfaction" of Microsoft customers, tying their compensation even more closely to the company's performance.
Microsoft didn't provide a precise formula for valuing "underwater" options that employees may choose to sell to the financial-services firm. But it gave this example: If Microsoft's shares were trading at $25, options with an exercise price ranging from $33 to $34 are expected to be sold for about $1.80 to $2.10 each, the company said.
The change, part of a major overhaul of the company's compensation scheme, will begin in September. At that time, all Microsoft employees will become eligible to receive awards of restricted shares, which vest over a five-year period and gradually transfer ownership of the stock to them.
Microsoft announced the change after the close of regular trading Tuesday. Its shares were down 8 cents in after-hours trading, according to Island ECN, after finishing the regular session up 28 cents at $27.70 on the Nasdaq Stock Market.
Microsoft's move, the result of a year of review by the Redmond, Wash., company's top management team, is a momentous decision for a giant that helped define the stock-option culture that created thousands of millionaires at technology companies. It also puts the company at odds with some Silicon Valley companies, such as longtime partner Intel Corp., which vociferously defend the use of options.
The change, Microsoft officials said, largely reflects the fact that many employees who have joined the company in recent years hold options with strike prices that are above the current value of Microsoft's shares -- making them worthless, or under water, in compensation parlance.
As part of its new plan, the company hopes to help employees realize some value on the worthless options by selling them to a financial institution. Under that plan, which would be voluntary, employees would receive cash from that sale that reflects the strike price of their options and Microsoft's current share price.
The option-sale scheme must be approved by the Securities and Exchange Commission. Microsoft's restricted-stock plan is also unusual; most companies that issue restricted shares give them to executives, where Microsoft intends to give them to all rank-and-file workers.
"This pioneering program reaffirms our commitment to creating an environment that encourages people to do their best work, and where the value of your individual contribution and our collective effort is appropriately recognized," wrote Steve Ballmer, Microsoft's chief executive officer, in an internal e-mail to employees.
But the move could significantly change Microsoft's financial statements. The company said it will record an expense for the restricted stock in its future financial statements, and will also go back and restate past earnings to reflect the cost of all equity-based compensation, including options. The company had no immediate estimate of the effect of the plan on its income statement.
But Microsoft previously estimated the impact of deducting the cost of options as an expense in the fiscal year ended in June 2002, if the company adopted an accounting change that many other corporations have adopted or are considering. Microsoft said its net income would have been $5.35 billion -- nearly 32% less than the $7.83 billion it reported, or down by more than $2.74 billion -- if it expensed options in that fiscal year.
Proponents of stock options, like Intel Chairman Andy Grove, defend their use as a way to tie employees' interests with the financial health of their company. They argue that expensing them doesn't make sense, since they are really an expense to shareholders that is taken into effect by the increased dilution in the number of total shares outstanding. Mr. Grove and other Intel executives also say there is no way to accurately record their value, so that expensing them will make a company's financial statements prone to errors.
Advocates of expensing, such as investor Warren Buffett, insist that options have a value to a company that should be calculated and reported. In his letter to employees, Mr. Ballmer argued that its new restricted-stock program will also align employee interests with those of other shareholders, and is both more stable and more predictable than options.
Though the restricted-stock program is potentially open to all employees, Microsoft said a portion of stock awards to more than 600 of the company's senior leaders would be contingent upon growth "in the number and satisfaction" of Microsoft customers, tying their compensation even more closely to the company's performance.
Microsoft didn't provide a precise formula for valuing "underwater" options that employees may choose to sell to the financial-services firm. But it gave this example: If Microsoft's shares were trading at $25, options with an exercise price ranging from $33 to $34 are expected to be sold for about $1.80 to $2.10 each, the company said.
