The Company has stock option plans under which employees have been granted options to purchase shares of the Company’s common stock at prices established by the Compensation and Benefits Committee of the Board of Directors. The 1990, 1995 and 1998 Stock Option Plans made available 16,000,000, 24,000,000 and 10,000,000 shares of the Company’s common stock for the granting of options, respectively. At September 30, 1999, shares available for future grant under the 1990, 1995, and 1998 Plans were 175,767, 3,336,391, and 9,950,000, respectively. All stock plan data has been retroactively restated to reflect the two-for-one stock splits in 1998, 1996 and 1993, where applicable.

A summary of changes in outstanding options is as follows:

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The maximum term of options is ten years. Options outstanding as of September 30, 1999 expire on various dates from May 2000 through March 2009.
(A) The Company granted 73,074 of options to purchase shares of the Company’s common stock to eligible employees of a business acquired in fiscal 1999.

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As permitted by SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company has adopted the disclosure-only provision of the Statement and applies APB Opinion No. 25 and related interpretations in accounting for its employee stock plans.

The 1990 Plan has a provision whereby unqualified options may be granted at, below, or above market value of the Company’s stock. If the option price is less than the market value of the Company’s stock on the date of grant, the discount is recorded as compensation expense over the service period in accordance with the provisions of APB Opinion No. 25. There was no such compensation expense in 1999, 1998 or 1997.

Under certain circumstances, the stock option plans permit the optionee the right to receive cash and/or stock at the Company’s discretion equal to the difference between the market value on the date of exercise and the option price. This difference would be recorded as compensation expense over the vesting period.

The following pro forma net income and earnings per share information has been determined as if the Company had accounted for its stock-based compensation awards issued subsequent to October 1, 1995 using the fair value method. Under the fair value method, the estimated fair value of awards would be charged against income on a straight-line basis over the vesting period which generally ranges from zero to three years. The pro forma effect on net income for 1999, 1998 and 1997 is not representative of the pro forma effect on net income in future years since compensation cost is allocated on a straight-line basis over the vesting periods of the grants, which extends beyond the reported years.

 




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