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stock fund at the direction of plan
participants. Our contributions were $3.8 million for 2002, $4.4
million for 2001 and $3.9 million for 2000.
Under our qualified employee stock
purchase plan established in 1999, full-time, non-union employees
may purchase designated shares of our common stock at no more than
a 15% discounted price. Our employees purchased 46,431 shares in
2002 at an average price of $8.43 per share. Employees purchased
67,519 shares at an average price of $14.56 per share in 2001 and
employees purchased 249,050 shares at an average price of $14.00
per share in 2000. A total of 1,250,000 shares of common stock have
been reserved for issuance under this program.
Protection One also maintains a
savings plan. Contributions are allocated among participants based
upon the respective contributions made by the participants through
salary reductions during the year. Protection One’s matching contributions
may be made in Protection One common stock, in cash or in a combination
of both stock and cash. Protection One’s matching cash contribution
to the plan was approximately $1.1 million for 2002, $1.1 million
for 2001 and $0.7 million for 2000.
Protection One maintains a qualified
employee stock purchase plan that allows eligible employees to acquire
shares of Protection One common stock at no more than a 15% discounted
price. Employees purchased 151,244 shares in 2002 at an average
price of $1.69 per share. Employees purchased 489,791 shares at
an average price of $0.77 per share in 2001 and 145,523 shares at
an average price of $0.69 per share in 2000. A total of 1,650,000
shares of common stock have been reserved for issuance under this
program.
Stock Based Compensation Plans
We have a long-term incentive and
share award plan (LTISA Plan), which is a stock-based compensation
plan in which utility employees are eligible for awards. The LTISA
Plan was implemented as a means to attract, retain and motivate
employees and board members (plan participants). Under the LTISA
Plan, we may grant awards in the form of stock options, dividend
equivalents, share appreciation rights, restricted shares, RSUs,
performance shares and performance share units to plan participants.
Up to five million shares of common stock may be granted under the
LTISA Plan. Dividend equivalents accrue on the awarded RSUs. Dividend
equivalents are the right to receive cash equal to the value of
dividends paid on our common stock.
During 2002, 584,165 RSUs were granted
to a broad-based group of over 800 non-union employees. Each RSU
represents a right to receive one share of our common stock at the
end of the restricted period assuming performance criteria are met.
In addition, RSUs linked to 783,400 shares of Protection One common
stock and 12,193 shares of Guardian International, Inc. preferred
stock held by us were granted to certain officers. During 2001,
579,915 RSUs were granted. Also in 2000, non-union employees were
offered the opportunity to exchange their stock options for RSUs
of approximately equal economic value. As a result, 2,246,865 stock
options were canceled in 2000 in exchange for 614,741 RSUs. The
grant of RSUs is shown as a separate component of shareholders’
equity. Unearned compensation is being amortized to expense over
the vesting period. This compensation expense is shown as a separate
component of shareholders’ equity.
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During the second quarter of 2002, active
employees awarded RSUs in prior years were allowed to exchange eligible
RSUs for shares of common stock. As a result, approximately 145,000
RSUs were exchanged for approximately 105,000 shares of our common
stock. In addition, approximately 317,000 RSUs held by certain executive
officers were exchanged for approximately 12,500 shares of Guardian
International, Inc. preferred stock held by us. Compensation expense
associated with this exchange totaled approximately $9.0 million
for 2002. Also, in September 2002, former employees had the opportunity
to convert vested RSUs into common stock. As a result, 34,433 shares
of our common stock were issued in exchange for 68,865 RSUs.
Another component of the LTISA Plan is
the Executive Stock for Compensation program, where in the past
eligible employees were entitled to receive RSUs in lieu of current
cash compensation. The Executive Stock for Compensation program
was modified in 2001 to pay a portion of current compensation in
the form of stock. Although this plan was discontinued, dividends
will continue to be paid to plan participants on their outstanding
plan balance until distribution. At the end of the deferral period,
RSUs are paid in the form of stock. In 2002, plan participants were
awarded 12,121 shares of common stock for dividends. In 2001, eligible
employees were awarded 31,881 shares of common stock representing
$0.7 million of compensation. In 2000, 95,000 RSUs were awarded
in lieu of $1.3 million in cash compensation. Participants received
common stock distributions of 40,097 shares in 2002 and 974 shares
in 2001 and 2,978 shares in 2000.
Stock options under the LTISA plan are
as follows:

Stock options issued and outstanding at
December 31, 2002 are as follows:
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