OPTION GRANTS IN LAST FISCAL YEAR INDIVIDUAL GRANTS ------------------------------------------------------------------- NUMBER OF PERCENTAGE OF SHARES TOTAL OPTIONS UNDERLYING GRANTED TO EXERCISE OPTIONS EMPLOYEES IN PRICE GRANT EXPIRATION GRANT DATE NAME GRANTED(A) FISCAL YEAR PER SHARE DATE DATE PRESENT VALUE(B) ---- ---------- ------------- --------- ---------- ---------- ---------------- Mr. Dell............. 8,000,000(c) 13.22% $16.67 3-05-98 3-05-08 $53,100,000 4,800,000(d) 7.83 28.90 7-17-98 7-17-08 52,272,000 Mr. Topfer........... 628,064(e) 1.04 12.74 3-20-98 3-20-08 5,878,679 259,540(f) 0.43 28.90 7-17-98 7-17-08 2,826,391 Mr. Rollins.......... 353,584(e) 0.58 12.74 3-20-98 3-20-08 3,309,546 259,540(d) 0.43 28.90 7-17-98 7-17-08 2,826,391 Mr. Meredith......... 320,536(e) 0.53 12.74 3-20-98 3-20-08 3,000,217 86,520(d) 0.14 28.90 7-17-98 7-17-08 942,203 Mr. Everett.......... 4,000,000(c) 6.61 12.88 2-02-98 2-02-08 20,790,000 51,920(g) 0.09 28.90 7-17-98 7-17-08 565,409 --------------- (a) Except for the ESOIP options described in note (e) below, such options were transferrable to the holder's family members for a limited period of time following the date of grant. (b) Calculated using the Black-Scholes model. The material assumptions and adjustments incorporated into the Black-Scholes model in making such calculations include the following: (1) an interest rate representing the interest rate on U.S. Treasury securities with a maturity date corresponding to the option term; (2) volatility determined using daily prices for the Company's Common Stock during the five-year period immediately preceding date of grant; (3) a dividend rate of $0; and (4) in each case (other than the ESOIP options described in note (e) below), a reduction of 25% to reflect the probability of forfeiture due to termination of employment prior to vesting and the probability of a shortened option term due to termination of employment prior to the option expiration date. The ultimate values of the options will depend on the future market prices of the Common Stock, which cannot be forecast with reasonable accuracy. The actual value, if any, that an optionee will recognize upon exercise of an option will depend on the difference between the market value of the Common Stock on the date the option is exercised and the applicable exercise price. (c) These options vest and become exercisable with respect to 20% of the underlying shares on each of the first five anniversaries of the date of grant. (d) These options vest and become exercisable with respect to 20% of the underlying shares on each of the third through seventh anniversaries of the date of grant. (e) These options were granted as a part of the ESOIP, which is described below. These options vest and become exercisable on the first anniversary of the date of grant. These options were received in lieu of fiscal 1998 annual
11 bonuses in the following amounts: Mr. Topfer $2,000,000 (100%); Mr. Rollins $1,125,953 (100%); and Mr. Meredith $1,020,719 (100%). Those amounts are shown in the Bonus column of the "Summary Compensation Table" above. (f) These options vest and become exercisable with respect to 100% of the underlying shares on December 1, 2001. (g) These options vest and become exercisable with respect to 20% of the underlying shares on each of the fifth through the ninth anniversaries of the grant date. |