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	<title>Comments on: *Why* Are Directors Awarding Spring-Loaded Options?</title>
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		<title>By: TRUTH ON THE MARKET &#187; Jenkins channels Manne</title>
		<link>http://truthonthemarket.com/2006/07/12/why-are-directors-awarding-spring-loaded-options/#comment-6031</link>
		<dc:creator><![CDATA[TRUTH ON THE MARKET &#187; Jenkins channels Manne]]></dc:creator>
		<pubDate>Wed, 12 Jul 2006 18:35:08 +0000</pubDate>
		<guid isPermaLink="false">http://www.truthonthemarket.com/2006/07/12/why-are-directors-awarding-spring-loaded-options/#comment-6031</guid>
		<description><![CDATA[[...] TRUTH ON THE MARKET &#187; Jenkins channels Manne on I look pretty young but I&#039;m just backdated, yeah.Abnormal Returns &#187; Blog Archive &#187; Wednesday links: second acts on *Why* Are Directors Awarding Spring-Loaded Options?.Steven Donegal on *Why* Are Directors Awarding Spring-Loaded Options?.TRUTH ON THE MARKET &#187; *Why* Are Directors Awarding Spring-Loaded Options? on Backdated options and incentives..Abnormal Returns &#187; Blog Archive &#187; Tuesday links: stealth stocks on Anabtawi on Spring-loaded Options.Frank on Kinderstart v. Google Antitrust Coverage.Eduardo Penalver on What&#039;s wrong with what Eduardo Penalver thinks is wrong with property rights initiatives.TRUTH ON THE MARKET &#187; The Unconvincing Antitrust Case Against Wal-Mart on Robinson-Patman Act Repealed! .Joshua Wright on Kinderstart v. Google Antitrust Coverage.Keith on Sirius/XM: An Antitrust Problem?. [...]]]></description>
		<content:encoded><![CDATA[<p>[...] TRUTH ON THE MARKET &raquo; Jenkins channels Manne on I look pretty young but I&#8217;m just backdated, yeah.Abnormal Returns &raquo; Blog Archive &raquo; Wednesday links: second acts on *Why* Are Directors Awarding Spring-Loaded Options?.Steven Donegal on *Why* Are Directors Awarding Spring-Loaded Options?.TRUTH ON THE MARKET &raquo; *Why* Are Directors Awarding Spring-Loaded Options? on Backdated options and incentives..Abnormal Returns &raquo; Blog Archive &raquo; Tuesday links: stealth stocks on Anabtawi on Spring-loaded Options.Frank on Kinderstart v. Google Antitrust Coverage.Eduardo Penalver on What&#8217;s wrong with what Eduardo Penalver thinks is wrong with property rights initiatives.TRUTH ON THE MARKET &raquo; The Unconvincing Antitrust Case Against Wal-Mart on Robinson-Patman Act Repealed! .Joshua Wright on Kinderstart v. Google Antitrust Coverage.Keith on Sirius/XM: An Antitrust Problem?. [...]</p>
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		<title>By: Abnormal Returns &#187; Blog Archive &#187; Wednesday links: second acts</title>
		<link>http://truthonthemarket.com/2006/07/12/why-are-directors-awarding-spring-loaded-options/#comment-6030</link>
		<dc:creator><![CDATA[Abnormal Returns &#187; Blog Archive &#187; Wednesday links: second acts]]></dc:creator>
		<pubDate>Wed, 12 Jul 2006 17:25:37 +0000</pubDate>
		<guid isPermaLink="false">http://www.truthonthemarket.com/2006/07/12/why-are-directors-awarding-spring-loaded-options/#comment-6030</guid>
		<description><![CDATA[[...] Elizabeth Nowicki at Truth on the Market wonders why boards of directors would sign off on &#8220;spring loaded&#8221; option grants. [...]]]></description>
		<content:encoded><![CDATA[<p>[...] Elizabeth Nowicki at Truth on the Market wonders why boards of directors would sign off on &#8220;spring loaded&#8221; option grants. [...]</p>
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		<title>By: Steven Donegal</title>
		<link>http://truthonthemarket.com/2006/07/12/why-are-directors-awarding-spring-loaded-options/#comment-6029</link>
		<dc:creator><![CDATA[Steven Donegal]]></dc:creator>
		<pubDate>Wed, 12 Jul 2006 17:13:23 +0000</pubDate>
		<guid isPermaLink="false">http://www.truthonthemarket.com/2006/07/12/why-are-directors-awarding-spring-loaded-options/#comment-6029</guid>
		<description><![CDATA[Allow me to suggest the most plausible reason (at least to me):  at the time, no one thought it was a big deal.  You are applying today&#039;s governance standards (which have changed radically since Enron) to past practices. In the time frame we are talking about, generally pre-2003, executive compensation was not the boogeyman that it is today. Options had no accounting cost.  Most securities lawyers did not (and still do not) believe that springloading was illegal, or in most cases, immoral or unethical.  Accordingly, boards were advised that it was not a problem if they granted options at a meeting prior to release of a positive earnings announcement. Second, prior to the effectiveness of FAS 123R, most directors (and I think it is fair to say, most analysts and investors) did not think that mildly discounted options had much cost to market value of the shares, so there was not an ethical concern about grants in advance of good news.  Management was much more concerned that key employees had a substantial number of unvested, in-the-money options.

I think what many people do not focus on is that grants are typically made to all eligible employees at the same time, so that when the CEO gets a grant, so typically do middle managers and engineers and others.  For the latter group, a key element in equity grants is the retention value of those grants.  It is good for morale and retention for option grants to be in the money.  For that reason, even if not technically springloading, companies often chose to grant options at times that management and the board thought the stock was undervalued.

In today&#039;s climate, behavior has changed.  Companies are moving away from options to restricted stock grants (Query whether that is really better for stockholders?) and to grant dates specified well in advance that typically occur during open window periods.  It will be interesting to see where grant practice settles out after the current hysteria dies away and whether five years from now there has been any noticeable effect on corporate performance.]]></description>
		<content:encoded><![CDATA[<p>Allow me to suggest the most plausible reason (at least to me):  at the time, no one thought it was a big deal.  You are applying today&#8217;s governance standards (which have changed radically since Enron) to past practices. In the time frame we are talking about, generally pre-2003, executive compensation was not the boogeyman that it is today. Options had no accounting cost.  Most securities lawyers did not (and still do not) believe that springloading was illegal, or in most cases, immoral or unethical.  Accordingly, boards were advised that it was not a problem if they granted options at a meeting prior to release of a positive earnings announcement. Second, prior to the effectiveness of FAS 123R, most directors (and I think it is fair to say, most analysts and investors) did not think that mildly discounted options had much cost to market value of the shares, so there was not an ethical concern about grants in advance of good news.  Management was much more concerned that key employees had a substantial number of unvested, in-the-money options.</p>
<p>I think what many people do not focus on is that grants are typically made to all eligible employees at the same time, so that when the CEO gets a grant, so typically do middle managers and engineers and others.  For the latter group, a key element in equity grants is the retention value of those grants.  It is good for morale and retention for option grants to be in the money.  For that reason, even if not technically springloading, companies often chose to grant options at times that management and the board thought the stock was undervalued.</p>
<p>In today&#8217;s climate, behavior has changed.  Companies are moving away from options to restricted stock grants (Query whether that is really better for stockholders?) and to grant dates specified well in advance that typically occur during open window periods.  It will be interesting to see where grant practice settles out after the current hysteria dies away and whether five years from now there has been any noticeable effect on corporate performance.</p>
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