14. Incentive Program

The 2003 Incentive Program provides for grants of stock options, stock appreciation rights (SARs), restricted stock and other forms of award. Awards may be granted to eligible employees of the Corporation and those affiliates at least 50 percent owned. Outstanding awards are subject to certain forfeiture provisions contained in the program or award instrument. Options and SARs may be granted at prices not less than 100 percent of market value on the date of grant and have a maximum life of 10 years. The maximum number of shares of stock that may be issued under the 2003 Incentive Program is 220 million. Awards that are forfeited, expire or are settled in cash, do not count against this maximum limit. The 2003 Incentive Program does not have a specified term. New awards may be made until the available shares are depleted, unless the Board terminates the plan early. At the end of 2011, remaining shares available for award under the 2003 Incentive Program were 133,183 thousand.

Restricted Stock. Awards totaling 10,533 thousand, 10,648 thousand (excluding XTO merger-related grants), and 10,133 thousand of restricted (nonvested) common stock and restricted (nonvested) common stock units were granted in 2011, 2010 and 2009, respectively. Compensation expense for these awards is based on the price of the stock at the date of grant and is recognized in income over the requisite service period. These shares are issued to employees from treasury stock. The units that are settled in cash are recorded as liabilities and their changes in fair value are recognized over the vesting period. During the applicable restricted periods, the shares may not be sold or transferred and are subject to forfeiture. The majority of the awards have graded vesting periods, with 50 percent of the shares in each award vesting after three years and the remaining 50 percent vesting after seven years. Awards granted to a small number of senior executives have vesting periods of five years for 50 percent of the award and of 10 years or retirement, whichever occurs later, for the remaining 50 percent of the award.

Additionally, in 2010 long-term incentive awards totaling 4,206 thousand shares of restricted (nonvested) common stock, with a value of $250 million, were granted in association with the XTO merger. The majority of these awards vest over periods of up to three years after the initial grant.

The Corporation has purchased shares in the open market and through negotiated transactions to offset shares issued in conjunction with benefit plans and programs. Purchases may be discontinued at any time without prior notice.

The following tables summarize information about restricted stock and restricted stock units for the year ended December 31, 2011.

 

		2011
Restricted stock and units outstanding		Shares				Weighted Average Grant-Date Fair Value per Share
		(thousands)
Issued and outstanding at January 1			47,306			$	69.74
2010 award issued in 2011			10,639			$	68.74
Vested			(10,628	)		$	64.37
Forfeited			(536	)		$	67.35
Issued and outstanding at December 31			46,781			$	70.76

 

Value of restricted stock and units		2011				2010				2009
Grant price		$	79.52			$	66.07			$	75.40
Value at date of grant:
		(millions of dollars)
Restricted stock and units settled in stock		$	766			$	672			$	711
Merger-related granted and converted XTO awards			–				250				–
Units settled in cash			72				60				53
Total value		$	838			$	982			$	764

 

As of December 31, 2011, there was $2,168 million of unrecognized compensation cost related to the nonvested restricted awards. This cost is expected to be recognized over a weighted-average period of 4.5 years. The compensation cost charged against income for the restricted stock and restricted units was $793 million, $801 million and $723 million for 2011, 2010 and 2009, respectively. The income tax benefit recognized in income related to this compensation expense was $73 million, $81 million and $76 million for the same periods, respectively. The fair value of shares and units vested in 2011, 2010 and 2009 was $801 million, $718 million and $763 million, respectively. Cash payments of $46 million, $42 million and $41 million for vested restricted stock units settled in cash were made in 2011, 2010 and 2009, respectively.

 

 

Stock Options. The Corporation has not granted any stock options under the 2003 Incentive Program. In 2010, the Corporation granted 12,393 thousand of converted XTO stock options with a grant-date fair value of $182 million as a result of the XTO merger. The grant included 893 thousand of unvested options. Compensation expense for these awards is based on estimated grant-date fair values.

These stock options generally vest and become exercisable ratably over a three-year period, and may include a provision for accelerated vesting when the common stock price reaches specified levels. Some stock option tranches vest only when the common stock price reaches specified levels. As of December 31, 2011, unvested stock options of 226 thousand included 10 thousand options that vest ratably over three years and 216 thousand options that vest at a stock price of $126.80.

 

 

Compensation expense of $1 million in 2011 and $2 million in 2010 fully expensed the nonvested merger-related XTO stock options. No compensation expense was recognized for stock options in 2009 as all remaining outstanding stock options at that time were fully vested. Cash received from stock option exercises was $924 million, $1,043 million and $752 million for 2011, 2010 and 2009, respectively. The cash tax benefit realized for the options exercised was $221 million, $89 million and $164 million for 2011, 2010 and 2009, respectively. The aggregate intrinsic value of stock options exercised in 2011, 2010 and 2009 was $986 million, $539 million and $563 million, respectively. The intrinsic value for the balance of outstanding stock options at December 31, 2011, was $98 million. The intrinsic value for the balance of exercisable stock options at December 31, 2011, was $97 million.