I don't see where microsoft shareholders are winners yet. Don't know what the terms of JPM's transaction were but if MSFT doesn't go above those stock targets the shareholders would be just as safe from dilution. The transaction took some uncertainty from shareholders but that wasnt much of a burden - after all the stock would be up in that case.

To some extent I think the real benefit was knowing that microsoft wasn't going to revalue the options(although this deal kinda did that). Many companies have found ways to favor employees over shareholders by playing option reset games.

On further research it turns out microsoft paid JPM $10million in upfront fees plus a - far as I can tell - unrevealed fee based on the number of options sold.

In a way this was a revalue of the options to the DETRIMENT of microsoft shareholders. As luck turns out it looks to also be to the detriment of JPM shareholders....

The following article suggests that your decision was ex ante suboptimal:

Microsoft Option Offer Is No Deal for Employees: Graef Crystal

Oct. 22 (Bloomberg) -- With a few exceptions, the offer Microsoft Corp. and J.P. Morgan Chase & Co. are making to Microsoft employees with under-water stock options is very likely no deal at all -- at least not for the employees.

Microsoft detailed its proposal to pay cash for the options in a voluminous series of documents filed with the U.S. Securities and Exchange Commission on Oct. 15. Unless an employee is intimately familiar with the intricacies of option valuation, including having more than a working knowledge of the daunting Black-Scholes option pricing model, he will find himself utterly lost in the legalistic prose.

The huge disclosure also didn't cover exactly what Microsoft and Morgan are willing to pay for various classes of options. That information is available only to employees using a so-called Employee Election Tool.

While my inability to determine precisely how much workers would receive limits my ability to make categorical statements, it seems likely this offer may be best used as a "selection" device: an employee who turns in his options is fired for stupidity and someone else with more brains is hired. At the least, one casualty of the offer could well be productivity, as employees turn their attention away from designing world-class software.

Under the plan, employees are eligible to turn in for cash any options carrying a strike price of $33 or more, provided the expiration date of the option is later than Feb. 29, 2004. Microsoft shares closed little changed at $29.35 in Nasdaq Stock Market composite trading yesterday.

Tailor Shop

When I wrote about the offer in an earlier commentary ("Are Microsoft Options Sellers Being Lowballed," published July 16), I opined that what Morgan would likely pay Microsoft and what Microsoft, in turn, would likely pay its employees was substantially lower than what the Black-Scholes model suggested the options were worth.

Microsoft deflected my questions for details at the time by advising me to call Morgan. And Morgan in turn dived to 600 feet and maintained strict radio silence.

With the recent publication of a lot of the details, I now understand the principal reason for the disparity between the values I had determined using the Black-Scholes model and a statement made in July by Microsoft Chief Executive Officer Steve Ballmer as to what would likely be offered an employee for one particular option. Once the options are handed back to Microsoft, they will promptly be sent to the tailor shop to transform them from trousers into shorts.

10-K

Specifically, most of the options will see their terms shortened to three years, while some will have their terms shortened to two years. Reducing the term of an option causes a reduction in the option's current present value -- even a dramatic reduction if the term is reduced substantially.

For an example, let's look at a Microsoft option that was granted on July 19, 2001, with a split-adjusted strike price of $36.29 a share. According to disclosures made by Microsoft in its 10-K report, the term of that option was 10 years. Hence, it would not have expired until July 18, 2011.

Were that option to have been turned in last Friday, when Microsoft stock closed at $28.93, its estimated present value, according to the Black-Scholes model, would have been $7.61 a share. (In fact, no options may be turned until the end of a so- called averaging period, which is expected to begin in mid- November and end in early December.) The remaining term of the option would be 7.8 years.

Black-Scholes

The employee who actually held his option until the very last day of its term would, again according to the Black-Scholes model, reap an average gain at that time of $20.37 a share. The probability that the option would finish in the money (i.e., contain a profit for the employee) by the end of its term is 57 percent.

Those are the values when the trousers are still trousers. But after the Morgan tailoring department transforms them into shorts by reducing the remaining term to 3 years from 7.8 years, the estimated present value would drop to $2.68 from $7.61, a reduction of 65 percent. And its estimated future value at the end of the three-year period would drop to $4.61 from $20.37, a reduction of 77 percent.

So why would most employees want to take such a cut for an option that isn't all that much under-water at the moment? Beats me.

Some Morsels

Of course, there are some possible morsels out there for some employees. Consider someone who was granted an option on Dec. 27, 1999, with a whopping strike price of $59.56. That option would likely have carried a term of only seven years, instead of the 10-year terms used for later grants.

With an option that is way out-of-the-money, and with an option where a cut in the remaining term to three years is not really a cut at all (given that the option would have expired in any event in 3.2 years), it would make sense to grab at whatever cash Microsoft and Morgan are offering. The probability of that option finishing in the money is just 5 percent.

There is a hitch. Under the plan, an employee will not be allowed to cherry-pick which eligible options he turns in and which he keeps. He either turns in every under-water option with a strike price of $33 or more, or he turns in no options at all.

The benefit from turning in that option with the strike price of $59.56 may be more than overset by the paltry cash being offered for the remaining eligible options in the employee's portfolio.

Morgan spokeswoman Kristin Lemkau declined to comment. Microsoft spokeswoman Stacy Drake declined to disclose the precise amounts being offered to employees for the above examples.

Methodology

A person familiar with the Microsoft-Morgan proposal told me that the methodology I used to establish what employees will be offered conforms closely to the method used, although the amounts offered to employees would probably end up being somewhat less than I have shown. The person said that's because of an expectation that price fluctuations will drop as the large numbers of Microsoft options are sold into the market.

There is some irony in contrasting what Microsoft is now proposing with what it actually did following a stock-price slump in its fiscal year ending June 30, 2000. It didn't engage in a repricing, under which previously granted options received a retroactive reduction in their strike prices. And it didn't offer to buy them either.

No, it did something better. It let employees keep all their under-water options, and then it doubled up and gave them a second grant with a lower strike price.

My take here is that the switch in strategy by Microsoft's top management was driven by two factors.

No Wizards

First, there is a growing apprehension among high-tech firms over increasing shareholder intolerance of extensive dilution caused by rampant stock-option grants.

Second, being software designers and not financial wizards, Microsoft's top managers became enthralled with the innovative approach that Morgan dreamed up. In effect, it greenlighted the deal simply because it was possible to greenlight it.

The rudiments of the offer were probably agreed upon at a time when Microsoft's stock looked like it was more likely to go down than up. But since the proposal was announced, the stock has appreciated smartly and an air of bullishness has begun to pervade Wall Street.

The way I see it, this whole plan has been outdated by subsequent events. The decent thing to do would be give it a quick and early burial and then let employees get back to doing something productive.
Last Updated: October 22, 2003 00:04 EDT

Yup, I guess the biggest winner is Microsoft stockholders.