PURPOSE OF THIS OFFER. We are making this offer for compensatory purposes and to further advance our corporate philosophy. Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our Class A common stock as quoted by the Nasdaq National Market. By making this offer we intend to enhance stockholder value by creating better performance incentives for, and thus increasing retention of, our employees. Except as otherwise described in these materials or in our filings with the Securities and Exchange Commission, we presently have no plans or proposals that relate to or would result in: - an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving us or any of our material subsidiaries; - any purchase, sale or transfer of a material amount of our assets or any subsidiary's assets; - any material change in our present dividend rate or policy, or our indebtedness or capitalization; - any change in our present board of directors or senior management, including a change in the number or term of directors or to fill any existing board vacancies or change any executive officer's material terms of employment; - any other material change in our corporate structure or business; - our Class A common stock not being authorized for quotation on the Nasdaq National Market; - our Class A common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; - the suspension of our obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act; - the acquisition by any person of any of our securities or the disposition by any person of any of our securities, other than in connection with our stock option plans; or - any change to our certificate of incorporation or bylaws, or any actions which may make it more difficult for any person to acquire control of Casella, except that we have from time to time considered adopting a shareholders' rights plan and we may adopt such a plan in the future.
PURPOSE OF THIS OFFER. We are making this Offer to amend or replace the Eligible Options because of potential adverse tax consequences that may apply. As a result of a thorough investigation of VeriSign’s past option grant practices, we have determined that each Eligible Option was retroactively priced in that the exercise price per share currently in effect for that option was based on the Fair Market Value per share of our common stock on a date earlier than the date on which that option was actually granted. Section 409A was added to the Internal Revenue Code of 1986, as amended, by the American Jobs Creation Act of 2004. The Treasury Department and IRS provided guidance and issued final regulations with respect to certain items of compensation under Section 409A. Section 409A provides that an option unvested as of December 31, 2004 and granted with a below-market exercise price will be subject to adverse income taxation unless that option is brought into compliance with Section 409A. Unless remedial action is taken to bring that option into compliance, we believe, on the basis of our understanding and interpretation of the applicable guidance and final regulations, that the option will trigger adverse U.S. federal tax consequences under Section 409A as indicated below, although it is not entirely clear at present how that option will actually be taxed under Section 409A. As a result, VeriSign has decided to provide Eligible Optionees with the opportunity to bring the Eligible Options into compliance either by amending the exercise price per share to the Adjusted Exercise Price determined for each such option or by replacing that option with a New Option.
PURPOSE OF THIS OFFER. Through its voluntary inquiry into its historical practices with respect to the granting of stock options, the Company determined that an incorrect grant date was used in granting certain options. As a result, the Eligible Options were granted at an exercise price below the fair market value of the Company’s common stock on the most appropriate measurement date for the Eligible Options. Because of this, there is a risk to the holder that, for tax purposes, the exercise price per share may be considered to be less than the fair market value per share of our common stock on the date of grant. Unless remedial action is taken to adjust the exercise price of an Eligible Option before the earlier of (1) December 31, 2008 or (2) the date on which an Eligible Optionee exercises an Eligible Option, that Eligible Option may be subject to these adverse tax consequences under Section 409A. Eligible Optionees may be able to avoid such adverse tax consequences only if certain changes are made to the Eligible Options. Accordingly, EMCORE is making this Offer so that the Eligible Optionees holding one or more Eligible Options will have the opportunity to amend those Eligible Options to the extent necessary to avoid such adverse tax consequences. The adverse tax consequences of Section 409A do not apply to options that vested on or prior to December 31, 2004 or that were granted with an exercise price at or above the fair market value per share of our common stock on the date of grant. Some of the options currently outstanding under the Plan were unvested as of December 31, 2004. In order to determine for purposes of this Offer which options that you hold were vested on December 31, 2004, and are therefore not Eligible Options, it has been assumed that any options which you exercised were the first options to vest among the options that you hold. In the event of non-compliance, Section 409A likely would subject the optionees to income recognition before the options are exercised and likely would subject the optionees to an additional 20% federal tax (plus additional penalties in certain states, such as California). Although the Section 409A guidance is not clear on this point, such guidance indicates that in the tax year in which a discount option vests (to the extent vesting occurs after December 31, 2004), optionees will be required to recognize income equal to the difference between the fair market value of the shares and the exercise price (the “spread”) and will be su...
PURPOSE OF THIS OFFER. As originally adopted, the Plan based the exercise price for the Eligible Options on a formula set forth in our outstanding warrant agreement, which provides for an exercise price per share that is equal to the 10-day trailing average closing price per share of our common stock prior to the date of grant of the Eligible Option. Such exercise prices of the Eligible Options are less than the closing sale price per share of our common stock on the respective dates of grant of the Eligible Options. As a result, there is a risk to the holder that, for tax purposes, the exercise price per share may be considered to be less than the fair market value per share of our common stock on the date of grant. Unless remedial action is taken to adjust the exercise price of an Eligible Option before the earlier of (1) December 31, 2008 or (2) the date on which an Eligible Optionee exercises an Eligible Option, that Eligible Option may be subject to these adverse tax consequences under Section 409A. Eligible Optionees may be able to avoid such adverse tax consequences only if certain changes are made to the Eligible Options. Accordingly, Exide is making this Offer so that each Eligible Optionee holding one or more Eligible Options will have the opportunity to amend those Eligible Options to the extent necessary to avoid such adverse tax consequences. The adverse tax consequences of Section 409A do not apply to options that vested on or prior to December 31, 2004 or that were granted with an exercise price at or above the fair market value per share of our common stock on the date of grant.
