Agreement to Terms of Election
Exhibit (a)(1)(J)
Agreement to Terms of Election (4 screenshots)
1. As soon as practicable after the Amendment Date. Xxx will return to me a final
and completed Amendment to Stock Option Agreement with the adjusted exercise price
for each amended option and Promise to Make Cash Payment that shows the dollar
amount of the Cash Payment to which I will be entitled with respect to my Eligible
Options.
2. If I cease to remain employed by Xxx or any affiliated entity after I tender my
Eligible Options
but before Xxx accepts these options for amendment, my Eligible Options will not be
amended
and I will not become entitled to any Cash Payment.
3. Until the Expiration Date I will have the right to change my election with
respect to my Eligible
Options. However, after that date I will have no further right to change my election
with respect to
my Eligible Options unless Xxx does not accept my tendered Eligible Options before
May 29,
2008, the 40th business day after commencement of the Offer. In that event I may
revoke my
election with respect to my tendered Eligible Options at any time prior to Xxx’x
acceptance of
these options for amendment pursuant to the Offer.
4. The tender of my Eligible Options pursuant to the procedure described in Section
5 of the Offer and the Instructions to this Election Form will constitute my
acceptance of all of the terms and conditions of the Offer Xxx’x acceptance of my
tendered Eligible Options for amendment pursuant to the Offer will constitute a
binding agreement between Xxx and me in accordance with the terms and subject to the
conditions of the Offer.
5. I am the registered holder of the Eligible Options tendered hereby and my name
employee identification number and other information appearing on the cover page of
this Election Form are true and correct.
6. I am not required to tender my Eligible Options pursuant to the Offer. However,
if I do not tender such options or if those options are not otherwise amended
pursuant to the Offer, then I must take other action on my own with respect to
those options in order to
bring those options into compliance with Section 409A of the Internal Revenue Code and
Offer, then I must take other action on my own with respect to those options in order
to bring those options into compliance with Section 409A of the Internal Revenue Code
and thereby avoid adverse tax consequences.
7. Xxx cannot give me legal tax or investment advice with respect to the Offer and has
advised me to consult my own legal tax and investment advisor as to the consequences of
participating or not participating in the Offer.
8. Under certain circumstances set forth in the Offer document Xxx may terminate or
amend the Offer and postpone acceptance and amendment of the tendered Eligible Options.
In the event the Eligible Options tendered herewith are not accepted for amendment
these options will be returned to me promptly following the expiration or termination
of the Offer.
9. I understand that neither Xxx nor Xxx’x Board of Directors is making any
recommendation as to whether I should tender my Eligible Options for amendment and that
I must make my own decision whether to tender my Eligible Options taking into account
my own personal circumstances and preferences. I understand that the amended options
resulting from the amendment of my tendered Eligible Options may decline in value and
may be “out of the money” when I decide to exercise those options. I further understand
that past and current market prices of Xxx’x common stock may provide little or no
basis for predicting what the market price of Xxx’x common stock will be when Xxx
amends my tendered option or at any other time in the future .
10. I hereby elect to participate in the Offer with respect to my Eligible Options as previously
identified and I hereby tender such Eligible Options for amendment in accordance with the Offer to
Amend Certain Outstanding Options I agree that the options identified are the Eligible Options I
hold I agree and understand that each of the Eligible Options which I have tendered pursuant to
the Offer will be amended unless I submit a new, properly completed Election Form prior to the
expiration of the Offer.
11. I further understand that I will receive an Acknowledgement of Receipt of Election Form via
email at my Xxx email address listed below within two business days after the submission of my
Election Form on the Offer website. If I have not received an Acknowledgement of Receipt of
Election Form in the timeframe prescribed. I agree that it is my responsibility to confirm that Xxx
has received my complete submission by emailing to xxx000X@xxxxxxxxxxx.xxx a copy of the
Acknowledgement of Receipt of Election Form that I will have printed from this Offer website at the
time I submit my Election Form online
12. I acknowledge that the Offer and the other documents and communications regarding the Offer are
being delivered to me electronically. Such means of electronic delivery may include but does not
necessarily include, the delivery of a link to a Xxx intranet site, the delivery of a document via
email or such other means of delivery specified by Xxx. By executing this Election Form. I
acknowledge that I have read this provision and consent to the electronic delivery of the
documents. I acknowledge that I may receive from Xxx a paper copy of any documents delivered
electronically at no cost to me by contacting Xxx by telephone or in writing using the contact
information on the Instructions to this Election Form. I further acknowledge that I will be
provided with a paper copy of any documents if the attempted electronic delivery of such documents
fails or I do not otherwise have access to the Offer website. Similarly, I understand that I must
provide Xxx with a paper copy of any documents if my attempted delivery of such documents
electronically fails or I do not otherwise have access to the Offer website.
13. My electronic signature is required in order to participate in this Offer. By clicking on the I
AGREE button below I am agreeing to the terms of the Election Form and to the use of an electronic
signature which will make my election a binding agreement between Xxx and me in accordance with
the terms and conditions of the Offer
Email Address: XXXXXX@XXX-XXXX.XXX
Email Address:
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XXXXXX@X0X-XXXX.XXX | |||||
Employee ID number:
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456 | |||||
