AMERICAN REPROGRAPHICS COMPANY AGREEMENT TO TERMS OF ELECTION
Exhibit (a)(1)(J)
BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFERING DOCUMENTS.
If you would like to participate in this Offer, please indicate your election by checking the
applicable boxes on the Election Form, and if submitting a paper Election Form, please return the
completed and signed Election Form to Xxxxx Xxxxxxxx at the Company via hand delivery or facsimile
at (000) 000-0000 before 9:00 p.m., Pacific Time, on May 20, 2009, unless the Offer is extended.
You may change or withdraw this election by submitting a new properly completed and signed
Election Form prior to the expiration date which will be 9:00 p.m., Pacific Time, on May 20, 2009,
unless we extend the Offer.
By electing to exchange my Eligible Options, I understand and agree to all of the following:
1. I hereby agree to exchange my Eligible Options for New Options as indicated on the
Election Form in accordance with the terms of the Offer as set forth in the Offer to Exchange,
dated April 22, 2009, of which I hereby acknowledge receipt. Each Eligible Option indicated on the
Election Form will be cancelled on May 20, 2009 or, if the Offer is extended, on the extended
expiration date. The New Options will be granted to me on May 21, 2009 in accordance with the
terms of the Offer or, if the Offer is extended, on the first business day following the expiration
of the Offer.
2. The Offer is currently set to expire at 9:00 p.m. Pacific Time on May 20, 2009, unless
ARC, in its discretion, extends the period of time during which the Offer will remain open.
3. If I cease to be employed by ARC or its subsidiaries before ARC grants me New Options in
exchange for my Eligible Options, I will not receive any new options. Instead, I will keep my
current Eligible Options, and they will expire in accordance with their terms.
4. Until May 20, 2009, I will have the right to amend the elections that I have made with
respect to some or all of my Eligible Options that I elected to exchange. However, after that date
I will have no ability to amend my election unless the Offer is extended. The last properly
submitted election, whether electronically or in paper form, prior to the expiration of the Offer
shall be binding. Until the Offer period closes on May 20, 2009, I may withdraw my tendered
Eligible Options at any time prior to ARC’s acceptance of such options for exchange pursuant to the
Offer.
5. The tender of some or all of my Eligible Option grants will constitute my acceptance of
all of the terms and conditions of the Offer. Acceptance by ARC of my Eligible Options for
exchange pursuant to the Offer will constitute a binding agreement between ARC and me upon the
terms and subject to the conditions of the Offer.
6. I am the registered holder of the Eligible Options tendered hereby, and my name and other
information appearing on the Election Form are true and correct.
7. I am not required to tender some or all of my Eligible Options pursuant to the Offer.
8. ARC and/or any independent firms hired with respect to the Offer cannot give me legal, tax
or investment advice with respect to the Offer, and I have been advised to consult with my own
legal, tax and investment advisors as to the consequences of participating or not participating in
the Offer.
9. Under certain circumstances set forth in the Offer to Exchange, ARC may terminate or amend
the Offer and postpone its acceptance of the Eligible Options I have elected to exchange. Should
the
Eligible Options tendered herewith not be accepted for exchange, such options will continue to
be governed by their original terms and conditions.
10. I understand that, if I do not clearly xxxx the box electing to exchange each of my
Eligible Options on the Election Form, such Eligible Options will not be exchanged.
I understand that if I participate in the Offer, I will receive new options with an exercise
price equal to the closing price of ARC’s common stock on the first business day after the
Expiration Date of this Offer to Exchange, which is expected to be Thursday, May 21, 2009. I
further understand that my new options will be nonstatutory stock options and will vest in
accordance with the following schedule: fifty percent (50%) of the shares subject to each new
option will vest on the one-year anniversary of the new option grant date and the remaining fifty
percent (50%) will vest on the two-year anniversary of the new option grant date, unless certain
exercisability restrictions apply due to requirements under local law. I understand that vesting
of the new options is subject to my continued service to ARC through each relevant vesting date and
that my participation in the Offer and the receipt of new options does not provide me any guarantee
or promise of continued service with ARC or its subsidiaries or affiliates.
I understand that neither ARC nor the Board of Directors of ARC is making any recommendation
as to whether I should accept or refrain from accepting the Offer, 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 exchanged options may decline in value when I decide to
exercise such options. I further understand that past and current market prices of ARC common
stock may provide little or no basis for predicting what the market price of ARC common stock will
be when ARC grants me new nonstatutory options in exchange for my tendered Eligible Options or at
any other time in the future.
Please read the Offer to Exchange; the Instructions; the Election Form; and the Agreement to
Terms of Election.
