Exhibit (a)(1)(E)
Stock Option Exchange Program Election Agreement
[Full name]
[Address]
[Address] [Employee ID#]
Dear Employee:
If you would like to participate in (or withdraw from) the Stock Option Exchange
Program (the "Exchange Program"), you must complete, sign, and return this form
to Mellon Investor Services ("Mellon").
If you elect to participate in this voluntary Exchange Program, the number of
new options you will receive in exchange for your eligible options depends upon
the exercise price of your eligible options, as follows:
Exchange Ratio (calculated based upon the closing price of shares of RadiSys
common stock on Wednesday, July 30, 2003): $15.46
------------------------------------------------------------------------------------------------------------------
If your eligible options have an exercise Then, if you authorize a surrender of eligible options in exchange
price of: for new options:
------------------------------------------------------------------------------------------------------------------
$20.00 - $34.99 1.40 options will be cancelled and replaced with 1 option
------------------------------------------------------------------------------------------------------------------
$35.00 or higher 2.00 options will be cancelled and replaced with 1 option
------------------------------------------------------------------------------------------------------------------
Below is your entire stock option grant history as of July 31, 2003. Please note
that all of your options, including options that are not eligible for the
Exchange Program, are shown below. (It may be helpful to take into account your
total stock option grant history as you consider whether or not to participate
in the Exchange Program.) If you elect to participate in the Exchange Program,
you must cancel all eligible options shown below (excluding those shown as
"Ineligible") and exchange them for new options as shown in the last column.
----------------------------------------------------------------------------------------------------------
Option Grant Date # of Options Exercise # of Options New Grant if Options Outstanding
Grant #* Granted Price Outstanding** Exchanged
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
* If you want to see additional information associated with each of the option grants shown above, you can
access your account from the E*TRADE OptionsLink web site at xxx.xxxxxxxxxxx.xxx. From this web site, you
can view the number of options that are vested and exercisable, and the expiration date of each option
grant. To access the Web site, you will need your OptionsLink ID and Password. Call E*TRADE at 000-000-0000
if you don't have this information or if you need assistance logging onto the Web site.
----------------------------------------------------------------------------------------------------------
** This number is the basis for applying the exchange ratio to arrive at the number of new options that
will be granted under the terms of the Exchange Program should you elect to participate. Options
outstanding are options
----------------------------------------------------------------------------------------------------------
If you have eligible options and you elect to participate in the Exchange
Program, you will cancel [XXX] options. You will be granted [XXX] new options,
in accordance with the terms and conditions of the Exchange Program. These new
options will be subject to a new vesting schedule (see the Stock Option Exchange
Program Frequently Asked Questions for details) and will have a term of seven
years. The exercise price of the new option grant will be equal to the closing
price of shares of RadiSys common stock on the new option grant date, which we
currently expect to be no earlier than Monday, March 1, 2004, in accordance with
the Exchange Program terms and conditions.
Authorization to Exchange Eligible Options
I understand that by checking the "I ELECT" box and signing my name below, I am
authorizing the cancellation of [XXX] options, and I will be granted [XXX] new
options, in accordance with the terms and conditions of the Stock Option
Exchange Program Tender Offer Statement, the Stock Option Exchange Program
Overview, and the Stock Option Exchange Program Frequently Asked Questions. I
understand that I will lose my rights to all surrendered options that are
cancelled under the Exchange Program. My cancelled options will not be
reinstated, and I will not receive new options if my employment with RadiSys
ends for any reason before the new option grant date, which is expected to be no
earlier than March 1, 2004. I also acknowledge that I will be unable to withdraw
this Election Agreement after 9:00 p.m. Pacific Time (U.S.), on Wednesday,
August 27, 2003.
I understand that by checking the "I WITHDRAW" box and signing my name below, I
am authorizing the withdrawal of my previous election, and I will maintain all
my eligible options. I also acknowledge that I will be unable to re-elect to
participate after 9:00 p.m. Pacific Time (U.S.), on Wednesday, August 27, 2003.
I understand that if I am an employee who resides in Germany or Japan, I must
return a signed copy of this Election Agreement to Mellon to validly participate
in the Exchange Program. Even if I make an election online on the Mellon web
site, it will not be valid--only the election I make by mailing this Election
Agreement will be valid.
|_| I ELECT to participate in the Exchange Program and cancel all my eligible
option grants listed above.
|_| I WITHDRAW my previous election to participate in the Exchange Program and
retain all my eligible option grants.
---------------------------------- ------------------------
Employee Signature Date
----------------------------------
Employee Name (please print)
Please keep a copy of this Election Agreement for your records and send the
original to Mellon, using one of the following delivery methods:
By Fax: By Mail: By Overnight Courier:
Mellon Investor Services LLC Mellon Investor Services LLC Mellon Investor Services LLC
x000-000-0000 Attn: Reorganization Dept. Attn: Reorganization Dept.
P.O. Box 3301 00 Xxxxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx, XX 00000 Mail Drop-Reorg
Xxxxxxxxxx Xxxx, XX 00000
In order for your election to be valid, your election must be RECEIVED by Mellon
in accordance with these instructions by 9:00 p.m., Pacific Time (U.S.), on
Wednesday, August 27, 2003, unless the offer period is extended by RadiSys. You
are responsible for ensuring the successful delivery of your Election Agreement.
Please allow for enough delivery time based on the method of delivery that you
choose to ensure we receive your Election Agreement on time. This is a one-time
offer, and we will strictly enforce the expiration date. We reserve the right to
reject any options that are not in the appropriate form or that are unlawful to
accept.
If you have any questions, call Mellon
Monday through Friday, from 5:00 a.m. to 4:00 p.m. Pacific Time (U.S.) at:
000-000-0000 (Calling from within the U.S.)
x000-000-0000 (Calling from outside the U.S.)
