MemorandumStock Option Exchange Offer • February 19th, 2003 • Ditech Communications Corp • Telephone & telegraph apparatus
Ditech is pleased to announce that its Board of Directors has approved management’s proposal to allow eligible employees the opportunity to exchange outstanding stock options with per share exercise prices of $20.00 or more granted under Ditech’s 2000 Non-Qualified Stock Plan, 1999 Non-Officer Equity Incentive Plan, 1998 Stock Option Plan, Atmosphere Networks, Inc. 1997 Stock Plan, and an individual option granted outside of a plan to Ian Wright, each as amended (collectively, the “Plans”) for replacement options to purchase shares of the Company’s Common Stock. This is a one-time opportunity designed to refocus everyone’s efforts on driving shareholder value. The key features of this offer are summarized below.
