NTAP » Topics » Terms of the exchange program

This excerpt taken from the NTAP DEF 14A filed Mar 23, 2009.
Terms of the exchange program
 
While the terms of the exchange program are expected to be materially similar to the terms described in this proposal, we may find it necessary or appropriate to change the terms of the exchange program to take into account our administrative needs, local law requirements, accounting rules, Company policy decisions that make it appropriate to change the exchange program and the like. For example, we may alter the method of determining exchange ratios if we decide that there is a more efficient and appropriate way to set the ratios while still continuing to limit incremental compensation expense. We also may exclude employees in certain non-U.S. jurisdictions from the exchange program if local law or other considerations would make their participation infeasible or impractical. In certain non-U.S. jurisdictions we may also grant a lesser number of options, rather than RSUs, in exchange for surrendered options if we determine that adverse tax consequences may arise in an option-for-RSU exchange. We expect this to be the case in a de minimus number of non-U.S. jurisdictions. In this event, any new options granted as part of the option exchange will be granted on the date of cancellation of the old options, and will have a per share exercise price equal to the fair market value of our common stock on the date of grant. Appropriate adjustments would be made to the exchange ratios such that the new options will have a fair value which is less than or approximately equal to the fair value of the surrendered options (as calculated using the same assumptions as are used for the RSU exchange ratios). Any new options granted as part of the option exchange will vest in same manner described above for new RSUs granted in exchange for surrendered options.
 
Additionally, we may decide not to implement the exchange program even if stockholder approval of the exchange program is obtained or may amend or terminate the exchange program once it is in progress. Although we do not anticipate that the staff of the SEC will require us to materially modify the terms of the exchange program, it is possible that we may need to alter the terms of the exchange program to comply with comments from the staff. The final terms of the exchange program will be described in an offer to exchange that will be filed with the SEC.
 

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Isilon Systems (ISLN)
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