This excerpt taken from the OWW DEF 14A filed Apr 22, 2009.
The Proposed Exchange Offer and Consideration of Alternatives
We have designed the terms of the proposed exchange offer with the objective of increasing the retentive and motivational value of outstanding equity awards for our employees. We considered a number of alternatives before concluding that a stock option exchange program is the most effective vehicle to retain and incentivize our employees who have deeply underwater stock options. We considered the payment of cash for underwater stock
options; however, the payment of cash for underwater stock options would consume cash needed for other operational needs of the business.
We concluded a stock option exchange program will effectively retain and motivate our employees, and benefit our shareholders for the following reasons: