Exhibit (a)(1)(B)
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FROM:
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Kevin P. Reilly, Jr. | |
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SUBJECT:
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Offer to Exchange Certain Outstanding Options for New Options | |
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DATE:
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June 3, 2009 |
Dear Eligible Participant:
We are pleased to announce that we are offering you the
opportunity to participate in our Company’s stock option
exchange program. All employees of Lamar or one of its
subsidiaries (or employees on an approved leave of absence),
including executive officers, and the members of our Board of
Directors are eligible to participate in the stock option
exchange program, except employees who live and work in Canada
or Puerto Rico. To help familiarize you with the principal terms
of the offer, we have included a summary of the program below,
but please read the other important documents attached to this
letter before making any decisions about participating in the
offer.
By way of background, stock options generally are a valuable
motivation and retention tool and, as such, help to align
employee, director and stockholder interests. However, most of
our currently outstanding stock options are
“underwater,” meaning it would cost more to exercise
the options than the shares currently are worth. Since these
options may not be providing our employees and directors with
the intended incentives, we are allowing you to exchange certain
of your underwater stock options for new options with an
exercise price equal to the fair market value of our
Class A common stock at the close of trading on the
exchange date (expected to be July 2, 2009).
Below is a summary of the stock option exchange program that
should help familiarize you with the principal terms. We believe
that this stock option exchange program is potentially very
important to you and urge you to take the time to study the
materials referred to below, ask questions about anything you do
not understand, consult with your personal financial and tax
advisors and make an informed decision about whether to
participate or not. Your participation is completely voluntary.
If you do nothing, you will be making a decision not to
participate and you will retain your current options with their
current terms and conditions.
Summary
of the Stock Option Exchange Program
| • | You may only exchange your outstanding options with an exercise price equal to or greater than $25.00 per share. | |
| • | The new options will have an exercise price equal to the fair market value of the Company’s Class A common stock at the close of trading on the exchange date, which will be the first business day after the expiration of the offer. The exchange date will be July 2, 2009, unless we extend the offer. | |
| • | The eligible options that have been exchanged will be cancelled on July 2, 2009, or, if the offer is extended, one business day after the expiration of the offer. New options will be granted on July 2, 2009, or, if the offer is extended, one business day after the expiration of the offer. | |
| • | The number of shares that will be covered by the new options depends upon the exercise price(s) of your outstanding options. | |
| • | Your new options will expire on the ten-year anniversary of the exchange date, regardless of the remaining term on the options you exchange in the offer, subject to earlier termination of your services with the Company or any of its subsidiaries. | |
| • | All new options will vest as follows, subject to your continued employment with the Company or any of its subsidiaries or your continued service as a director of the Company, as the case may be, through each relevant vesting date: |
| • | One-fifth of the new options will vest on the exchange date; and |