Exhibit 99(a)(1)(G)
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Employee Stock Option
Exchange Offer 2002 |
This presentation outlines our proposed offer to address underwater stock options
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- Discuss
issues related to current stock option grants and their value
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- Outline
Inhale's initiative to preserve the value the stock option plan is intended to deliver
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- Highlight
a choice you will be asked to make regarding your stock option grant(s),
granted under the 2000 Non-Officer Equity Incentive Plan
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Stock options are an important part of the total value of working at Inhale
The Concept
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The goal is to provide all employees a real stake in the value we create as a business
Stock options help us ...
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- Attract
and and retain the superior talent we need to succeed
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- Focus
each of us on the factors that will make our business successful
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Yet, recent market conditions have made achieving those goals more challenging
Many employees have options with a strike price (or exercise price) that is higher than the current share price
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At the same time, we believe our business fundamentals are sound
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- We're
growing revenue
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- We're
developing leading edge drug delivery systems
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- We
have valuable relationships with key strategic partners
We're doingand must continue to do
the things that it takes to win
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But, there are many factors that influence the value of our business
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- General
market conditions
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- Interest
rates
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- Drug
approval process
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- Consumer
and investor confidence in Inhale and our industry
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As a result, we're faced with a critical question
How can we address the high exercise price of many employee stock options, yet retain our accountability for
business performance?
Alternatives |
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Considerations |
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Provide supplemental grants |
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Dilution of value of Inhale's |
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Reprice options |
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shares |
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Cancel current options and |
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Investor relations |
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grant new ones |
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Impact on company earnings |
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Competitive environment |
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Opportunity to provide
employees with choice |
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Fairness |
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Our response is to provide
employees with a choice
You can elect to...
Maintain |
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Replace |
Keep your current
option grants and
strike price |
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or |
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Exchange non-evergreen stock option grants with exercise prices greater than or equal to $25 per share granted under the 2000 Non-Officer Equity Incentive Plan |
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Receive replacement option grants for options you elect to exchange on a 1:2 basis on 8/26/02 (or later if Inhale extends the offer) |
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Options required to be exchanged (see next slide) will be replaced on a 1:1 basis on 8/26/02 (or later if Inhale extends the offer)
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General terms of the exchange offer
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- You
can elect to exchange eligible option grants issued under Inhale's 2000 Non-Officer Equity Incentive Plan
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- Eligible
options are option grants with exercise prices greater than or equal to $25 per share (excludes Evergreen Options, except as required)
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- If
you received more than one eligible option grant under the Plan, you can choose to exchange as many or as few grants as you wish
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- Certain
conditions apply:
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- If
you exchange an option grant, you must exchange the entire grant
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- If
you participate, you must exchange all options
granted to you on or after July 24, 2001 (including grants with exercise prices <$25 per share, Evergreen Grants and grants under different plans). These options will be exchanged on
a 1:1 basis
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- You
must be continuously employed by Inhale or one of its subsidiaries through the date of grant of the replacement options
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If you maintain your current option grant(s), there is no change
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- Same
number of options you have now
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- Same
vesting
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- Same
terms and conditions
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- Same
strike (exercise) price
| You go "in the money" if the market price per share of Inhale stock exceeds the strike price |
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If you elect to replace your eligible options, these grants will be cancelled and replaced at a 1:2 ratio
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- Exchange
ratio of 1:2 for eligible options you elect to exchangeyou receive a replacement option covering 50% of the number of shares subject to
the options you exchanged
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- If
you participate and are therefore required to exchange options granted on or after July 24, 2001, these grants will be replaced on a 1:1 basis
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- Each
replacement option will have an equivalent vesting schedule on a percentage basis as your exchanged options
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- New
exercise price will be the fair market value of the underlying Inhale shares on the day prior to the date of the grant
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Vesting terms of replacement options
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- Replacement
options will have an equivalent vesting schedule, on a percentage basis, as exchanged options
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- The
vesting commencement date of the replacement option will be the original vesting commencement date of the applicable exchanged option
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- Vesting
credit, on a percentage basis, will be given through the date of grant of the replacement option
EXAMPLE
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Current
Grant
(Eligible Option)
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Replacement
Grant
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| Number of shares |
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100 |
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50 |
| Vesting commencement date |
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8/26/99 |
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8/26/99 |
| Percentage vested on 8/26/02 |
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50% |
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50% |
| Shares vested on 8/26/02 |
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50 |
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25 |
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An example in which participating in the exchange would result in an increase in value of an eligible option
| EXAMPLE 1 |
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EXAMPLE
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Current
Grant
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Replacement
Grant
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| Number of stock options |
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100 |
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50 |
| Strike price |
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$45.00 |
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$20.00 |
| Hypothetical 4 year price |
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$63.00 |
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$63.00 |
| Hypothetical gain per share |
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$18.00 |
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$43.00 |
| Hypothetical total gain |
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$1,800 |
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$2,150 |
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An example in which participating in the exchange would result in a decrease in value of an eligible option
| EXAMPLE 2 |
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EXAMPLE
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Current
Grant
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Replacement
Grant
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| Number of stock options |
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100 |
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50 |
| Strike price |
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$45.00 |
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$30.00 |
| Hypothetical 4 year price |
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$86.00 |
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$86.00 |
| Hypothetical gain per share |
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$41.00 |
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$56.00 |
| Hypothetical total gain |
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$4,100 |
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$2,800 |
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Examples of resulting values of options
required to be exchanged
EXAMPLE 1: Increase in Value of Options
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Current
Grant
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Replacement
Grant
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| Number of stock options |
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100 |
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100 |
| Strike price |
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$20.00 |
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$15.00 |
| Hypothetical 4 year price |
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$63.00 |
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$63.00 |
| Hypothetical gain per share |
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$43.00 |
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$48.00 |
| Hypothetical total gain |
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$4,300 |
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$4,800 |
EXAMPLE 2: Decrease in Value of Options
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Current
Grant
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Replacement
Grant
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| Number of stock options |
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100 |
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100 |
| Strike price |
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$20.00 |
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$30.00 |
| Hypothetical 4 year price |
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$63.00 |
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$63.00 |
| Hypothetical gain per share |
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$43.00 |
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$33.00 |
| Hypothetical total gain |
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$4,300 |
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$3,300 |
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If you exchange your options, the terms will be somewhat different than they are now
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- Eligible
Options elected to be exchanged will be replaced at a 1:2 ratio
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- New
exercise price will be the FMV of the underlying Inhale shares on the day prior to the date of grant
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- Grants
made on or after July 24, 2001 and required to be exchanged will be replaced at a 1:1 ratio
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- New
exercise price will be the FMV of the underlying Inhale shares on the day prior to the date of grant
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- Equivalent
vesting schedule on a percentage basis with credit for vesting through the date of grant of the replacement option
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Making Your Election
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- Participation
is voluntary and solely up to you
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- Inhale cannot advise you on whether or not you should exchange your options
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- Review
your current eligible option grant(s) and grants that would be required to be exchanged and their respective strike price(s)
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- Review
the Offer to Exchange (including the Q&A), Summary of Terms and the Election Form carefully
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- Consider
both the upside and downside opportunity
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- Check
with your financial and tax advisors
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- Ask
questions about anything that is not clear
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- Contact
Steve Hurst at (650) 631-3118 or Bob Harper at (650) 631-3222 or email to exchange@inhale.com
with any questions
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- Complete
and return your Election Form before midnight, Pacific Standard Time, 2/25/02
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- Submit
your Election Form even if you're not exchanging any options
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- You
may change your election as many times as you wish up to the deadline
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- Failure
to make an election before the deadline results in no option exchange
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- You
cannot change your election after the deadline
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- Remember,
this is a one-time only opportunitythere are no plans to repeat it
This presentation contained numerous examples including hypothetical stock prices. There can be
no assurance as to the price of Inhale Common Stock at any time in the future.
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