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All optionholders are eligible to participate.
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All unexercised stock options that have an exercise price per share greater than $2.46, the average closing sale price of the Common Stock on the NASDAQ Global Market for the twenty five trading days ending on June 22, 2010 are eligible for this exchange program.
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To be eligible, you must continue to be an employee, director or consultant of Mannatech or any of its subsidiaries through the end of the election period, which we expect will occur on August 13, 2010.
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You must exchange all or none of your options from a particular stock option grant.
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Type of Options: Under some circumstances, certain optionholders may recognize taxable income upon exercise of the replacement options. See description on page 32 of the Offer to Exchange. You may also have taxable income when you sell the shares issued upon exercise of the options.
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Vesting Period: Replacement options will vest annually in 1/3 installments starting one year from the grant date of the replacement options.
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Option Term: Replacement options will expire 10 years from the grant date which we expect to occur on or about August 16, 2010 (except that replacement options which are incentive stock options granted to 10% beneficial owners will expire 5 years from the grant date).
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Exercise Price: The exercise price for replacement options will be equal to the closing price of Mannatech’s common stock on the grant date of the replacement options (except that replacement options which are incentive stock options granted to 10% beneficial owners will have an exercise price equal to 110% of the closing price).
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Exchange Ratio: Options will be exchanged for replacement options covering a lesser number of shares based on the current exercise price as follows:
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Per Share Exercise Price
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Expiration Date
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Exchange Ratio (Eligible Options to Replacement Options)
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Example
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$ 20.64
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04/06/15
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4.000 - to - 1
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For 100 Eligible Options you will receive approximately 25 Replacement Options
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$ 17.05
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07/14/15
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3.345 - to - 1
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For 100 Eligible Options you will receive approximately 29 Replacement Options
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$ 15.60
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02/19/17
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3.094 - to - 1
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For 100 Eligible Options you will receive approximately 32 Replacement Options
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$ 15.13
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06/13/12
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6.704 - to - 1
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For 100 Eligible Options you will receive approximately 14 Replacement Options
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$ 15.13
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06/13/17
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3.019 - to - 1
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For 100 Eligible Options you will receive approximately 33 Replacement Options
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$ 14.99
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11/16/16
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2.988 - to - 1
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For 100 Eligible Options you will receive approximately 33 Replacement Options
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$ 13.82
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08/27/16
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2.791 - to - 1
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For 100 Eligible Options you will receive approximately 35 Replacement Options
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$ 12.44
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08/30/15
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2.562 - to - 1
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For 100 Eligible Options you will receive approximately 39 Replacement Options
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$ 12.23
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01/03/16
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2.528 - to - 1
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For 100 Eligible Options you will receive approximately 39 Replacement Options
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$ 11.21
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06/11/16
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2.361 - to - 1
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For 100 Eligible Options you will receive approximately 42 Replacement Options
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$ 7.98
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09/30/17
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1.848 - to - 1
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For 100 Eligible Options you will receive approximately 54 Replacement Options
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$ 7.46
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03/23/18
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1.767 - to - 1
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For 100 Eligible Options you will receive approximately 56 Replacement Options
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$ 7.45
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11/05/13
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2.240 - to - 1
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For 100 Eligible Options you will receive approximately 44 Replacement Options
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$ 7.31
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09/05/17
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1.744 - to - 1
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For 100 Eligible Options you will receive approximately 57 Replacement Options
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$ 6.39
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02/21/18
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1.602 - to - 1
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For 100 Eligible Options you will receive approximately 62 Replacement Options
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$ 6.03
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06/18/18
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1.547 - to - 1
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For 100 Eligible Options you will receive approximately 64 Replacement Options
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$ 4.00
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05/09/11
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3.846 - to - 1
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For 100 Eligible Options you will receive approximately 26 Replacement Options
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$ 3.81
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09/01/19
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1.207 - to - 1
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For 100 Eligible Options you will receive approximately 82 Replacement Options
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$ 3.56
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02/23/20
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1.168 - to - 1
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For 100 Eligible Options you will receive approximately 85 Replacement Options
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$ 3.53
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02/17/19
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1.164 - to - 1
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For 100 Eligible Options you will receive approximately 85 Replacement Options
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$ 3.49
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06/01/13
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1.325 - to - 1
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For 100 Eligible Options you will receive approximately 75 Replacement Options
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$ 3.28
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05/11/20
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1.125 - to - 1
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For 100 Eligible Options you will receive approximately 88 Replacement Options
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$ 3.10
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12/21/19
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1.098 - to - 1
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For 100 Eligible Options you will receive approximately 91 Replacement Options
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$ 3.00
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06/09/19
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1.082 - to - 1
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For 100 Eligible Options you will receive approximately 92 Replacement Options
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$ 2.79
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03/01/19
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1.049 - to - 1
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For 100 Eligible Options you will receive approximately 95 Replacement Options
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$ 2.75
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11/19/13
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1.165 - to - 1
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For 100 Eligible Options you will receive approximately 85 Replacement Options
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$ 2.69
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10/31/11
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2.105 - to - 1
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For 100 Eligible Options you will receive approximately 47 Replacement Options
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$ 2.63
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08/22/10
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2.750 - to - 1
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For 100 Eligible Options you will receive approximately 36 Replacement Options
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$ 2.53
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11/24/18
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1.007 - to - 1
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For 100 Eligible Options you will receive approximately 99 Replacement Options
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$ 2.50
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06/03/12
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1.232 - to - 1
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For 100 Eligible Options you will receive approximately 81 Replacement Options
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$ 2.50
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11/19/18
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1.004 - to - 1
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For 100 Eligible Options you will receive approximately 99 Replacement Options
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The offer period begins today and will end at 8:00 a.m., Central Time, on August 13, 2010, unless we decide to extend the offer to exchange.
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Optionholders who wish to participate in the exchange program must elect to participate during this window by submitting an individualized Election Form to Mannatech:
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by regular mail, courier or hand delivery to Mannatech, Incorporated, 600 South Royal Lane, Suite 200, Coppell, TX 75019, Attn: Tatiana Morosyuk;
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by facsimile to (972) 471-7319; or
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by scanning the completed Election Form to a PDF and e-mailing to tmorosyuk@mannatech.com.
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We will not accept any elections after 8:00 a.m., Central Time, on August 13, 2010, unless Mannatech is required or decides to extend the offering period to a later date.
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Based on our expected timeline, optionholders will be granted replacement options for exchanged eligible stock options as of August 16, 2010, with an exercise price equal to Mannatech’s closing price on such date.
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