Q&A about Replacement Grants
Exhibit 99.(A) (2)
Q&A about Replacement Grants
1) WHAT HAPPENED TO THE
ORIGINAL GRANT?
We have determined that
the 2009 option grants were not properly awarded and processed. Accordingly we
wish to provide new awards in place of the options we attempted to grant. Once
the new awards are granted, you will have no further rights with respect to the
attempted option grants.
2) WHAT SHOULD I DO TO
QUALIFY FOR THE REPLACEMENT GRANT?
Please review and sign
the attached Agreement to Grant Restricted Share Units and Stock Option (the
“Grant Agreement”).
3) WHY DO I NEED TO SIGN
THIS AGREEMENT?
The primary purpose of
the Grant Agreement is to inform you of the characteristics of the new grants
that the Board will make. We ask that you sign the Grant Agreement to
acknowledge your acceptance of the new awards and that you waived any rights to
the attempted option grants.
4) HOW WERE THE
CHARACTERISTICS OF MY REPLACEMENT GRANT DETERMINED?
The Board’s intent in
approving your new awards was to put you in a similar economic position as you
would have been if the attempted option grants had been properly granted. To
that end, the new awards include an option to purchase the same number of shares
with identical vesting as the attempted option grant. Since the new option grant
has a higher exercise price than the attempted option grant, we also will be
granting you a restricted share unit award that is intended to make up for the
increase in the price of our shares.
5) WHAT IS THE DEADLINE
FOR SIGNING AND RETURNING MY GRANT AGREEMENT?
In order to receive the
benefit of your new awards we ask that you sign and return the Grant Agreement
as soon as possible. If we do not receive your Grant Agreements by March 31,
2010, you will not retain the new awards.
6) WHERE CAN I GET
ADDITIONAL INFORMATION ABOUT THE COMPANY?
We have filed with the
US Securities and Exchange Commission a Form CB with respect to the replacement
grants. We recommend that you review our most recent reports on Form 6-K
furnished to the US SEC, available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, particularly our Form
6-K furnished to the US SEC on February 11, 2010, available at:
▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇
7) WHO SHOULD I CONTACT
IF I HAVE ANY QUESTIONS?
If you have any
questions, please contact HR and Stock Admin support teams. Stock Admin main
support Lo (#15818), ▇▇▇▇▇ (#16698) and ▇▇▇▇ (#16030). HR team is ▇▇▇▇▇▇
(#10349), ▇▇▇▇▇▇ (#10532), ▇▇▇▇▇▇ (#12538) and ▇▇▇▇▇ (#10533).