Exhibit 99.(a)(1)(B)
Form
of STOCK OPTION EXCHANGE ELECTION FORM
|
Employee
Name:
|
|
|
Employee
I.D. Number:
|
|
Instructions
In
order
to participate in the Offer (as defined below), you will need to:
| 1. |
Read
this Stock Option Exchange Election Form (the “Election Form”)
carefully;
|
| 2. |
Indicate
your election by selecting the “RSUs”, “New Options”, or “Do Not Exchange”
box for each of your Eligible Option grants listed
below;
|
| 3. |
Fill
in all other required information (marked with two asterisks
**);
|
| 4. |
Sign
and date this Election Form, keeping a copy for your records;
and
|
| 5. |
Send
the original of this Election Form to: Adam LaVigna,
Tegal Corporation, 2201 South McDowell Boulevard, Petaluma, CA,
94954,
to
be received by the Company no later than December 7,
2006
(
the
“Expiration Date”).
|
If
the
original of this Election Form cannot be sent by you so that it is assured
delivery by the Expiration Date, you must send a copy of this completed and
signed Election Form to Adam LaVigna by facsimile to 707-763-0436 (FAX) or
send
a scanned version of this Election Form by email to alavigna@tegal.com. Such
copy must
be received by fax or by email no later than 11:59 p.m. Pacific Daylight
Time on the Expiration Date and you must also send the original by courier
or
other express delivery service at
the
address listed above.
To
make changes to your election:
You may
submit another version of this Election Form at any time prior to
11:59 p.m. Pacific Daylight Time on the Expiration Date (or a later
Expiration Date if the Company extends the Offer). If you are changing a
previous election, you will need to update your selection of Eligible Option
grants below, fill out all other required information and sign and date a
new
copy of this Election Form. If your new Election Form is received by the
Company
on or prior to the Expiration Date and is properly completed and signed,
it will
supersede and replace in full any previously submitted Election Form(s).
You
will be bound by your last properly submitted Election Form received by
11:59 p.m. Pacific Daylight Time on December 7, 2006 (or a later Expiration
Date if the Company extends the Offer).
My
Election
:
1. I
have
received and carefully read the Offer to Exchange Certain Outstanding Options
to
Purchase Common Stock (the “Offer”), including the Summary of Terms in Question
and Answer format, dated November 8, 2006, sent to the employees of the Company
who hold Eligible Options to purchase common stock of the Company that have
exercise prices equal to or greater than $7.70 per share. Terms not
explicitly defined in this Election Form will have the same definitions as
used
in the Offer.
2. Pursuant
to the terms of the Offer, I elect to have one or more Eligible Option grants
held by me, as specified below, cancelled in exchange for a right to receive
RSUs and/or New Options, as indicated, in accordance with the specified exchange
formula described in the Offer. I fully understand and acknowledge that I
am
accepting all of the terms of the Offer. I hereby agree that, unless I revoke
my
election on or before 11:59 p.m. Pacific Daylight Time on December
7,
2006
(or
a later Expiration Date if the Company extends the Offer), my election will
be
irrevocable and, if accepted by the Company, the surrendered Eligible Options
will be cancelled in their entirety on the Expiration Date. I understand
I will
have the right to receive RSUs and/or New Options, to be granted approximately
one business day following the Expiration Date (the “Grant Date”), subject to my
continuous employment through the Grant Date.
I
understand that should I terminate from employment for any reason following
my
election to participate in the Offer and prior to the Grant Date, I will
not
receive an RSU and/or New Option grant. If I terminate on or after the
Expiration Date, I will not receive an RSU and/or New Option Grant and will
forfeit and will not be permitted to exercise my old options.
3. I
acknowledge that: (A) I will have no right to exercise all or any part of
the Eligible Options I elect to exchange after I submit this Election Form
(unless I submit a change to the election on another properly completed Election
Form prior to the Expiration Date) and such Eligible Options I elect to exchange
here will be cancelled as of the Expiration Date; (B) the Offer is a
discretionary program established by the Company and may be suspended, modified
or terminated by the Company at any time, as provided in the Offer; (C) the
RSUs and New Options to be granted pursuant to the Offer are discretionary
in
nature and such grant does not create any contractual or other right to receive
future equity or cash compensation, payments, awards or benefits; (D) all
New Options will be nonqualified stock options under the U.S. Internal
Revenue Code, regardless of the tax status of the Eligible Options exchanged,
and will be granted pursuant to the Plan; (E) the RSUs and New Options to
be granted pursuant to the Offer will be completely unvested at the time
of
grant, regardless of the vesting schedule of my Eligible Options, and will
vest
in annual installments over a period of two (2) years; and (F) vesting
of RSUs and New Options is contingent upon my continuous employment with
the
Company through the applicable vesting dates.
4. I
further
acknowledge and agree that this Offer will not and does not change or modify
any
terms of my employment with the Company, and neither the ability to participate
in the Offer nor actual participation in the Offer shall be construed as
a right
to continued employment with the Company or additional severance payments
in the
event of termination of my service. I represent that I have full power and
authority to execute and deliver this Election Form, and that the consent
of no
other party is required. I agree that the Company has made no representations
or
warranties to me regarding the Offer or the future pricing of the Company’s
common stock and my participation in the Offer is at my own discretion. I
agree
that the Company shall not be liable for any costs, taxes, losses or damages
I
may incur through my election to participate in the Offer.
**
Election
Form Information (please
check the appropriate box)
| |
|
|
o
|
This
is my initial Election Form.
|
|
|
|
|
o
|
This
is a change to my previous Election Form. I understand this Election
Form
supersedes any prior Election Form(s) I may have submitted. Date
on which
previous Election Form submitted:
|
Data
Privacy
To
administer this Offer, we must collect, use and transfer certain information
regarding you and your Eligible Options, and may have to disclose that
information to third parties who are assisting us with this Offer. By submitting
this Election Form, you consent to such collection, use and transfer of your
personal data by us and third parties assisting us with this Offer, but only
for
the purpose of administering your participation in this Offer. By submitting
this Election Form, you also acknowledge and agree that: (i) the parties
receiving this data may be located in a country different from that country
in
which you are employed, and the recipient’s country may have different data
privacy laws and protections; (ii) the data will be held only as
long as
necessary to administer and implement this Offer and as legally required;
(iii) you can request from us a list of the parties that may receive your
data; (iv) you can request additional information about how the data is
stored and processed; and (v) you can request that the data be amended if
it is incorrect. You may, at any time, withdraw this data privacy consent
in
writing by contacting Adam LaVigna @ 707-765-5656 or send an e-mail to
alavigna@tegal.com. You
understand that if you withdraw your data privacy consent, however, you will
not
be able to participate in this Offer.
Although
we intend to send you a confirmation of receipt of this Election Form, any
confirmation of receipt of this Election Form sent to you will merely be
a
notification that we have received your Election Form and does not mean the
Eligible Option grants you selected for exchange have been cancelled. We
will be
deemed to have accepted your Eligible Option grants for exchange at the time
we
give notice to you that your Eligible Options have been cancelled. Eligible
Options accepted for exchange will be cancelled on the first business day
following the Expiration Date.
If
you
need assistance completing this Election Form, please call Adam LaVigna @
707-765-5656 or send an e-mail to alavigna@tegal.com.
**
Acknowledgement
| |
|
|
o
|
I
acknowledge that my participation in the Offer, and my election
indicated
above, are voluntary. I further acknowledge that, based on the
information
I have received (e.g., the Offer, Summary of Terms, and this Election
Form), I understand the Offer. I also acknowledge that I will be
unable to
change my election after the Expiration
Date.
|
**Employee
Signature: ______________________________
**Date: _________________________ , 2006
**Employee
Name: _________________________________