FORM OF EMAIL TO EMPLOYEES
Published on November 19, 2008
Exhibit
(a)(12)
Dear
EMCORE Employee,
As you
may recall from previous communications, you are one of EMCORE’s current
employees that holds stock options issued under EMCORE’s 2000 Incentive Stock
Option Plan which may create an income tax liability for you under Section 409A
of the Internal Revenue Code and also under similar sections of certain state
tax codes.
In order
to deal with these potential tax issues relating to your options, EMCORE is
commencing a tender offer for your options and all similar options held by
current EMCORE employees. Under the terms of this offer, you will be
given the opportunity to amend these options to reflect a new exercise price,
which will not create a Section 409A tax liability, and you will also receive a
cash payment in an amount per option equal to the difference between the current
exercise price and the new, higher exercise price.
More
details regarding this offer are contained in the following documents, which are
attached to this email:
1. A copy of
the EMCORE Corporation Offer to Amend Eligible Options, dated November 19, 2008
(the “Offer to Amend”);
2. Memorandum
from EMCORE Corporation, dated November 19, 2008, announcing the Offer to
Amend;
3. Frequently
Asked Questions, dated November 19, 2008, relating to the Offer to
Amend;
4. A copy of
the Letter of Transmittal and Instructions for the Offer to Amend;
5. A copy of
the Withdrawal Form for the Offer to Amend;
6. A copy of
the form of Restricted Stock Unit Agreement; and
7. The form
of Stock Option Amendment and Cash Payment Agreement relating to the Offer to
Amend.
8. A
form of Acknowledgment Of Receipt Of Documents Relating To The Offer To Amend
Eligible Options
We would
ask you to do the following:
-Complete
document number 8 above, acknowledging that you received these documents, and
either scan and email it back to me at Keith_Kosco@emcore.com, or fax it to me
at (626) 293-3646.
-PLEASE
REVIEW THESE DOCUMENTS VERY CAREFULLY THOROUGHLY AND FEEL FREE TO CALL, EMAIL OR
FAX ME WITH ANY QUESTIONS THAT YOU MAY HAVE.
ON
MONDAY, NOVEMBER 24, AT ONE P.M. MOUNTAIN TIME, WE WILL BE HOLDING A MEETING TO
EXPLAIN THE MECHANICS OF THE TENDER AND ANSWER ANY QUESTIONS THAT YOU MAY HAVE.
THE MEETING WILL TAKE PLACE IN THE BUILDING 2 CAFETERIA IN ALBUQUERQUE
AND EMPLOYEES FROM OTHER OFFICES CAN DIAL IN USING THE FOLLOWING
CALL-IN INFORMATION:
US
Toll-Free:
1-800-308-9694
Participant
Passcode: 741050