FORM OF NOTICE OF EXPIRATION OF OFFER
Published on November 19, 2008
Exhibit
(a)(7)
EMCORE
CORPORATION
OFFER
TO AMEND ELIGIBLE OPTIONS
FORM
OF NOTICE OF EXPIRATION OF OFFER, AMENDMENT OF ELIGIBLE OPTIONS AND COMMITMENT
TO MAKE CASH PAYMENT
To :
We are
pleased to announce that we have completed our Offer to Amend Eligible
Options. As a result of the Offer, we have amended outstanding
Eligible Options
covering shares
of our common stock to increase the exercise price of each such option to the
Fair Market Value per share of our common stock on the date of grant of the
Eligible Option. In addition, the participants whose Eligible Options
have been so amended are now eligible for the Cash Payment in the approximate
aggregate amount of
$ to
compensate them for the higher exercise prices per share in effect for their
Amended Options.
The
following chart lists each of your tendered Eligible Options that have been
amended. The information in the chart confirms that the listed
Eligible Options were validly submitted for amendment pursuant to the Offer and
not validly withdrawn prior to the Expiration Date of the
Offer. Accordingly, the Adjusted Exercise Price per share now in
effect for each of your amended Eligible Options is indicated
below. Each of your Amended Options will vest in accordance with the
same vesting schedule measured from the same vesting commencement date and will
have the same exercise period, option term and other conditions in effect for
that Eligible Option immediately prior to the amendment.
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Date
of Grant
|
Exercise
Price Per Share Prior to Amendment ($)
|
Adjusted
Exercise Price Per Share
($)
|
Number
of Shares Underlying Amended Options
|
Amount
of Cash Payment
|
|
Total
Cash Payment Amount:
$_________
|
In
exchange for your agreement to amend your outstanding Eligible Options to
increase the exercise prices for those Eligible Options,
EMCORE hereby irrevocably commits to pay you the Cash Payment in the
amount of
$ . Internal
Revenue Service regulations require that the cash payment not be paid in the
same year in which the Eligible Options are amended. Therefore, the
cash payment will be paid on the first regular payroll date after January 1,
2009. EMCORE must withhold all applicable U.S. federal,
state and local income and employment withholding taxes as well as applicable
foreign taxes and payments required to be withheld with respect to the Cash
Payment. You will receive only the portion of the Cash Payment
remaining after those taxes have been withheld.
This
commitment to pay you the Cash Payment is governed by the terms and conditions
of the Offer as set forth in the Offer to Amend Eligible Options dated November
19, 2008, the Letter of Transmittal and the Stock Option Amendment and Cash
Payment Agreement (collectively, the “Offer
Documents”), all of which are incorporated herein by
reference. Accordingly, this commitment and the Offer Documents
reflect the entire agreement between you and EMCORE with respect to the
amendment of your tendered Eligible Options and the payment
of the Cash Payment.
EMCORE
CORPORATION
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By:
_____________________________________
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|
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Name: Keith
Kosco
|
|
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Title:
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Chief
Legal Officer and
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Corporate
Secretary
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Date:
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December ,
2008
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