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Tularik - Stock Option Exchange Program December 19, 2002
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Exhibit 99.(a)(1)(G)
Stock Option Exchange Program December 19, 2002
Topics ? Why we're here ? Stock option exchange program Highlights Impact on eligible options ? How to participate ? Things to consider/risks ? Key dates
Why we're here ? Discuss the offer and its impact ? Review the process to participate ? Tell you how to get your questions answered
Tularik Stock Option Exchange Program
Tularik is offering eligible employees the opportunity to exchange certain options with an exercise price that is higher than the current market price for replacement options
Option Exchange Program Overview
? Voluntary Stock Option Exchange Cancel options on January 17, 2003 and receive Replacement Options on July 18, 2003 ? Applies to any option granted under the 1997 Equity Incentive Plan except: Options with an exercise price less than $14/share Options granted to Executive Officers
Option Exchange Program Overview
? Exercise price of the Replacement Options will be the fair market value of Tularik common stock on the last trading day (expected to be July 17, 2003) before Replacement Options are granted (expected to be July 18, 2003)
? None of the shares subject to the Replacement Options will be vested on the date of grant ? Replacement Options will vest monthly over a period of time equal to the amount of vesting remaining on canceled options (rounded down one month if a canceled option has accrued at least two weeks of vesting for the month prior to the Exchange Date) plus 6 months i.e., the Replacement Option will vest over the number of months of vesting remaining on your previous option as of January 17, 2003 plus 6 months ? Replacement Options will expire 10 years (expected to be July 17, 2013) from the date of grant
Why Conduct The Exchange Program Now? Why Can't Options Be Exchanged Immediately?
Variable accounting consequences for exchanges that fail 6 month look-back and 6 month + 1 day ?at risk' tests.
Variable accounting would have an adverse effect on our stock price once we start selling products.
How the Exchange Program Works
? Employees must make election to exchange options on or before January 17, 2003 This is the "Exchange Date" ? Replacement Options will be granted on July 18, 2003 This is the Replacement Option "Grant Date" ? All Replacement Options will be Non-Qualified Stock Options (i.e., Replacement Options do not qualify for ?ISO' treatment) ? No additional options may be granted to exchange program participants prior to July 18, 2003
Eligibility ? Any employee holding options: Must be employed on the Exchange Date (January 17, 2003) to be eligible to exchange options and receive a Replacement Option Must be continuously employed from Exchange Date through Replacement Option Grant Date (July 18, 2003) to receive a Replacement Option
Example Number 1 ? Jenny's hire date January 6, 2000 ? Her original stock option: 1,000 shares at $40.00/share ? Hypothetical stock price on Exchange Date: $9/share ? Hypothetical stock price on Replacement Option Grant Date: $12/share ? Replacement Option: 1,000 shares at $12/share with 10 year term
Example Number 2
? Bob's hire date April 20, 2001 ? His original stock option: 1,000 shares at $22.25/share ? Hypothetical stock price on Exchange Date: $9/share ? Hypothetical stock price on Replacement Option Grant Date: $25/share ? Replacement Option: 1,000 shares at $25/share with 10 year term
Vesting-Replacement Options
? None of the shares subject to the Replacement Options will be vested on the Replacement Option Grant Date (July 18, 2003) ? Vesting of Replacement Options Replacement Options vest monthly over the number of months remaining to vest on your canceled option as of the Exchange Date (rounded down one month if a canceled option has accrued at least two weeks of vesting for the month prior to the Exchange Date), plus 6 months Replacement Options that were fully vested as ...
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