Our Board of Directors has approved an exchange offer to allow employees the opportunity to exchange all or a portion of their existing stock options for the same number of new options. This program is currently scheduled to commence on January 29, 2009 and end on March 3, 2009 at 6:00 a.m. Pacific Time, unless Google is required or opts to extend the offer period to a later date. Currently, we expect that new options will have an exercise price equal to the closing price per share of our common stock on March 2, 2009 and that stock options with exercise prices above this closing price will be eligible for exchange, but this may change. Generally, all employees with options are eligible to participate in the program (Eric Schmidt, Sergey Brin, and Larry Page do not hold options).

The Board of Directors has determined that it would be in the best interest of the Company to implement a stock option exchange program for all current employees of the Company and its subsidiaries (including the executive officers of the Company) who hold non-qualified and incentive stock options (the "Option Exchange Program"). The options subject to the Option Exchange Program were granted under the Company.s 1994 Stock Option Plan (the "1994 Plan"), the 2004 Stock Option Plan (the "2004 Plan") and the 2007 Stock Incentive Plan (the "2007 Plan"). They will be exchanged for either options, restricted stock awards or restricted stock units under the Company.s 2007 Plan.

Exchange ratios will be set with the intention that each new stock option, restricted stock award or restricted stock unit will have a value that is equal to the value (established in accordance with a generally accepted option valuation method discussed below) of the exchanged stock option. This is referred to as a "value-for-value" exchange which should have a neutral impact on the Company's financial statements.

The expiration date of any new option issued in replacement of the tendered option will be identical to the expiration date of the exchanged option. The vesting schedule for the new grant will be the same as the exchanged option.

Eligible stock options would be surrendered in exchange for a lesser amount of options with a lower exercise price in a new stock option grant, based on a specified methodology for determining exchange ratios. Starbucks would use an industry standard stock option valuation model to determine the actual exchange ratios to calculate the number of options granted in a new stock option grant. The exchange ratios would be designed to result in a fair value of the new stock option grant that is approximately equal to the fair value of the options that are exchanged. The actual exchange ratios would be determined by the Compensation Committee shortly before the commencement of the Option Exchange Program. We anticipate that the Option Exchange Program would be open to all U.S. and international partners who hold eligible stock options.

Eligible Employees will be given the opportunity to exchange their Eligible Options for new stock options representing the right to purchase a lesser number of shares at a per share exercise price equal to not less than 110% of the closing sales price of our common stock as quoted by NASDAQ on the date the New Options are granted. The Option Exchange Program is not a one-for-one exchange. Eligible Employees surrendering Eligible Options will receive New Options covering a lesser number of shares than are covered by the exchanged options. The number of Eligible Options that are surrendered in the exchange in order to receive one share underlying a New Option is referred to as the "exchange ratio". The proposed exchange ratio for a surrendered option, will be determined based on the original exercise price of the surrendered option, with the result rounded to the nearest whole number. We intend to use an exchange ratio that will result in the issuance of New Options having a fair value for financial accounting purposes approximately equal to the fair value for financial accounting purposes of the Eligible Options surrendered in the exchange and thereby not resulting in any additional compensation expense to the company in connection with the issuance of the New Options or the cancellation of the Exchange Options. The Option Exchange Program will only be open to Eligible Employees (employees of the company, other than any named executive officer or director of the company, at the time the exchange program is implemented)

The opportunity to participate in the Option Exchange Program will be offered to all of our domestic and foreign employees and our executive officers (excluding Yuchun Lee, our chief executive officer and chairman) (collectively referred to as the "Eligible Participants") who hold Eligible Options that were granted under our 2005 Stock Incentive Plan. each New Option will have: (1) an exercise price per share equal to the closing price of Unica Corporation stock on the day that our exchange offer expires, (2) a new expiration date of six years from the date of grant and (3) the following vesting schedule:

(a) New Options granted in exchange for Eligible Options that were granted before March 1, 2007 shall vest with respect to 50% of the underlying shares on the one year anniversary of the new grant date, and shall vest with respect to 12.5% of the underlying shares every three months thereafter; and

(b) New Options granted in exchange for Eligible Options that were granted on or after March 1, 2007 shall vest with respect to 50% of the underlying shares on the one year anniversary of the new grant date, and shall vest with respect to 6.25% of the underlying shares every three months thereafter.

The ratio of shares underlying New Options to shares underlying exchanged Eligible Options will be 2 to 3, and all New Options will be nonstatutory options regardless of whether the Eligible Options exchanged therefor were incentive stock options or nonstatutory stock options.

You are eligible to participate in the Offer, and therefore are an "Eligible Employee," if you: Are an active employee or consultant of one of the Company.s subsidiaries (excluding non-employee directors) on the date the Offer is made or you are on an authorized leave of absence (See Section 1 of the Offer Terms (Section III) . "Eligibility"); OR Hold Eligible Options (See Section 2 of the Offer Terms (Section III) . "Eligible Options; Expiration Date")

a cash payment in the range of $1.19 to $2.90 per option

The exchange program will be open only to persons who, as of the effective date of the exchange program, are employed by us. Non-employee members of our Board of Directors, former employees, consultants and other third parties who may hold options or SARs will not have the right to participate in the exchange program. New SARs granted in exchange for options and SARs surrendered in the exchange program would have an exercise price equal to the market price of our common stock on the date the exchange is completed. The exchanging employee would receive new SARs in exchange for surrendered options/SARs at a ratio of between 1 for 1.75 and 1 for 13.75, depending upon the exercise price of the surrendered option/SAR. To accommodate possible recovery of the market price of our common stock, our Board of Directors has authorized our Compensation Committee to set a threshold exercise price and increase (but not decrease) the exchange ratio for options and SARs eligible to participate in the exchange program if there is a significant change in the market price for our common stock preceding the commencement of the exchange program.

The Offer is open to all of Threshold.s existing employees, consultants, executive officers and directors as of January 12, 2009 (the "Eligible Persons"). To receive Replacement Options, a participant in the Offer must also be employed by or providing services to Threshold on the date the Replacement Options are granted.

All Replacement Options will be granted with an exercise price equal to the closing sale price of our common stock on the Grant Date. There is no guarantee that the exercise price of the Replacement Options will be less than the exercise price of the Current Options.

Vesting of Replacement Options. Each Replacement Option, including Replacement Options issued in exchange for Current Options that are fully vested as of the Cancellation Date, will be entirely unvested on the Grant Date. Each Replacement Option will vest pro-rata on a monthly basis such that each Replacement Option will be fully vested on the later of (a) January 12, 2010 and (b) the same date as the Current Option would have become fully vested had it not been exchanged, subject to the Eligible Person.s continued service with the Company.

Example: Assume an Eligible Person tenders a partially vested Current Option to purchase 10,000 shares of Threshold common stock that, in accordance with its original vesting schedule, would have become fully vested on March 1, 2012. The Replacement Option will be entirely unvested on the Grant Date but will vest pro-rata on a monthly basis such that on March 1, 2012, all 10,000 shares subject to the Replacement Option will be vested, subject to the Eligible Person.s continued service with the Company.

Example: Assume an Eligible Person tenders a fully vested Current Option to purchase 8,000 shares of Threshold common stock. The Replacement Option will be entirely unvested on the Grant Date but will vest pro-rata on a monthly basis such that on January 12, 2010, all 8,000 shares subject to the Replacement Option will be vested, subject to the Eligible Person.s continued service with the Company.

FOR EMPLOYEES (EXCLUDING EXECUTIVE OFFICERS AND DIRECTORS)

The option exchange program is not a one-for-one exchange. Participants surrendering outstanding Eligible Options will receive new options covering a lesser number of shares than are covered by the surrendered options. The number of shares underlying the new option received in exchange for one share underlying an Eligible Option that is surrendered in the exchange is referred to as the "exchange ratio." The proposed exchange ratio for a surrendered option would depend on the original exercise price of the surrendered option, with the result rounded to the nearest whole share.

Shown in the table below are the exchange ratios that we intend to use in the option exchange program based upon assumptions and various calculations, described in more detail below, performed on December 16, 2008, using data available as of December 15, 2008:

If the Exercise Price of an Eligible Option is:
The Exchange
Ratio is:

$6.00-6.80, then
5-for-1

$6.81-9.80, then
6-for-1

$9.81-13.80, then
10-for-1

Greater than or equal to $13.81, then
15-for-1

Participating employees would have the opportunity to surrender unexercised employee stock options they currently hold with an exercise price greater than or equal to $9.50 per share and would receive in exchange options to purchase an equivalent number of shares of common stock, at an exercise price equal to the fair market value on the grant date of the new stock options (the "Stock Option Exchange"). The new options would vest on a new four-year schedule, with either (i) 25% of the shares subject to the option vesting on the first anniversary of the date of grant, and the remainder vesting ratably on a monthly basis over the next three years or (ii) 50% of the shares subject to the option vesting on the second anniversary of the date of grant, and the remainder vesting ratably on a monthly basis over the next two years. The particular vesting schedule would be determined based on the vesting schedule of the surrendered option. As a result, option holders would not receive any credit for the vesting of the exchanged options. The new options will also have a seven-year term, as compared to the ten-year term for currently outstanding options.

The Stock Option Exchange program will be open to all eligible U.S. employees of ShoreTel. The Stock Option Exchange will not be available to the independent members of our board of directors. The program also will not be available to any former employees.

No information available

The Offer will be open to all persons that are employed by us as of the commencement of the Offer and through the expiration of the Offer ("Eligible Employees"), excluding Peter T. Dameris, our President and Chief Executive Officer; James L. Brill, our Senior Vice President and Chief Financial Officer; Emmett B. McGrath, our President of Life Sciences and Allied Divisions; Michael J. McGowan, our President of Oxford Global Resources, Inc.; and Mark S. Brouse, our President of VISTA Staffing Solutions, Inc. (together, our "Executive Officers"). Additionally, members of our Board of Directors will not be eligible to participate in the Offer.

We will exchange Restricted Stock Units for options covered by Eligible Option Grants surrendered according to the following table: (for table, see section 8 of EX-99.(A)(1)(A))

You are an "eligible employee" if you are an employee of Lattice based in the United States and you remain employed by Lattice or a successor entity through the date on which the exchanged options are cancelled. However, none of our executive officers, the members of our board of directors, or employees of Lattice based outside of the United States are eligible to participate in the offer.

The number of new options that you receive will depend on the number of options you exchange, the exercise price of those options, and an exchange ratio (rounded to the nearest quarter (0.25) of a share) determined by dividing the Black-Scholes value of the new option by the weighted average Black-Scholes value of outstanding eligible options with per share exercise prices within the following price ranges:
Per Share Exercise Price of Eligible Option

$3.91 - $4.99
$5.00 - $7.49
$7.50 - $9.99
Above $10.00

The Black-Scholes value of the new options and eligible options will be calculated as of the expiration date using the average closing price of our common stock over the thirty (30) calendar day period ending on the expiration date. Therefore, the Black-Scholes value of the new options and eligible options will not be known until the expiration date. As the Black-Scholes value will determine the exchange ratios for each of the price ranges identified above, the exchange ratios will also not be known until the expiration date.

At the last annual meeting of stockholders held in August 2008, the Company obtained approval from stockholders to amend the Amended and Restated 1999 Stock Incentive Plan to authorize a stock option/SSAR exchange program for stock options and SSARs that have an exercise price of $26 or more and held by employees other than executive officers and directors. The exchange program and any exchange offer thereunder may be commenced at the discretion of the Compensation Committee prior to August 5, 2009.

Certain underwater stock options held by employees, except for officers and members of our Board of Directors, may be exchanged for a lesser number of new stock options with an exercise price equal to the fair market value of our ordinary shares at the completion of the offer, with the number of new options based on the exchange ratios described below.

The exchange ratio will depend on the exercise price of the employee.s current options (and is subject to change in order to maintain a substantially cost-neutral option exchange program).

For the table of exchange ratios, see page 13 of the DEF 14A document

Officers and directors would not be eligible to participate in the option exchange.

The exercise price of the Replacement Option will be equal to the closing price of the Company.s common stock on the NASDAQ on the day when the Replacement Options will be granted (currently expected to be January 22, 2009).

Each Replacement Option will represent the right to purchase the same number of shares as the Eligible Option tendered for exchange. However, the Replacement Option will have a different vesting schedule. If you are currently vested in part or in whole in an Eligible Option and you choose to exchange that for a Replacement Option, you will start a new four-year annual vesting schedule and you will not be able to purchase shares until you have vested into shares under that new four-year annual vesting schedule.

You are an "eligible optionholder" if you are employed by EnerNOC or one of our subsidiaries, or are a director who serves on the board of directors of EnerNOC

The exercise price per share for your new option grant will be equal to: (i) if you are an employee and not an executive officer or director of the Company, the closing price of EnerNOC.s common stock as reported on Nasdaq on the expiration date of the exchange offer; (ii) if you are an executive officer who is not also a director of the Company, 33% above the closing price of EnerNOC.s common stock as reported on Nasdaq on the expiration date of the exchange offer; or (iii) if you are a director of the Company, 50% above the closing price of EnerNOC.s common stock as reported on Nasdaq on the expiration date of the exchange offer.

Members of the Board of Directors are not eligible.

The number of shares represented by the Replacement Options will be determined using an exchange ratio designed to result in the fair value of the Replacement Options at the time the Replacement Options are granted being equal to the fair value of the Eligible Options tendered for exchange at the time immediately prior to the Eligible Options being cancelled. The exchange ratios used in this Offer will be calculated by our independent compensation consultant using the Black-Scholes option valuation model and based upon the closing price of our common stock as reported on NASDAQ on the exchange date, which is expected to be the expiration date of this Offer, as well as other valuation assumptions.

Each Replacement Option will have a per share exercise price equal to the closing price of the Company.s common stock on NASDAQ on the grant date;

You are an "eligible employee" if you are an employee or consultant of Marvell (which, for purposes of this offer, includes all subsidiaries and affiliates) and you continue to provide services to Marvell or a successor entity through the date on which the exchanged options are cancelled. However, our named executive officers and the members of our board of directors are not eligible to participate in the offer.

Per Share Exercise Price of Eligible Option; Restrickted Stock Units for Exchanged Options

$0.00 - $11.99
Not eligible.


$12.00 - $18.00
One (1) restricted stock unit for every six point five five (6.55) exchanged options.


$18.01 - $25.00
One (1) restricted stock unit for every eight point four (8.40) exchanged options.


$25.01 and higher
One (1) restricted stock unit for every thirteen point two (13.20) exchanged options.

Our executive officers are eligible to participate in the offer, but non-employee members of our Board of Directors will not be eligible to participate in the Offer.

Each Replacement Option issued in the exchange will represent a right to acquire the same number of shares of our common stock as the Eligible Option Grant that it replaces, at a fixed exercise price per share that is equal to the greater of (i) $1.00 or (ii) the Fair Market Value of our common stock on the date the Replacement Option is granted.

You are an "Eligible Optionholder" if you are a certain key U.S. employee employed by Spark or one of our subsidiaries on the date this Exchange Offer commences. As of November 11, 2008, the Eligible Optionholders consisted of 80 employees. Our executive officers are included as Eligible Optionholders.

The exercise price of the New Options will be subject to a $3.00 floor. Each New Option granted will have an exercise price per share equal to the closing price of our common stock as reported on the NYSE Alternext for the business day on which the Exchange Offer expires unless such closing price falls below $3.00, in which case the exercise price will equal $3.00.

Your New Option will represent the right to purchase the same number of shares as the Eligible Option tendered for exchange.

We are offering the full-time and part-time employees of RADVISION and its subsidiaries, other than our directors, chief executive officer, chief financial officer, president and senior officers who report to the chief executive officer, the opportunity to exchange certain of their outstanding share options for new options on the terms described herein. Only those outstanding share options with exercise prices of $7.50 or more per share will be eligible for exchange, referred to below as eligible options. The exercise price of the new options will be equal to the higher of $7.50 per share and the per share closing price of our ordinary shares on the NASDAQ Global Market on the date the new options are granted. A new option grant made pursuant to this exchange offer will be exercisable for the same number of ordinary shares as the eligible options surrendered, subject to a new vesting schedule.

No information available.

he stock option exchange program would apply to all such stock options outstanding held by all persons who are currently employed or actively engaged by us, including our executive officers but excluding non-employee members of our Board of Directors

If this Proposal No. 3 is approved, the exercise price of these new stock options will be set at the closing sale price of our Common Stock on NASDAQ on the date of the closing of the tender offer to be made to employees to implement the stock option exchange program

A table summarizing the stock option exchange program appears on page 17 of the DEF 14A document

No information available.

Our executive officers and members of our Board of Directors will not be eligible to participate.

The number of outstanding stock options that an eligible employee would surrender for cancellation in exchange for the grant of a new stock options or RSUs is known as the exchange ratio. The exchange ratio will depend on our stock price at the time of the exchange offer, the exercise price of the employee's current options and whether the employee chooses to receive new stock options or RSUs. In the proposed exchange offer, eligible employees would be offered an opportunity to exchange on a grant-by-grant basis their current stock options either for a smaller number of new stock options or for a smaller number of RSUs based on the exchange ratios detailed in the below table.

(table can be seen on p. 14 of the DEF 14A document)

You are eligible to participate in this offer if you are a U.S. or United Kingdom-based employee of Virage Logic on the date of this offer and remain employed with Virage Logic through the expiration date. No other employees of Virage Logic based outside of the United States are eligible to participate in this offer. In addition, the members of our board of directors and our chief executive officer, chief financial officer and chief operating officer are not eligible to participate in this offer.

If you participate in this offer, the number of restricted stock units you receive will depend on the exercise price of and the number of shares subject to the options that you tender for exchange or the base price of and the number of shares subject to the SSARs that you tender for exchange, as applicable. Our objective in establishing the exchange ratios was to ensure that the restricted stock units granted in this offer will have an aggregate value, calculated based on the Black-Scholes valuation methodology, no greater than the aggregate value of the options and SSARs surrendered, as described in Section 2 of this offer to exchange.

Each restricted stock unit represents the right to receive one share of common stock upon vesting if you remain employed with us through the vesting date.

the number of restricted stock units that you receive will depend on the exercise price of and the number of shares subject to your exchanged options or the base price of and the number of shares subject to your exchanged SSARs, as follows:

Options

Exchanged options granted with an exercise price per share less than or equal to $9.00 will be exchanged for restricted stock units at an exchange ratio of one restricted stock unit for every three exchanged options.

Exchanged options granted with an exercise price per share greater than or equal to $9.01 but less than or equal to $14.00 will be exchanged for restricted stock units at an exchange ratio of one restricted stock unit for every five exchanged options.

Exchanged options granted with an exercise price per share greater than or equal to $14.01 will be exchanged for restricted stock units at an exchange ratio of one restricted stock unit for every six exchanged options.

SSARs

Exchanged SSARs granted with a base price per share less than or equal to $9.00 will be exchanged for restricted stock units at an exchange ratio of one restricted stock unit for every three exchanged SSARs.

Exchanged SSARs granted with a base price per share greater than or equal to $9.01 but less than or equal to $14.00 will be exchanged for restricted stock units at an exchange ratio of one restricted stock unit for every five exchanged SSARs.

Exchanged SSARs granted with a base price per share greater than or equal to $14.01 will be exchanged for restricted stock units at an exchange ratio of one restricted stock unit for every six exchanged SSARs.

Exchanged SSARs granted with a base price per share greater than or equal to $14.01 will be exchanged for restricted stock units at an exchange ratio of one restricted stock unit for every six exchanged SSARs.

You are eligible to participate in the Offer if you are an employee, officer or director of, or a consultant or advisor to, GlobalOptions as of May 28, 2008, the date the Offer commenced, and you remain an employee, officer or director of, or a consultant or advisor to, GlobalOptions through the Expiration Date (as defined below) of the Offer and you hold Eligible Options (an "Eligible Person").

Under this Offer, you may make an election to exchange your unexercised Eligible Options for a number of RSUs equal to one (1) RSU for every three (3) Eligible Options. If any particular grant of Eligible Options you wish to exchange is not divisible by three (3), the number of RSUs that you will be granted in exchange for the cancellation of such grant of Eligible Options will be rounded up to the nearest whole number of RSUs.

This offer is a voluntary opportunity for eligible employees to exchange outstanding options with an exercise price greater than or equal to $12.26 per share that were granted prior to December 1, 2005 and were granted under the Plans (as defined below) for restricted stock units.

The number of restricted stock units that you receive will depend on the exercise price of your exchanged options, as follows:

$12.26 - $14.99: 1 restricted stock unit for every 3.1 exchanged options
$15.00 - $16.25: 1 restricted stock unit for every 3.5 exchanged options
$16.26 - $17.50: 1 restricted stock unit for every 4.5 exchanged options
$17.51 - $25.00: 1 restricted stock unit for every 6 exchanged options
$25.01 and higher: 1 restricted stock unit for every 12 exchanged options

Our executive officers and the members of our board of directors may not participate in the offer.

The Option Exchange Program will be open to all of our employees who hold Eligible Options except for non-employee members of our Board, our executive officers, and terminated employees (the "Eligible Employees").

The "exchange ratio" is the method of determining the number of Restricted Stock Units to be granted in exchange for surrendered Eligible Options. The exchange ratio for a specific Eligible Option exchanged in the Option Exchange Program depends on the exercise price of that option, as shown in the table below, with the result rounded to the nearest whole unit:

$0 to the Exercise Price Threshold: Not eligible
Exercise Price Threshold + $0.01 to $6: 1 restricted stock unit for every 1.80 exchanged options
$6.01 to $7.00: 1 restricted stock unit for every 1.90 exchanged options
$7.01 to $8.00: 1 restricted stock unit for every 2.50 exchanged options
$8.01 to $10.00: 1 restricted stock unit for every 2.90 exchanged options
$10.01 and higher: 1 restricted stock unit for every 8.80 exchanged options

You are an "Eligible Option Holder" only if you (1) are a current employee of Sycamore (other than an executive officer or director) through the Expiration Time, (2) are subject to taxation in the United States, and (3) hold Eligible Options that remain outstanding through the Expiration Time.

None of our executive officers or members of our Board of Directors are eligible to participate in this Offer.

Subject to the terms of this Offer and upon our acceptance of your properly submitted election to exchange your Eligible Options, those Eligible Options will be cancelled and you will be granted New Options with exercise prices per share equal to the Fair Market Value of a share of our Common Stock on the applicable Measurement Date for that option determined by us for accounting and tax purposes and issued a promise to make the specified cash payments related to the Eligible Option exchanged. The New Exercise Price for each of your Eligible Options is set forth on the personalized Election Form that we have included with this Offer to Exchange. Each New Option will otherwise continue to be subject to the same vesting schedule, exercise period, option term and other terms and conditions as in effect for that Eligible Option immediately prior to its cancellation. The cash payment will be equal to the result obtained by multiplying the difference between the New Exercise Price per share of the New Option and the original exercise price per share of the Eligible Option for which it was exchanged by the number of unexercised shares of our Common Stock subject to the Eligible Option which was exchanged for such New Option. This payment, less any applicable tax withholdings, will be made on or about your first regular payroll date in January, but not before January 1, 2008, and will not be subject to any vesting conditions or otherwise be subject to forfeiture.

You are an "eligible employee" if you are a non-U.S. employee of Sanmina-SCI in the participating locations and you remain employed by Sanmina-SCI or a successor entity through the date on which the exchanged options are cancelled. In addition, Todd Schull (Senior Vice President of Finance and Corporate Controller) and David Anderson (Senior Vice President of Finance and Controller, Global Operations and Corporate Planning), who were excluded from the Sanmina-SCI Offer to Exchange Certain Outstanding Options for New Options dated March 19, 2007, are "eligible employees".

Subject to the terms of this offer and upon our acceptance of your properly tendered options, your exchanged options will be cancelled and you will be granted new options as follows:

· Exchanged options granted with an exercise price per share less than or equal to $6.00, will be replaced with new options at an exchange ratio of one (1) new option for every one (1) exchanged option;

· Exchanged options granted with an exercise price per share greater than or equal to $6.01, but less than or equal to $11.00, will be replaced with new options at an exchange ratio of one (1) new option for every one point three (1.3) exchanged options; and

· Exchanged options granted with an exercise price per share greater than $11.01, will be replaced with new options at an exchange ratio of one (1) new option for every three (3) exchanged options;

You are an Eligible Optionee, and are, therefore, eligible to participate in the Offer if you are a current employee of Cyberonics (or a subsidiary of Cyberonics) on the expiration date of the Offer and are subject to income taxation in the United States with respect to your Eligible Options. However, executive officers of the Company and members of the Company.s Board of Directors are not eligible to participate in the Offer.

Subject to the terms and conditions of the Offer, we will amend or replace each Eligible Option that is properly tendered by an Eligible Optionee in accordance with Section 4, and not validly withdrawn in accordance with Section 5, before the Expiration Date (as defined below). The exercise price of each Eligible Option that is amended pursuant to the Offer will be increased to the lower of (i) the Fair Market Value per share of Cyberonics common stock on the revised measurement date applied to that option or (ii) the Fair Market Value per share of our common stock on the date on which the option is amended. The

We refer to all employees of Cell Genesys and its subsidiaries, including our executive officers, as "eligible employees" for the purposes of the Option Exchange Program. Participation in the Option Exchange Program is voluntary. We have approximately 300 eligible employees. We may exclude employees in certain non-U.S. jurisdictions from the Option Exchange Program if local law would make their participation infeasible or impractical.

We refer to the relationship of the number of shares underlying an eligible option that an eligible employee exchanges to the number of shares underlying the new option such eligible employee can receive in the Option Exchange Program as the "exchange ratio." The exchange ratio for a specific eligible option grant exchanged in the Option Exchange Program depends on exercise price of that option, as shown in the table below:

>= $7.00 / share: 2.5 for 1
<$7.00 / share: 1.5 for 1

You are eligible to participate in the Offer if you are an employee of Tegal as of November 8, 2006, the date the Offer commenced, and you remain an employee through the Expiration Date of the Offer and you hold Eligible Options.

Under this Offer, you may make an election to exchange your unexercised Eligible Options for a number of either RSUs or New Options to be granted in accordance with the following exchange formula:

Value of your Eligible Options (as determined using an option pricing model),

Minus ten percent (10%),

Divided by the fair market value of a share of Company common stock on the Grant Date.

"Fair market value" for this purpose is the closing price of a share of Company common stock as reported on the Nasdaq Capital Market on the last trading day before the Grant Date. If any fractional numbers result from the exchange formula calculation, RSU and New Option grants will be rounded down for any fractional option to the next whole share on a grant-by-grant basis.