EX-99.(A)(1)(G) 9 f86331a2exv99wxayx1yxgy.txt EXHIBIT (A)(1)(G) Exhibit 99.(a)(1)(g) BROCADE COMMUNICATIONS SYSTEMS, INC. STOCK OPTION EXCHANGE PROGRAM CALCULATOR This calculator is being provided to assist you in running "what if" scenarios to determine how the Stock Option Exchange Program would affect you under various user-defined anticipated future market prices of Brocade common stock. This calculator tells you the potential gain you would realize on your existing options and from the options you would receive if you chose to participate in Stock Option Exchange Program assuming all options were fully vested. Brocade is not making any recommendation as to whether you should accept the offer to exchange your options. You must make your own decision as to whether or not to accept the offer. This document, the Schedule TO and the Disclosure Documents contain important information about the offer. You should carefully read all of these materials, consult your tax and financial advisors, and understand the risks before making any decision about whether to participate in the offer. 12/9/02 Tender Offer Date $ 12.00 Price Floor $ 7.00 The exercise price per share at which you expect the new options to be granted. $ 25.00 Your future expected price per share beyond the grant date at which you might be interested in exercising and selling your options.
POTENTIAL POTENTIAL CELLS REQUIRING INPUT ARE IN YELLOW GAIN GAIN SHOULD SHOULD 4/17/01 OPTIONS OPTIONS YOU CHOOSE YOU CHOOSE OPTION OPTION GRANT TYPE OPTIONS TO BE CANCEL:GRANT TO BE NOT TO TO ACCEPT DATE PRICE (IF APPLICABLE) OUTSTANDING CANCELLED RATIO GRANTED PARTICIPATE THE OFFER --------------------------------------------------------------------------------------------------- ----------- ---------- Option A 11/19/99 $32.13 12,000 12,000 3:1 4,000 $ -- $ 72,000 Option B 11/29/00 $76.88 2,000 2,000 2:1 1,000 $ -- $ 18,000 Option C 4/17/01 $20.70 Supplemental 1,480 1,480 2:1 740 $ 6,364 $ 13,320 Option D 4/17/01 $20.70 Other 1,590 1,590 1:1 1,590 $ 6,837 $ 28,620 Option E 10/1/01 $12.90 -- -- 1:1 -- $ -- $ -- Option F 10/30/01 $24.20 875 875 1:1 875 $ 700 $ 15,750 Option G 10/8/02 $ 5.38 900 900 1:1 900 $ 17,658 $ 16,200 Option H Option I Option J Option K Option L Option M Option N --------- ------- ----------- ---------- 18,845 9,105 $ 31,559 $ 163,890 ========= ======= =========== ==========
Instructions: - Enter the option grant information from your "Personnel Option Status" report in the appropriate cells above. - You will need to enter the option grant information for each of your separate option grants. - If you have an option grant dated 4/17/01, select either "Supplemental" or "Other" from the pull-down menu within the appropriate cell above. This calculator will not calculate 4/17/01 option grants unless you select either "Supplemental" or "Other." No selection is required for grants made on any other grant date. - Your 4/17/01 "Supplemental" options, if applicable, will be highlighted in yellow on your Personnel Option Status report. Run "what if" scenarios by entering different expected exercise prices per share for your new options and different expected prices per share at which you would be interested in exercising and selling your options. - You will need to enter your expected future market price of Brocade common stock as of both the grant date and a future date beyond the grant date. Exhibit 99.(a)(1)(g) BROCADE COMMUNICATIONS SYSTEMS, INC. STOCK OPTION EXCHANGE PROGRAM CALCULATOR This calculator is being provided to assist you in running "what if" scenarios to determine how the Stock Option Exchange Program would affect you under various user-defined anticipated future market prices of Brocade common stock. This calculator tells you the potential gain you would realize on your existing options and from the options you would receive if you chose to participate in Stock Option Exchange Program assuming all options were fully vested. Brocade is not making any recommendation as to whether you should accept the offer to exchange your options. You must make your own decision as to whether or not to accept the offer. This document, the Schedule TO and the Disclosure Documents contain important information about the offer. You should carefully read all of these materials, consult your tax and financial advisors, and understand the risks before making any decision about whether to participate in the offer. 12/9/02 Tender Offer Date $ 12.00 Price Floor $ 7.00(1) The exercise price per share at which you expect the new options to be granted. $ 25.00(2) Your future expected price per share beyond the grant date at which you might be interested in exercising and selling your options. Run various "what if" scenarios by entering the exercise price per share at which you expect the new options to be granted. Run various "what if" scenarios by entering your future expected price per share beyond the grant date at which you might be interested in exercising and selling your options.
POTENTIAL POTENTIAL CELLS REQUIRING INPUT ARE IN YELLOW GAIN GAIN SHOULD SHOULD 4/17/01 OPTIONS OPTIONS YOU CHOOSE YOU CHOOSE OPTION OPTION GRANT TYPE OPTIONS TO BE CANCEL:GRANT TO BE NOT TO TO ACCEPT DATE(4) PRICE(4) (IF APPLICABLE)(3) OUTSTANDING(4) CANCELLED RATIO GRANTED PARTICIPATE THE OFFER --------------------------------------------------------------------------------------------------- ----------- ---------- Option A 11/19/99 $32.13 12,000 12,000 3:1 4,000 $ -- $ 72,000 Option B 11/29/00 $76.88 2,000 2,000 2:1 1,000 $ -- $ 18,000 Option C 4/17/01 $20.70 Supplemental 1,480 1,480 2:1 740 $ 6,364 $ 13,320 Option D 4/17/01 $20.70 Other 1,590 1,590 1:1 1,590 $ 6,837 $ 28,620 Option E 10/1/01 $12.90 -- -- 1:1 -- $ -- $ -- Option F 10/30/01 $24.20 875 875 1:1 875 $ 700 $ 15,750 Option G 10/8/02 $ 5.38 900 900 1:1 900 $ 17,658 $ 16,200 Option H Option I Option J Option K Option L Option M Option N --------- ------- ----------- ---------- 18,845 9,105 $ 31,559 $ 163,890 ========= ======= =========== ==========
Instructions: - Enter the option grant information from your "Personnel Option Status" report in the appropriate cells above. - You will need to enter the option grant information for each of your separate option grants. - If you have an option grant dated 4/17/01, select either "Supplemental" or "Other" from the pull-down menu within the appropriate cell above. This calculator will not calculate 4/17/01 option grants unless you select either "Supplemental" or "Other." No selection is required for grants made on any other grant date. - Your 4/17/01 "Supplemental" options, if applicable, will be highlighted in yellow on your Personnel Option Status report. Run "what if" scenarios by entering different expected exercise prices per share for your new options and different expected prices per share at which you would be interested in exercising and selling your options. - You will need to enter your expected future market price of Brocade common stock as of both the grant date and a future date beyond the grant date. ---------- (1) Run various "what if" scenarios by entering the exercise price per share at which you expect the new options to be granted. (2) Run various "what if" scenarios by entering your future expected price per share beyond the grant date at which you might be interested in exercising and selling your options. (3) - If an option date is 4/17/01, please select either Supplemental or "Other" from the pull-down menu within the calculator. - If an option date is other than 4/17/01, please leave blank. - Your 4/17/01 Supplemental options, if applicable, will be highlighted in yellow on your Personnel Option Status report. (4) - Enter the option grant information from your "Personnel Option Status" report here. - You will need to enter each of your separate option grants. PERSONNEL OPTION STATUS BROCADE COMMUNICATIONS SYSTEMS, INC. Page: 1 1745 Technology Drive File: Optstmt San Jose, CA 95110 Date: 12/9/2002 Time: 6:11:00PM
AS OF 12/9/2002 FICTIONAL DATA: FOR ILLUSTRATION PURPOSES ONLY JOHN Q. EMPLOYEE ID: 111-22-3333 123 ABC AVE SOMEWHERE, IN US 60537
OPTION NUMBER DATE(3)(4) PLAN TYPE GRANTED PRICE(3)(4) EXERCISED VESTED CANCELLED UNVESTED OUTSTANDING(3)(4) EXERCISABLE -------- ---------- ---- ---- ------- ----------- --------- ------- --------- -------- ----------------- ----------- 99999999 11/19/1999 NSO NQ 40,000 $32.1300 28,000 30,833 0 9,167 12,000 2,833 88888888 11/29/2000 NSO NQ 2,000 $76.8800 0 0 0 2,000 2,000 0 77777777 4/17/2001(1)(2) NSO NQ 6,460 $20.7000 0 4,980 0 1,480 6,460 4,980 66666666 4/17/2001 NSO NQ 1,590 $20.7000 0 0 0 1,590 1,590 0 55555555 10/1/2001 NSO NQ 216 $12.9000 216 216 0 0 0 0 44444444 10/30/2001 NSO NQ 875 $24.2000 0 0 0 875 875 0 33333333 10/8/2002 NSO NQ 900 $ 5.3800 0 0 0 900 900 0 ------- ------ ------ --- ------ ------ ----- 52,041 28,216 36,029 0 16,012 23,825 7,813
---------- (1) If you received an option grant on April 17, 2001 as part of our Supplemental Stock Program, it will be highlighted in yellow on your Personnel Option Status report. (2) This is the option grant you should identify as "Supplemental" in the calculator. (3) Populate the appropriate calculator cells with the data from these three columns. (4) You will need to input each of your separate option grants into the calculator. INFORMATION CURRENTLY ON FILE
TAX RATE % OPTION SDS BROKER REGISTRATION ALTERNATE ADDRESS --------------- ---------- ------------------- ----------------------------- ---------------------------------- Federal 27.000 IN-State 9.300 Social Security 6.200 Medicare 1.450
We are providing this information as a courtesy to you. This information is based on our stock records. While we believe that this information is accurate, we do not guarantee its accuracy. You should refer to your stock option agreement(s) to verify the accuracy of this information. To the extent that a discrepancy exists between the information presented here and that contained in your stock option agreement(s), your stock option agreement(s) shall control.