EX-99.3 5 dex993.htm ELECTION TO TENDER STOCK OPTIONS Election to Tender Stock Options

EXHIBIT (a)(1)(iii)

 

SCPIE HOLDINGS INC.

 

ELECTION TO TENDER STOCK OPTIONS

 

Name of Optionee:                                                                                   

 

Social Security Number (last 4 digits):                                                    

 

I have received the Offer to Purchase Certain Outstanding Options, dated November 18, 2003, including the schedules thereto (the Offer to Purchase), and this Election to Tender Form (the Election Form which, together with the Offer to Purchase, as each may be amended from time to time, constitutes the Offer). All capitalized terms used in this Election Form but not defined have the same respective meanings as in the Offer to Purchase.

 

Upon the terms and subject to the conditions of the Offer, I understand that I may elect to tender my eligible options identified on this Election Form, for the cash consideration set forth below, less any applicable withholding obligations.

 

By executing and delivering this Election Form, I acknowledge and agree that:

 

  • SCPIE’s acceptance of all of the eligible options I elect to tender pursuant to the Offer (the Tendered Options) will constitute a binding agreement between SCPIE and me upon the terms and subject to the conditions of the Offer. Upon SCPIE’s acceptance of the Tendered Options, (1) all the Tendered Options will be cancelled and I will have no right to purchase stock under the terms and conditions of the cancelled Tendered Options and (2) all my option agreements relating to the Tendered Options will be automatically rendered null and void and I will have no right to purchase stock under the terms and conditions of the cancelled option agreements;

 

  • under the circumstances set forth in the Offer to Purchase, SCPIE may terminate or amend the Offer and postpone its acceptance and cancellation of any options elected for tender. In such an event, the Tendered Options will not be accepted and the options and the option agreements related to them will remain in effect and unchanged;

 

  • SCPIE will be entitled to withhold from the aggregate cash consideration to be received upon payment for the Tendered Options, the amount necessary to satisfy the amount of taxes required to be withheld and any employee deferrals (such as 401(k) contributions);

 

  • in order to receive the cash consideration as payment for the Tendered Options, I must hold eligible options and be an eligible employee (as described in the Offer to Purchase) from the date I elect to tender eligible options through the date of SCPIE’s acceptance of the Tendered Options; and

 

  • SCPIE has advised me to consult with my own tax, financial and other advisors as to the consequences of participating or not participating in the Offer.

 

I understand that I will not be eligible to receive any new option grants until the date that is at least six months and one day after the expiration of the Offer.

 

I hereby give up my entire ownership interest in the options listed below. I understand all of these options will become null and void on December 16, 2003, unless this Offer to Purchase is extended. I acknowledge that this election is entirely voluntary. I also acknowledge that this election will be irrevocable after 9:01 P.M., Pacific Time on December 16, 2003, unless the Offer to Purchase is extended by SCPIE in its sole discretion, in which case the Offer to Purchase will become irrevocable upon expiration of the extension.


I hereby elect to exchange and cancel the following options (an option is defined as all or none of the options granted to me on a single grant date and at the same exercise price):

 

     Option
Grant
Date


   Number of
Option Shares
Outstanding


   Option
Exercise
Price


   Purchase
Price Per
Share


   Aggregate
Purchase Price


1. Option granted on:

             $    $    $

2. Option granted on:

             $    $    $

3. Option granted on:

             $    $    $

4. Option granted on:

             $    $    $

 

           

   
Optionee’s Signature       Date
         
          

       
Optionee’s Name        

 

By signing and returning the Election Form, I represent and warrant to SCPIE:

 

  • I have full power and authority to elect to tender the Tendered Options and, when and to the extent the Tendered Options are accepted for purchase by SCPIE, they will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer, other than pursuant to the applicable option agreements, and the Tendered Options will not be subject to any adverse claims; and

 

  • upon request, I will execute and deliver any additional documents deemed by SCPIE to be necessary or desirable to complete the purchase of my Tendered Options.

 

Participation Instructions:

 

1.  Complete this form and send it to our office by internal mail or deliver it personally to Edward G. Marley, well in advance of the expiration date. Alternatively, you may send this form by facsimile to (310) 551-5924 or post to SCPIE Holdings Inc., 1888 Century Park East, Suite 800, Los Angeles, CA 90067, Attn: Edward G. Marley, as soon as possible. This form must be received by us before 9:01 P.M., Pacific Time on Tuesday, December 16, 2003, unless the Offer to Purchase is extended by SCPIE in its sole discretion. Delivery by e-mail will not be accepted.

 

2.  Ensure that you receive a confirmation of receipt from SCPIE within five (5) business days.

 

SCPIE Holdings Inc. hereby accepts this Election to Tender Stock Options and agrees to honor this election.

 

           

   
[Name & Title of Authorized Signatory]       Date