Stock Option

Exchange Offer

1

Exhibit (a)(1)(G)

Agenda

What is an exchange offer?

Why is Vicor doing this?

Who can participate?

What information do I need?

How do I make a decision to participate?

What is the process?

What is the timing?

2

What is an exchange offer?

3

–

Participants will receive a replacement option with a new exercise price

–

New option will “restart”

the clock for vesting and 10 year term

–

All

options

awarded

under

Amended

and

Restated

2000

Stock

Option

Plan

–

Vicor’s

time-vesting

options

and

BBU’s

VRIP

performance-vesting

options

–

91%

of

Vicor

options

have

exercise

price

exceeding

current

share

price

Offer by Vicor to exchange existing stock options for new stock options

•

One-for-one voluntary exchange (on a grant-by-grant basis)

•

Addressing problem of underwater (out-of-the-money) options

•

Vicor is required to file all documents with the SEC

We have experienced a significant and sustained decline in our stock price

We believe underwater options are no longer effective as employee incentives

We

believe

many

option

holders

believe

these

options

have

little

or

no

value

Continued consequences of being on our books without benefit

4

Why is Vicor doing this?

The objective of our equity incentive programs has been,

and continues to be, to link the personal interests of

participants to those of our stockholders, and we believe

the proposed Exchange Offer is an important component

in our efforts to achieve that goal.

Who can participate?

You

are

currently,

and

will

remain

through

the

expiration

of

the

offer,

either:

You hold options awarded under 2000 Plan before January 1, 2013

You are considered an “Eligible Participant”

5

•

An employee, anywhere in the world;

•

A member of Vicor’s Board of Directors

IF

:

AND

:

THEN

:

What information do I need?

6

We will email an information package to you, including:

•

Details of your current option holdings

•

Formal documents (Offer to Exchange, Terms of Election, Forms)

You will receive hard copies if you do not have a Vicor email address

All of this information will be available on EDGAR at http://www.sec.gov

We will post this presentation and a FAQ on our network at http://intranet/

To submit a question: email to option.plan.administrator@vicr.com

How do I make a decision to participate?

7

Thoroughly review the information package and related material

•

Do not hesitate to ask questions

Seek the advice of qualified professionals

•

Your stockbroker, tax advisor, or lawyer

Identify and assess your own potential risks and rewards of participation

•

Understand tradeoff of presumably lower exercise price and longer vesting period

•

Consider your age, retirement timing and plans, risk appetite, and other variables

What is the process?

8

1.

Do your homework

2.

Make a decision

a.

Regarding if you are participating

b.

Which options you will tender for exchange (on a grant-by-grant basis)

3.

Submit an executed Election Form

a.

Fax to 978-749-3439; email to option.plan.administrator@vicr.com; by hand

4.

You

may

change

your

mind,

but

must

submit

an

executed

Withdrawal

Form

5.

Monitor your inbox, emails, and your E*TRADE account for confirmation(s)

What is the timing?

9

Tuesday, May 13

Filing of SC TO-C announcing intent to make exchange offer

Thursday, May 16

Filing of SC TO-I with SEC (all documents available)

Friday, May 17

Employee presentations; posting of information on Intranet

Monday, May 20

Email and physical distribution of information packages

SEC requires the exchange offer must remain open for 20 business

days

Monday, June 17

Expiration of the exchange offer (unless extended)

We require your Election Form be submitted by 9:00 pm on the expiration date

A few words about E*TRADE accounts

10

Those awarded time-vesting options have had E*TRADE accounts established

•

Tracking and notification of vesting; knowledge of policies and tax requirements

•

Facilitates your option exercise, Vicor record keeping, and tax accounting

•

No charge to employee account holders

Many BBU VRIP awardees have not activated E*TRADE accounts

•

We will set up E*TRADE accounts for those without an account before expiration

•

Information regarding setup and using E*TRADE will be posted on Intranet

What else do I need to know?

11

YOU SHOULD READ AND CAREFULLY CONSIDER ALL OF THE INFOR-

MATION IN THE OFFER TO EXCHANGE, INCLUDING THE SECTION

ENTITLED “RISK FACTORS”, BEFORE MAKING ANY DECISION.

VICOR HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY

RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD

ELECT TO EXCHANGE YOUR OPTIONS.

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE

OFFER DOCUMENTS OR OTHER INFORMATION TO WHICH WE HAVE

REFERRED YOU.

IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO

YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON

THAT RECOMMENDATION, REPRESENTATION, OR INFORMATION AS

HAVING BEEN AUTHORIZED BY VICOR.

What else do I need to know?

12

IT IS THE RESPONSIBILITY OF THE EMPLOYEE, NOT THAT OF VICOR OR

E*TRADE, TO ENSURE COMPLIANCE WITH RELEVANT TAX AND

REGULATORY MATTERS ASSOCIATED WITH HOLDING REPLACEMENT

OPTIONS, THE EXERCISE OF REPLACEMENT OPTIONS, AND/OR THE

PURCHASE AND SALE OF SHARES OF VICOR COMMON STOCK.

NON-U.S. EMPLOYEES SHOULD BE AWARE OF THE INCOME, CAPITAL

GAINS, AND OTHER TAX REGULATIONS, AS WELL AS ANY INVESTMENT

OR CURRENCY RESTRICTIONS, OF THEIR RESPECTIVE COUNTRIES.

VICOR MAKES NO REPRESENTATIONS REGARDING THE TAX OR

REGULATORY CONSIDERATIONS THAT MAY BE RELEVANT TO NON-U.S.

EMPLOYEES.

Questions?

13