EX-99.(A)(1)(G) 9 a2068683zex-99_a1g.htm EXHIBIT 99(A)(1)(G) Prepared by MERRILL CORPORATION

Exhibit 99(a)(1)(G)


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Employee Stock Option
Exchange Offer 2002

This presentation outlines our proposed offer to address underwater stock options

    Discuss issues related to current stock option grants and their value

    Outline Inhale's initiative to preserve the value the stock option plan is intended to deliver

    Highlight a choice you will be asked to make regarding your stock option grant(s), granted under the 2000 Non-Officer Equity Incentive Plan

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Stock options are an important part of the total value of working at Inhale

The Concept

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The goal is to provide all employees a real stake in the value we create as a business

Stock options help us ...

    Attract and and retain the superior talent we need to succeed

    Focus each of us on the factors that will make our business successful

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Yet, recent market conditions have made achieving those goals more challenging

Many employees have options with a strike price (or exercise price) that is higher than the current share price

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At the same time, we believe our business fundamentals are sound

    We're growing revenue

    We're developing leading edge drug delivery systems

    We have valuable relationships with key strategic partners

We're doing—and must continue to do—
the things that it takes to win

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But, there are many factors that influence the value of our business

    General market conditions

    Interest rates

    Drug approval process

    Consumer and investor confidence in Inhale and our industry

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As a result, we're faced with a critical question

How can we address the high exercise price of many employee stock options, yet retain our accountability for business performance?

Alternatives
  Considerations
  Provide supplemental grants     Dilution of value of Inhale's
  Reprice options       shares
  Cancel current options and     Investor relations
    grant new ones     Impact on company earnings
          Competitive environment
          Opportunity to provide
employees with choice
          Fairness

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Our response is to provide
employees with a choice

You can elect to...

Maintain
  Replace
Keep your current
option grants and
strike price
  or     Exchange non-evergreen stock option grants with exercise prices greater than or equal to $25 per share granted under the 2000 Non-Officer Equity Incentive Plan
          Receive replacement option grants for options you elect to exchange on a 1:2 basis on 8/26/02 (or later if Inhale extends the offer)
          Options required to be exchanged (see next slide) will be replaced on a 1:1 basis on 8/26/02 (or later if Inhale extends the offer)

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General terms of the exchange offer

    You can elect to exchange eligible option grants issued under Inhale's 2000 Non-Officer Equity Incentive Plan

    Eligible options are option grants with exercise prices greater than or equal to $25 per share (excludes Evergreen Options, except as required)

    If you received more than one eligible option grant under the Plan, you can choose to exchange as many or as few grants as you wish

    Certain conditions apply:

    If you exchange an option grant, you must exchange the entire grant

    If you participate, you must exchange all options granted to you on or after July 24, 2001 (including grants with exercise prices <$25 per share, Evergreen Grants and grants under different plans). These options will be exchanged on a 1:1 basis

    You must be continuously employed by Inhale or one of its subsidiaries through the date of grant of the replacement options

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If you maintain your current option grant(s), there is no change

    Same number of options you have now

    Same vesting

    Same terms and conditions

    Same strike (exercise) price

You go "in the money" if the market price per share of Inhale stock exceeds the strike price   LOGO

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If you elect to replace your eligible options, these grants will be cancelled and replaced at a 1:2 ratio

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    Exchange ratio of 1:2 for eligible options you elect to exchange—you receive a replacement option covering 50% of the number of shares subject to the options you exchanged

    If you participate and are therefore required to exchange options granted on or after July 24, 2001, these grants will be replaced on a 1:1 basis

    Each replacement option will have an equivalent vesting schedule on a percentage basis as your exchanged options

    New exercise price will be the fair market value of the underlying Inhale shares on the day prior to the date of the grant

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Vesting terms of replacement options

    Replacement options will have an equivalent vesting schedule, on a percentage basis, as exchanged options

    The vesting commencement date of the replacement option will be the original vesting commencement date of the applicable exchanged option

    Vesting credit, on a percentage basis, will be given through the date of grant of the replacement option

EXAMPLE

 
  Current
Grant
(Eligible Option)

  Replacement
Grant



Number of shares   100   50
Vesting commencement date   8/26/99   8/26/99
Percentage vested on 8/26/02   50%   50%
Shares vested on 8/26/02   50   25

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An example in which participating in the exchange would result in an increase in value of an eligible option

EXAMPLE 1   LOGO

EXAMPLE

 
  Current
Grant

  Replacement
Grant


Number of stock options   100   50
Strike price   $45.00   $20.00
Hypothetical 4 year price   $63.00   $63.00
Hypothetical gain per share   $18.00   $43.00
Hypothetical total gain   $1,800   $2,150

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An example in which participating in the exchange would result in a decrease in value of an eligible option

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EXAMPLE

 
  Current
Grant

  Replacement
Grant


Number of stock options   100   50
Strike price   $45.00   $30.00
Hypothetical 4 year price   $86.00   $86.00
Hypothetical gain per share   $41.00   $56.00
Hypothetical total gain   $4,100   $2,800

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Examples of resulting values of options
required to be exchanged

EXAMPLE 1: Increase in Value of Options

 
  Current
Grant

  Replacement
Grant


Number of stock options   100   100
Strike price   $20.00   $15.00
Hypothetical 4 year price   $63.00   $63.00
Hypothetical gain per share   $43.00   $48.00
Hypothetical total gain   $4,300   $4,800

EXAMPLE 2: Decrease in Value of Options

 
  Current
Grant

  Replacement
Grant


Number of stock options   100   100
Strike price   $20.00   $30.00
Hypothetical 4 year price   $63.00   $63.00
Hypothetical gain per share   $43.00   $33.00
Hypothetical total gain   $4,300   $3,300

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If you exchange your options, the terms will be somewhat different than they are now

    Eligible Options elected to be exchanged will be replaced at a 1:2 ratio

    New exercise price will be the FMV of the underlying Inhale shares on the day prior to the date of grant

    Grants made on or after July 24, 2001 and required to be exchanged will be replaced at a 1:1 ratio

    New exercise price will be the FMV of the underlying Inhale shares on the day prior to the date of grant

    Equivalent vesting schedule on a percentage basis with credit for vesting through the date of grant of the replacement option

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Making Your Election

    Participation is voluntary and solely up to you

    Inhale cannot advise you on whether or not you should exchange your options

    Review your current eligible option grant(s) and grants that would be required to be exchanged and their respective strike price(s)

    Review the Offer to Exchange (including the Q&A), Summary of Terms and the Election Form carefully

    Consider both the upside and downside opportunity

    Check with your financial and tax advisors

    Ask questions about anything that is not clear

    Contact Steve Hurst at (650) 631-3118 or Bob Harper at (650) 631-3222 or email to exchange@inhale.com with any questions

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        Making Your Election (cont.)

    Complete and return your Election Form before midnight, Pacific Standard Time, 2/25/02

    Submit your Election Form even if you're not exchanging any options

    You may change your election as many times as you wish up to the deadline

    Failure to make an election before the deadline results in no option exchange

    You cannot change your election after the deadline

    Remember, this is a one-time only opportunity—there are no plans to repeat it

    This presentation contained numerous examples including hypothetical stock prices. There can be no assurance as to the price of Inhale Common Stock at any time in the future.

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