This service is designed to help US corporations deal with situations where there is a high stock option overhang and a significant number of outstanding options are “underwater.” One approach is to implement a stock option exchange program whereby outstanding options are cancelled and replacement grants are issued, subject to shareholder approval.

The corporate solutions team will:

• Review your preliminary option exchange proposal using widely accepted proxy voting guidelines and highlight potential areas of concern
• Help you structure an exchange program that is “value for value” and not dilutive to shareholders, utilizing a binomial option pricing model
• Provide suggestions on the presentation of the option exchange program in the proxy statement

Please contact us for more information on Option Exchange Advisory.

In accordance with our Business Practices, this solution is delivered by ISS Corporate Services, Inc. (ICS), a wholly owned subsidiary of RiskMetrics Group, Inc.