EXHIBIT 99.2
ADVANCED INSTRUCTION TO SELL COMMON STOCK
To: Deutsche Bank Alex. Brown
A Division of Deutsche Bank Securities Inc.
Account Number: ________________
I am a holder of shares, or options to acquire shares, of the common
stock ("Common Stock") of RSA Security Inc. (the "Company"). I would like to
periodically sell Company shares in order to diversify my portfolio. I also wish
to take advantage of Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended, which provides for an affirmative defense from insider trading
liability for purchases and sales effected pursuant to a contract, instruction
or plan entered into when a person is not aware of any material nonpublic
information. This instruction ("Instruction") is intended to constitute a
"written plan for trading securities" within the meaning of Rule 10b5-1.
I hereby instruct Deutsche Bank Securities Inc. (referred to herein as
"Deutsche Bank Alex. Brown") to exercise options representing shares of Common
Stock, and sell the resulting shares of Common Stock as follows:
i) For the period commencing August 31, 2002 and terminating on
December 31, 2003, with respect to any stock options with an
exercise price equal to $4.42 per share, at any time during the
months of February, May, August and November, exercise and
simultaneously sell all vested options if the Company's Common
Stock is trading at a price equal to $6.42 per share or higher,
and;
ii) For the period commencing July 1, 2003 and terminating on December
31, 2004, with respect to any stock options with an exercise price
equal to $4.04 per share, at any time during the months of
February, May, August and November, exercise and sell all vested
options if the Company's Common Stock is trading at a price equal
to $6.04 per share or higher.
You are authorized to make deliveries of securities and payment of
moneys in accordance with your normal practice. All shares to be sold shall have
been previously deposited into my account, and you shall not be required to
follow this Instruction if shares are not present in my account (or acceptable
arrangements to deliver option shares have not been made) prior to the dates on
which sales shall occur. If this Instruction requires you to exercise stock
options you shall do so in accordance with your normal procedures, and unless
instructed otherwise, remit the exercise price and the withholding tax as
calculated by the Company. The share amount listed above shall be increased or
decreased to reflect stock splits should they occur. I understand that I shall
be responsible to arrange for any filings that may be required under applicable
law (e.g., Form 144, Schedule 13D, and Forms 4 and 5), and that I may be subject
to the short swing profit rules contained in Section 16 of the Securities
Exchange Act of 1934. In this connection, I understand that upon my request, you
will assist me in making advance arrangements regarding the filing of Forms 144;
PROVIDED THAT YOU AGREE TO NOTIFY ME AND A DESIGNATED REPRESENTATIVE OF RSA'S
LEGAL DEPARTMENT WITHIN EIGHT HOURS OF MAKING ANY TRADE SO THAT I MAY FILE THE
REQUIRED FORM 4 IN A TIMELY FASHION.
All sales shall be effected in your normal fashion in accordance with
your terms and conditions for my account and risk. You may act as principal in
any transaction hereunder. I understand that you may not be able to make all of
the sales contemplated under this Instruction due to a market disruption or a
legal, regulatory or contractual restriction applicable to you or any other
event or circumstance. I further understand that even in the absence of such a
circumstance, you may be unable to make sales consistent with ordinary
principles of best execution due to insufficient volume of trading or other
market factors in effect on the date of a sale. I hereby ratify and confirm any
and all transactions with you in accordance with this Instruction. I also agree
to indemnify and hold Deutsche Bank Alex. Brown harmless from and to pay
Deutsche Bank Alex. Brown promptly on demand any and all losses arising from its
reasonable interpretation and performance of this Instruction.
You will cease making sales under this Instruction as soon as
practicable following receipt of written notice from the Company, confirmed by
telephone, that the Company has entered into a transaction that results in my
being subject to trading restrictions. You shall resume making sales in
accordance with this Instruction as soon as practicable after you receive
written notice from the Company of the cessation or termination of any such
trading restriction. Any sales not made as a result of the imposition of any
trading restriction shall be sold in the next following selling period.
While this Instruction is in effect I will not enter into or alter any
corresponding or hedging transaction or position with respect to the Common
Stock (including any securities convertible or exchangeable into Common Stock).
I represent and warrant that I am not presently aware of any material
nonpublic information regarding the Company or its securities and that I am
currently able to sell Common Stock under the Company's insider trading policies
and covenant that I will not discuss or otherwise disclose material nonpublic
information to my investment representative or any other of your personnel
responsible for carrying out this Instruction. I have obtained the approval of
the Company's counsel to enter into this Instruction.
This Instruction may be modified, terminated or amended only by a
writing signed by the parties hereto. Any modification or amendment of this
Instruction may only occur at a time when I am not aware of material nonpublic
information concerning the Company or its securities and I am otherwise
permitted to make sales under the Company's insider trading policies. If this
Instruction is modified or amended, or if I establish a new plan after
termination of this Instruction, no sales shall be made during the thirty (30)
calendar days immediately following such modification, amendment or termination
(other than sales already provided for in the Instruction prior to modification,
amendment or termination).
This Instruction shall not be effective until Deutsche Bank Alex. Brown
confirms its acceptance in writing by signing below. It shall remain in full
force and effect until revoked or modified by me in writing. Deutsche Bank Alex.
Brown may decline to act hereunder upon reasonable notice. I hereby irrevocably
authorize you to accept any instruction from the Company to cease or suspend
sales hereunder.
/s/ Margaret K. Seif
--------------------------------
Margaret K. Seif
- --------------------------------------------------------------------------------
Accepted
Deutsche Bank Alex. Brown
/s/ Stuart C. Williams
- ------------------------------------
Branch Manager
Dated: 8/28/02
SCHEDULE B
(Stock Options)
TO MARGARET K. SEIF 1-B5-1 PLAN
DATED AUGUST 2002
Name of Seller: MARGARET SEIF Seller's Social Security #
--------------------- ---------------
Daytime Tel. #: Cellular: Fax #: Email: mseif@rsasecurity.com
--- -------- -- ----------------------------
EXERCISE OF OPTIONS AND SALE OF STOCK OBTAINED UPON EXERCISE OF OPTIONS.
(Please note: Seller represents that the information below is accurate. You may
use multiple lines to apportion shares in a grant across differing Sales Periods
or Limit Prices. Each line will be treated as a distinct trading instruction.).
- -------------- ------------ ------------ ------------- ------------- ------------------- --------------------- -----------------
a. b. C. d. e. f. g.
Vesting Designated Sale Authorized Number Net Limit Price
Grant Id # Date of Strike Date for Period of Option Shares ($) or "Market"
Line Grant Price Unvested Price (Select
Shares From to One):
- -------------- ------------ ------------ ------------- ------------- ------------------- --------------------- -----------------
1 R98-1488 6/18/02 4.42 9/18/02 8/31/02 12/31/03 2,092 $ 6.42
(NQ) (131)
- -------------- ------------ ------------ ------------- ------------- -------- ---------- --------------------- -----------------
2 R98-1488A 6/18/02 4.42 9/18/02 8/31/02 12/31/03 42,907 $ 6.42
(NQ) (2,682)
- -------------- ------------ ------------ ------------- ------------- -------- ---------- --------------------- -----------------
3 R98-313A 6/18/02 4.42 9/18/02 8/31/02 12/31/03 16,873 $ 6.42
(NQ) (1,055)
- -------------- ------------ ------------ ------------- ------------- -------- ---------- --------------------- -----------------
4 R94-1025 6/18/02 4.42 9/18/02 8/31/02 12/31/03 6,703 $ 6.42
(NQ) (419)
- -------------- ------------ ------------ ------------- ------------- -------- ---------- --------------------- -----------------
5 R94-1025A 6/18/02 4.42 9/18/02 8/31/02 12/31/03 51,196 $ 6.42
(NQ) (3,200)
- -------------- ------------ ------------ ------------- ------------- -------- ---------- --------------------- -----------------
6 94-1029 7/10/02 4.04 7/10/03 7/1/03 12/31/04 93,006 $ 6.04
(ISO) (24,752)
- -------------- ------------ ------------ ------------- ------------- -------- ---------- --------------------- -----------------
7 94-1029A 7/10/02 4.04 7/10/03 7/1/03 12/31/04 6,994 $ 6.04
(NQ) (248)
- -------------- ------------ ------------ ------------- ------------- -------- ---------- --------------------- -----------------
TOTAL: 219,771
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INSTRUCTIONS:
1. In columns (a) and (b), list the Options which are to be exercised.
In column (c), specify the applicable strike price.
In column (d) specify the applicable vesting date.
In column (e), state the first and last date on which the option is
authorized to be exercised and sold during the Designated Sale Period
(Exercises and sales may occur on or between these dates). The "To" column
may be left blank in which case the Designated Sale Period will last until
this Instruction terminates.
In column (f), state the maximum number of Option Shares to be exercised.
In column (g), write the dollar price which is the minimum price (the "Net
Limit Price") at which the Authorized Number of Option Shares is authorized
to be sold. If a Net Limit Price is instructed, I understand that my
order(s) will be executed only when Deutsche Bank Alex. Brown sells at a
price equal or higher than my minimum price(s) plus the mark-up.
2. In the event that Deutsche Bank Alex. Brown is unable to sell the Authorized
Number of Option Shares in a Designated Sale Period for any reason: (check
one of the following instructions)
X the unsold amount of Option Shares will be carried forward and added to
the Authorized Number of Option Shares for each succeeding Designated Sale
Period until sold at the original net limit price; or
___ the unsold amount of Option Shares will not be sold and will not be
carried over to the next Designated Sale Period.
3. I X am (_____ am not) subject to Rule 144 filing requirements and, if
applicable, I have provided signed documents to be filed on my behalf.
4. I recognize that if the nature of the above listed options changes
materially, including but not limited to my termination, I will notify
Deutsche Bank Alex. Brown immediately.