EXHIBIT 99.(A)(4)
[CERTICOM LOGO]
September 27, 2001
Dear Option Holder:
On behalf of Certicom Corp. (the "Company"), I am writing to provide you
with the results of the Company's recent offer to exchange (the "Offer")
outstanding options granted under the Certicom Corp. Stock Option Plan (the
"Original Plan"), the Certicom Corp. 1997 Stock Option Plan, as amended as of
October 19, 2000 (the "1997 Plan"), and the Certicom Corp. 2000 United States
Stock Plan, as amended as of October 19, 2000 (the "2000 U.S. Plan," and with
the Original Plan and the 1997 Plan, the "Plans") with an exercise price of
(USD) $10.00 or more (the "Options") for new options the Company will grant
under the Plans (the "New Options"). All capitalized terms used in this letter
which are not defined herein have the meanings given to those terms in the
letter of transmittal (the "Letter of Transmittal") accompanying the Company's
offer to exchange dated September 27, 2001 (the "Offer of Exchange").
The Offer expired at 12:00 midnight, Eastern time, on October 25, 2001.
Promptly following the expiration of the Offer and pursuant to the terms and
conditions of the Offer, the Company accepted for exchange Options tendered to
it for a total of _______________ Common Shares and canceled all such Options.
The Company has accepted for exchange and canceled the number of Options
tendered by you equal to the number of Option Shares set forth on Attachment A
to this letter.
In accordance with the terms and subject to the conditions of the Offer,
you will have the right to receive a New Option under the applicable Plan for
the number of Common Shares in accordance with the following ratios and as set
forth on Attachment A: Options tendered with exercise prices equal to (USD)
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$23.00 or more will be exchanged at a ratio of one new option for each two old
options tendered for exchange. Options tendered with exercise prices equal to
(USD) $10.00 or more and less than or equal to (USD) $22.99 will be exchanged at
a ratio of two new options for each three old options tendered for exchange.
Options with exercise prices less than (USD) $10.00 that are required to be
tendered pursuant to the terms of the offer will be exchanged at a ratio of one
new option for each old option tendered for exchange. Also in accordance with
the terms of the Offer, the terms and conditions of the New Option will be
governed by the applicable stock option plan, as set forth in the Offer, and
will include the following terms:
. the per share exercise price of any new options granted to you will equal
the last reported sale price of our common shares on the Nasdaq National
Market or The Toronto Stock Exchange, as provided for in the applicable
option plan, on the date we grant the new options; and
. each of the new options will have a vesting schedule whereby twenty-five
percent (25%) of the options shall vest immediately upon issue, and the
remaining options shall vest monthly in an equal amount until fully vested
on the second anniversary of the grant date.
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In accordance with the terms of the Offer, the Company will grant you the
New Option on or after April 29, 2002. At that time, as described in the Offer
to Exchange, you will receive a new option agreement executed by the Company.
In accordance with the terms of the Offer, and as provided in the Plans,
you must be an employee of the Company or one of its subsidiaries from the date
you tendered options through the New Option grant date in order to receive your
New Option. If you do not remain an employee, you will not receive a New Option
or any other consideration for the Options tendered by you and canceled by the
Company.
If you have any questions about your rights in connection with the grant of
a New Option, please contact Gregory M. Capitolo, at telephone: (510) 780-5400,
fax: (510) 780-5401 or e-mail: stock_admin@certicom.com.
Sincerely,
______________________________________________
Richard P. Dalmazzi, Chief Executive Officer
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