Slide 1: Presentation to Investors: Option-for-RSU Exchange
Presentation to Investors: Option-for-RSU Exchange Shareholder meeting date: April 21, 2009
Slide 2: Proxy Proposal 16b
Proxy Proposal 16b Officers and Directors are excluded Options granted less than one year from date of exchange are ineligible Options below $22.00 are ineligible All RSUs granted in the exchange are subject to re-vesting periods To approve a one-time stock option-for-RSU exchange program and an ame
Slide 3: Rationale
Rationale To restore retention and motivation incentives, as our employees are essential to our success To reduce our overhang Employees at the "best company to work for" are, and will continue to be, in high demand due to their capabilities and positive cultural aspects of their work style 94% of e
Slide 4: Commitment to Shareholders
Commitment to Shareholders Assuming that all eligible shares are exchanged: Approx 38.3 million shares would be returned Approx 5.6 million RSUs would be granted NetApp will cancel approx 29 million options - significantly reducing overhang NetApp will not ask for additional shares to be added to th
Slide 5: Pre-Exchange Data as of February 28, 2009
Pre-Exchange Data as of February 28, 2009 Shares available for grant Includes 5,179,472 full-value awards available Outstanding Options and RSUs Weighted average price Weighted average term Full-value awards outstanding 14,994,711 68,790,063 $28.90 4.64 years 5,656,354
Slide 6: Projected Post-Exchange Data
Projected Post-Exchange Data* Shares available for grant Includes 6,229,472 full-value awards available Options outstanding Weighted average price Weighted average term Full-value awards outstanding * Base data as of February 28, 2009; does not reflect other activity (i.e., grants or forfeitures) pr
Slide 7: Exchange Information
Exchange Information Range of Exercise Prices Outstanding Options Weighted Average Exercise Price for Each Tier Weighted Average Remaining Life in Years for Each Tier1 Proposed Exchange Ratio Option Tier 1 $22.00 to $27.30 11,144,849 $23.90 5.38 5.00 to 1 Option Tier 2 $27.31 to $32.49 9,437,505 $30
Slide 8: Stock & Equity Grant Summary
8 (c) Network Appliance 2007 Basic TSO Fully Diluted TSO (Treasury Method) Stock Buyback Total Share Grants (Options and RSU's) Net Share Grants Net % of Basic TSO FY 2005 361M 380M 7.7M 12.1M 9.1M 2.5% FY 2006 371M 388M 17.4M 16.3M 12.1M 3.3%* FY 2007 371M 388M 22.7M 14.6M 11.5M 3.1%* FY 2008 352M
Slide 9: Thank you for your consideration.
9 Thank you for your consideration.