Natural MicroSystems Corporation

Notes To Consolidated Financial Statements (continued)

1995 Non-Statutory Stock Option Plan
In October 1995, the Company’s Board of Directors adopted the 1995 Non-Statutory Stock Option Plan (the “1995 Plan”). The 1995 Plan permits non-statutory options to be granted to non-executive officer employees and consultants of the Company. In April 1998, the Board of Directors amended the plan to increase the number of shares available for purchases to 1,300,000 shares of common stock, and in March 1999, the Board of Directors amended the plan to increase the number of shares available for purchases to 1,800,000 shares of common stock. The exercise price of non-statutory options may not be less than 100% of the fair market value of the company’s common stock on the date of grant.

The following table summarizes information concerning currently outstanding and exercisable options as of December 31, 1999:

Other Stock Option Information
On July 9, 1998, the Company gave certain holders of stock options, including executive officers, the opportunity to exchange options for new options with a lower exercise price and with a new vesting schedule beginning on the grant date of the new options. The Company believes the repricing restored the long term incentive element of its stock option programs. The options were valued at $10.19, which reflects the market closing price on the date of the re-pricing. There were 1,040,639 options that were exchanged at exercise prices ranging from $12.31 to $48.62. Prior to this event, the Company had never engaged in a repricing of common stock options.

All options granted under the various plans administered by the Company have a vesting life not to exceed four years. These options have an expiration date of ten years from the date of grant, with the exception of all repriced options, which have an expiration date of seven years from the date of grant.

The Company applies Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” and related interpretations in accounting for its stock option and employee stock purchase plan.

The weighted average fair value at date of grant for stock options granted during the years ended December 31, 1997, 1998 and 1999 was $14.95, $3.33 and $6.83, respectively. Had compensation cost for the Company’s stock option grants been determined based on the fair value at the grant dates, as calculated in accordance with SFAS No.123, the Company’s net income (loss), and net income (loss) per diluted common share for the years ended December 31, 1997, 1998 and 1999, would have been $571,000, ($8.2 million) and ($23.6 million) and $0.05, ($0.75) and ($2.06), respectively. The fair value of each option granted during the years ended December 31, 1997, 1998 and 1999 is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions; an expected life of five years, no dividend yield, 50.0% expected volatility in 1997 and 1998 and 80.0% in 1999, and a risk free interest rate of 6.6% for 1997,
5.6% for 1998 and 6.4% for 1999.

The effects of applying SFAS No.123 in the disclosure are not indicative of future amounts. SFAS No.123 does not apply to awards prior to 1995 and additional awards in future years are anticipated.

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