Ok,
it isn't really a repricing, but I was surprised to see a tender offer
filing last week for restricted stock units.  Option exchange programs
are happening quite frequently these days, but an exchange program for
restricted stock units is unusual enough to be worthy of a blog entry.

RSU Tender Offer

Diamond Management & Technology Consultants is offering to allow
employees to exchange unvested restricted stock units for fully vested
shares of stock (see their Form SC TO-I filing on February 5).
This sounds like a pretty good deal, so why is tender offer compliance
even required? Because employees have to agree to forfeit 20% of their
RSUs in exchange for the stock. In addition, although the stock they
receive will be fully vested (i.e., not subject to
forfeiture), employees will be required to hold it for at least six
months and up to four years, depending the employee's position with
Diamond.

Why Bother?

I tossed the idea around with a few folks and we came up with the following potential reasons to offer an exchange like this:

1. To add shares back into the plan.


2. To get voting shares into the hands of employees (e.g., if there was some sort of proxy challenge anticipated).


3. To recognize the remaining expense on awards that are now worth
   significantly less and move forward with a clean slate (a "rip the
   band-aid off" approach).


4. Because the company is considering a change in compensation strategies (e.g., moving to a more cash-based compensation approach).

According to Diamond's earnings release, reason #4 was their primary motivation for the program.

No Accounting Benefits

From an accounting standpoint, a company doesn't do itself any favors by offering an exchange like this.  When

more...http://www.naspp.com/blog/2009/02/repricing-rsus.html