Exhibit 99
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1. The transactions reported on this Form 4 were effected pursuant to Rule
10b5-1 trading plan adopted by reporting person on June 10, 2004.
2. On June 10, 2004, the Reporting Person entered into a Prepaid Forward
Agreement (the "Forward Agreement") relating to the forward sale of up
to 750,000 shares of common stock in three tranches. On June 30, 2004,
the counterparty to the Forward Agreement sold 750,000 shares of common
stock into the public market in accordance with paragraphs (f) and (g)
of Rule 144 under the Securities Act of 1933, as amended, at a
weighted-average per share price equal to $25.8978 (the "Floor Price").
The terms of the first tranche provide that three business days after
March 30, 2005 (the "Maturity Date"), the Reporting Person will deliver
to the counterparty to the Forward Agreement a number of shares of
common stock (or, at the election of the Reporting Person, the cash
equivalent of such shares) based on the following:
(a) if the price per share of common stock, determined in
accordance with the terms of the tranche, for the Maturity
Date (the"Final Price") is equal to or less than the Floor
Price, the Reporting Person will deliver 250,000 shares;
(b) if the Final Price is greater than the Floor Price but less
than $35.00 (the "Cap Price"), the Reporting Person will
deliver a number of shares equal to Floor Price/Final Price x
250,000;
(c) if the Final Price is equal to or greater than the Cap Price,
the Reporting Person will deliver a number of shares equal to
the product of (i) 250,000 x (ii) the sum of (Floor
Price/Final Price) + (Final Price-Cap Price/Final Price).
In consideration of the first tranche of the Forward Agreement, the
Reporting Person received $5,612,053.26.
3. On June 10, 2004, the Reporting Person entered into a Prepaid Forward
Agreement (the "Forward Agreement") relating to the forward sale of up
to 750,000 shares of common stock in three tranches. On June 30,
2004, the counterparty to the Forward Agreement sold 750,000 shares of
common stock into the public market in accordance with paragraphs (f)
and (g) of Rule 144 under the Securities Act of 1933, as amended, at a
weighted-average per share price equal to $25.8978 (the "Floor Price").
The terms of the second tranche provide that three business days after
November 30, 2005 (the "Maturity Date"), the Reporting Person will
deliver to the counterparty to the Forward Agreement a number of shares
of common stock (or, at the election of the Reporting Person, the cash
equivalent of such shares) based on the following:
(a) if the price per share of common stock, determined in
accordance with the terms of the tranche, for the Maturity
Date (the"Final Price") is equal to or less than the Floor
Price, the Reporting Person will deliver 250,000 shares;
(b) if the Final Price is greater than the Floor Price but less
than $40.00 (the "Cap Price"), the Reporting Person will
deliver a number of shares equal to Floor Price/Final Price x
250,000;
(c) if the Final Price is equal to or greater than the Cap Price,
the Reporting Person will deliver a number of shares equal to
the product of (i) 250,000 x (ii) the sum of (Floor
Price/Final Price) + (Final Price-Cap Price/Final Price).
In consideration of the second tranche of the Forward Agreement, the
Reporting Person received $5,273,434.53.
4. On June 10, 2004, the Reporting Person entered into a Prepaid Forward
Agreement (the "Forward Agreement") relating to the forward sale of up
to 750,000 shares of common stock in three tranches. On June 30, 2004,
the counterparty to the Forward Agreement sold 750,000 shares of common
stock into the public market in accordance with paragraphs (f) and (g)
of Rule 144 under the Securities Act of 1933, as amended, at a
weighted-average per share price equal to $25.8978 (the "Floor Price").
The terms of the third tranche provide that three business days after
March 30, 2006 (the "Maturity Date"), the Reporting Person will deliver
to the counterparty to the Forward Agreement a number of shares of
common stock (or, at the election of the Reporting Person, the cash
equivalent of such shares) based on the following:
(a) if the price per share of common stock, determined in
accordance with the terms of the tranche, for the Maturity
Date (the"Final Price") is equal to or less than the Floor
Price, the Reporting Person will deliver 250,000 shares;
(b) if the Final Price is greater than the Floor Price but less
than $42.00 (the "Cap Price"), the Reporting Person will
deliver a number of shares equal to Floor Price/Final Price x
250,000;
(c) if the Final Price is equal to or greater than the Cap Price,
the Reporting Person will deliver a number of shares equal to
the product of (i) 250,000 x (ii) the sum of (Floor
Price/Final Price) + (Final Price-Cap Price/Final Price).
In consideration of the third tranche of the Forward Agreement, the
Reporting Person received $5,121,937.40.
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