On May 17, 2004, Xx. Xxxxxx entered into a forward sale agreement (the
"Forward Agreement") relating to 35,000 shares (the "Base Amount") of
Common Stock. In connection with the Forward Agreement, the counterparty
sold 35,000 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 an average price of $42.50 per share. The Forward Agreement
provides that three business days after May 17, 2006, Xx. Xxxxxx will
deliver a number of shares of Common Stock (or, at the election fo Xx.
Xxxxxx, the cash equivalent of such shares) based on the following:
(a) if the closing price of the Common Stock on May 17, 2006 (the "Final
Price") is less than $42.50 per share, Xx. Xxxxxx will deliver 35,000
shares;
(b) if the Final Price is equal to or greater than $42.50 per share (the
"Floor Price") but less than or equal to $51.00 per share (the "Cap Price"),
Xx. Xxxxxx will deliver a number of shares equal to Floor Price/Final Price
x 35,000;
(c) If the Final Price is greater than the Cap Price, Xx. Xxxxxx will
deliver a number of shares equal to Floor Price + (Final Price - Cap
Price)/Final Price x 35,000.
In consideration therefore, Xxxxxx Xxxxxx has received a price of
$1,323,812.70.
Xx. Xxxxxx entered into the Forward Agreement as part of a diversification
plan. Xx. Xxxxxx submits that this plan does not in any way reflect on his
confidence in the future growth of the Issuer. Xx. Xxxxxx opted for this
transaction over a direct sale because he is optimistic about the
opportunity for the Issuer and wants to maintain the maximum amount of
exposure while still achieving a prudent amount of liquidity.
