EXHIBIT 99
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(1) On January 9, 2003, Xx. Xxxxxxx entered into a variable prepaid
forward contract ("VPF Agreement") relating to up to 31,739 shares of
Common Stock. The VPF Agreement provided that three business days
after January 9, 2004, Xx. Xxxxxxx would deliver to the counterparty a
number of shares of Common Stock (or, at the election of Xx. Xxxxxxx,
the cash equivalent of such shares) based on the following:
(a) if the closing price of the Common Stock on January 9, 2004 (the
"Final Price") is less than $64.43 per share, Xx. Xxxxxxx will
deliver 31,739 shares;
(b) if the Final Price is less than or equal to $98.79 per shares
(the "Cap Price") but greater than or equal to $64.43 per share
(the "Floor Price"), Xx. Xxxxxxx will deliver a number of shares
equal to Floor Price/Final Price x 31,739;
(c) if the Final Price is greater than the Cap Price, Xx. Xxxxxxx
will deliver a number of shares equal to ((Floor Price + (Final
Price - Cap Price))/Final Price) x 31,739.
In consideration for the foregoing, Xx. Xxxxxxx received $2,000,000.
The closing price of the Common Stock on January 9, 2004 was $99.64
and Xx. Xxxxxxx elected to cash settle the VPF Agreement for
$2,071,921.92 based on the formula set forth above.
(2) On January 9, 2003, Xx. Xxxxxxx entered into a "zero-cost collar"
arrangement pursuant to which he wrote a covered call option and
purchased a put option. Only one of the options could be in the money
on the expiration date, at which time the in-the-money option would be
exercised (and settled, at the option of Xx. Xxxxxxx, by the delivery
of 45,819 shares or the cash equivalent of such shares on the
expiration date), and the other option would expire. If neither option
were in the money on the expiration date, both options would expire.
On January 9, 2004, the call option was in-the-money and Xx. Xxxxxxx
elected to cash settle and paid to the option holder, for each share
of Common Stock subject to the option, the excess of the market price
of $99.64 per share over the exercise price of $98.79. On the same
date, the related put option expired unexercised.
(3) Revocable trust for the benefit of various persons and entities.
