On August 13, 2003, Xx. Xxxxxx entered into a forward sale agreement (the
"Forward Agreement") relating to 23,000 shares (the "Base Amount") of
Common Stock. In connection with the Forward Agreement, the counterparty
sold 23,000 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 $41.81 per share. The Forward Agreement
provides that three business days after August 14, 2006, Xx. Xxxxxx will
deliver a number of shares of Common Stock (or, at the election of Xx.
Xxxxxx, the cash equivalent of such shares) based on the following:
(a) if the closing price of the Common Stock on August 14, 2006 (the "Final
Price") is less than $41.81 per share, Xx. Xxxxxx will deliver 23,000
shares;
(b) if the Final Price is equal to or greater than $41.81 per share (the
"Floor Price") but less than or equal to $50.17 per share (the "Cap
Price"), Xx. Xxxxxx will deliver a number of shares equal to Floor
Price/Final Price x 23,000;
(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 23,000.
In consideration therefore, Xxxxxx Xxxxxx has received a price of
$853,469.08.
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.
