(4) On March 8, 2004, Xx. Xxxxxxxxx entered into a forward sale agreement (the
"Forward Agreement") relating to up to 182,113 shares of common stock. Xx.
Xxxxxxxxx' purpose in entering the Forward Agreement was to generate cash in
order to exercise his employee stock options and to pay the resulting income
taxes. In connection with the Forward Agreement, between March 3, 2004 and
March 8, 2004, the counterparty sold 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 $19.57 per share.
The Forward Agreement provides that three businees days after March 8, 2006,
Xx. Xxxxxxxxx will deliver a number of shares of common stock (or, at the
election of Xx. Xxxxxxxxx, the cash equivalent of such shares) based on the
following:
(a) if the closing price of the common stock on March 8, 2006 (the "Final
Price") is less than $19.45 per share, Xx. Xxxxxxxxx will deliver 182,113
shares;
(b) if the Final Price is equal to or greater than $19.45 per share (the "Floor
Price") but less than or equal to $25.29 per share (the "Cap Price"), Xx.
Xxxxxxxxx will deliver a number of shares equal to the Floor Price/Final Price
x 182,113; and
(c) if the Final Price is greater than the Cap Price, Xx. Xxxxxxxxx will deliver
a number of shares equal to (Floor Price + (Final Price - Cap Price)) / Final
Price X 182,113.
In consideration therefore, Xx. Xxxxxxxxx has received a price of $2,970,263.
