(1) |
On May 20, 2003 Desoto S. Jordan entered into a Pre-Paid Forward Purchase Agreement (the "Forward Contract") with Citigroup Global Markets Inc. ("Citigroup"), pursuant to which Citigroup agreed to purchase from Mr. Jordan up to 550,000 shares of Class A Common Stock of Perot Systems Corporation (the "Shares"). The actual number of Shares purchased by Citigroup will depend upon the price of the Shares on the Settlement Date (as defined below) (the "Reference Price") and the application of a formula (the "Formula") to that Reference Price. The Forward Contract contemplates that, from time to time, the parties will enter into agreements specifying the details regarding the purchase and sale of the Shares (each, a "Confirmation"). The Forward Contract provides that each Confirmation shall specify (i) the maximum number of Shares subject to such Confirmation (the "Share Base Amount"), (ii) the purchase price for the Shares (the "Purchase Price"), (iii) the date by which the Share Base Am |
(2) |
Under the terms of the Forward Contract, the following four Confirmations have been executed by the parties: (i) Confirmation dated May 28, 2003, covering a Share Base Amount of 250,000 of the Shares, with a Purchase Price of U.S. $2,182,500.00, Collateral Delivery Date of June 2, 2003 and Settlement Date of November 29, 2004; (ii) Confirmation dated November 13, 2003, covering a Share Base Amount of 100,000 of the Shares, with a Purchase Price of U.S. $944,330.00, Collateral Delivery Date of November 18, 2003 and Settlement Date of November 14, 2005; (iii) Confirmation dated November 13, 2003, covering a Share Base Amount of 100,000 of the Shares, with a Purchase Price of U.S. $897,200.00, Collateral Delivery Date of November 18, 2003 and Settlement Date of November 13, 2006; and (iv) Confirmation dated November 13, 2003, covering a Share Base Amount of 100,000 of the Shares, with a Purchase Price of U.S. $846,700.00, Collateral Delivery Date of November 18, 2003 and Settlement Date |