TBC CORP 4

4 · TBC CORP · Filed Apr 26, 2005

Form 4

Period: 2005-04-22

Director

Transactions

Disposition to Issuer
Common Stock
2005-04-22−232→ 6,579 total
Exercise/Conversion
Common Stock
2005-04-22$14.30/sh+468$6,692→ 7,047 total
Exercise/Conversion
Common Stock
2005-04-22$7.19/sh+928$6,672→ 6,811 total
Exercise/Conversion
Stock Option (right to buy)
2005-04-22−928→ 924 total
Exercise: $7.19From: 2002-04-25Exp: 2005-04-25→ Common Stock (928 underlying)
Disposition to Issuer
Common Stock
2005-04-22−303→ 5,883 total
Exercise/Conversion
Stock Option (right to buy)
2005-04-22−468→ 932 total
Exercise: $14.30From: 2003-04-24Exp: 2005-04-24→ Common Stock (468 underlying)
Exercise/Conversion
Common Stock
2005-04-22$5.50/sh+1,212$6,666→ 6,186 total
Exercise/Conversion
Stock Option (right to buy)
2005-04-22−1,212→ 0 total
Exercise: $5.50From: 2001-04-26Exp: 2005-04-26→ Common Stock (1,212 underlying)
Tax Payment
Common Stock
2005-04-22$27.21/sh−736$20,027→ 6,194 total
Disposition to Issuer
Common Stock
2005-04-22−117→ 6,930 total

Footnotes (4)

[F1]Under the TBC Corporation 1989 Stock Incentive Plan (the "Plan"), prior to 2003, each non-employee director was granted, on the date of each Annual Meeting of Stockholders, shares of restricted stock having an aggregate then current fair market value of $5,000. The director was concurrently granted an option giving him the right to buy four times the number of restricted shares that he was granted. The option expires in one-third increments as the restricted stock vests, and the exercise of any portion of the option will cause the forfeiture of the associated restricted stock. The exercise of the option is also subject to certain conditions stated in the Plan.
[F2]Exercise of tandem options. See (1).
[F3]Forfeiture of restricted stock upon exercise of tandem options. See (1).
[F4]Represents the balance of tandem options still outstanding under the respective annual grant.

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