Attachment to Form 4
Note (8)
On May 14, 2007, the Xxxxxxx X. Xxxxxxxxx Trust
(the ?MJJ Trust?), of which Xx. Xxxxxxxxx is Trustee,
entered into two Variable Prepaid Stock Purchase
Agreements. One agreement has a Maturity Date of May
__, 2009 (the ?May Variable Prepaid Agreement?) and the
other has a Maturity Date of November __, 2009 (the
?November Variable Prepaid Agreement?). Each of the
May Variable Prepaid Agreement and the November
Variable Prepaid Agreement constitutes a sales plan
under Rule 10b5-1(c).
The May Variable Prepaid Agreement relates to one
or more Tranches, for a total of up to 385,000 shares
of Xxxxxxx Company common stock. The May Variable
Prepaid Agreement provides that the MJJ Trust will
deliver on its Maturity Date in settlement of each
Tranche, an aggregate number of shares of Xxxxxxx
Company common stock (or, at the option of the MJJ
Trust, the cash equivalent of such shares) equal to the
product of (i) the Base Amount of each Tranche and
(ii) the Settlement Ratio of each Tranche, which will
be determined as follows for Tranche No. 1, which
consists of a Base Amount of _________ shares:
(a) If the Settlement Price for Tranche No. 1 is
less than $_______ (?May Upside Limit?) but
greater than $_______ (?May Hedged Value?),
the Settlement Ratio for Tranche No. 1 will
be equal to the Hedged Value divided by the
Settlement Price for Tranche No. 1;
(b) If the Settlement Price for Tranche No. 1 is
equal to or greater than the May Upside
Limit, the Settlement Ratio for Tranche No. 1
will be equal to the sum of the May Hedged
Value divided by the Settlement Price for
Tranche No. 1 and a fraction, the numerator
of which is equal to the difference between
the Settlement Price for Tranche No. 1 and
the May Upside Limit, and the denominator of
which is equal to the Settlement Price for
Tranche No. 1; and
(c) If the Settlement Price for Tranche No. 1 is
equal to or less than the May Hedged Value,
the Settlement Ratio for Tranche No. 1 will
be one.
The Settlement Price is the amount obtained by
dividing the May Hedged Value by a fraction, the
numerator of which is equal to the sum of the fractions
obtained by dividing the May Hedged Value by the
relevant closing price of Perrigo common stock on each
of the fifteen trading days preceding and including the
Maturity Date, and the denominator of which is equal to
fifteen. In consideration for the sale of these shares
of common stock, the May Variable Prepaid Agreement
provides that the MJJ Trust will receive $___________
for Tranche No. 1.
The November Variable Prepaid Agreement relates to
one or more Tranches, for a total of up to 385,000
shares of Xxxxxxx Company common stock. The November
Variable Prepaid Agreement provides that the MJJ Trust
will deliver on its Maturity Date in settlement of each
Tranche, an aggregate number of shares of Xxxxxxx
Company common stock (or, at the option of the MJJ
Trust, the cash equivalent of such shares) equal to the
product of (i) the Base Amount of each Tranche and
(ii) the Settlement Ratio of each Tranche, which will
be determined as follows for Tranche No. 1, which
consists of a Base Amount of _________ shares:
(a) If the Settlement Price for Tranche No. 1 is
less than $_______ (?November Upside Limit?)
but greater than $_______ (?November Hedged
Value?), the Settlement Ratio for Tranche
No. 1 will be equal to the November Hedged
Value divided by the Settlement Price for
Tranche No. 1;
(b) If the Settlement Price for Tranche No. 1 is
equal to or greater than the November Upside
Limit, the Settlement Ratio for Tranche No. 1
will be equal to the sum of the November
Hedged Value divided by the Settlement Price
for Tranche No. 1 and a fraction, the
numerator of which is equal to the difference
between the Settlement Price for Tranche
No. 1 and the November Upside Limit, and the
denominator of which is equal to the
Settlement Price for Tranche No. 1; and
(c) If the Settlement Price for Tranche No. 1 is
equal to or less than the November Hedged
Value, the Settlement Ratio for Tranche No. 1
will be one.
The Settlement Price is the amount obtained by
dividing the November Hedged Value by a fraction, the
numerator of which is equal to the sum of the fractions
obtained by dividing the November Hedged Value by the
relevant closing price of Perrigo common stock on each
of the fifteen trading days preceding and including the
Maturity Date, and the denominator of which is equal to
fifteen.
In consideration for the sale of these shares of
common stock, the November Variable Prepaid Agreement
provides that the MJJ Trust will receive $___________
for Tranche No. 1.
Attachment to Form 4
Note (9)
On May __, 2007, JSIG, LLC (?JSIG LLC?), of which
Xx. Xxxxxxxxx is a member and the sole manager, entered
into a Variable Prepaid Stock Purchase Agreement (the
?JSIG Variable Prepaid Agreement?), relating to one or
more Tranches, for a total of up to 175,000 shares of
Xxxxxxx Company common stock. The JSIG Variable
Prepaid Agreement constitutes a sales plan under
Rule 10b5-1(c). The JSIG Variable Prepaid Agreement
provides that JSIG LLC will deliver on ___________,
200__ (the ?Maturity Date?) in settlement of each
Tranche, an aggregate number of shares of Xxxxxxx
Company common stock (or, at the option of JSIG LLC,
the cash equivalent of such shares) equal to the
product of (i) the Base Amount of each Tranche and
(ii) the Settlement Ratio of each Tranche, which will
be determined as follows for Tranche No. 1, which
consists of a Base Amount of _________ shares:
(a) If the Settlement Price for Tranche No. 1 is
less than $_______ (?JSIG Upside Limit?) but
greater than $_______ (?JSIG Hedged Value?),
the Settlement Ratio for Tranche No. 1 will
be equal to the JSIG Hedged Value divided by
the Settlement Price for Tranche No. 1;
(b) If the Settlement Price for Tranche No. 1 is
equal to or greater than the Upside Limit,
the Settlement Ratio for Tranche No. 1 will
be equal to the sum of the JSIG Hedged Value
divided by the Settlement Price for Tranche
No. 1 and a fraction, the numerator of which
is equal to the difference between the
Settlement Price for Tranche No. 1 and the
JSIG Upside Limit, and the denominator of
which is equal to the Settlement Price for
Tranche No. 1; and
(c) If the Settlement Price for Tranche No. 1 is
equal to or less than the JSIG Hedged Value,
the Settlement Ratio for Tranche No. 1 will
be one.
The Settlement Price is the amount obtained by
dividing the JSIG Hedged Value by a fraction, the
numerator of which is equal to the sum of the fractions
obtained by dividing the JSIG Hedged Value by the
relevant closing price of Perrigo common stock on each
of the fifteen trading days preceding and including the
Maturity Date, and the denominator of which is equal to
fifteen.
In consideration for the sale of these shares of
common stock, the Variable Prepaid Agreement provides
that the JSIG LLC will receive $___________ for
Tranche No. 1.
Immediately prior to the reported May __, 2007
transactions, the Xxxxxxx X. Xxxxxxxxx Trust held a
voting interest equal to 1.2% of JSIG LLC?s total
membership interests and a non-voting interest equal to
38.8% of JSIG LLC?s total membership interests and the
Xxxxx X. Xxxxxxxxx Trust held a voting interest equal
to 1.8% of JSIG LLC?s total membership interests and a
non-voting interest equal to 58.2% of JSIG LLC?s total
membership interests.
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