Attachment to Form 4 ? Xxxxxxx X. Xxxxxxxxx
On May 15, 2006, the Jandernoa Investment Group,
LLC (?JIG LLC?), of which Xx. Xxxxxxxxx is a member
and the sole manager, entered into a Variable Prepaid
Stock Purchase Agreement (the ?Agreement?), relating
to one or more Tranches, for a total of up to 345,542
shares of Xxxxxxx Company common stock. The Agreement
constitutes a sales plan under Rule 10b5-1(c). The
Agreement provides that JIG LLC will deliver on
____________* (the ?Maturity Date?) in settlement of
each Tranche, an aggregate number of shares of common
stock (or, at the option of JIG 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. __*, which
consists of a Base Amount of _________* shares:
(a) If the Settlement Price for Tranche No. __*
is less than $_________* (?Upside Limit?)
but greater than $________* (?Hedged
Value?), the Settlement Ratio for Tranche
No. __* will be equal to the Hedged Value
divided by the Settlement Price for Tranche
No. __*;
(b) If the Settlement Price for Tranche No. __*
is equal to or greater than the Upside
Limit, the Settlement Ratio for Tranche
No. __* will be equal to the sum of the
Hedged Value divided by the Settlement Price
for Tranche No. __* and a fraction, the
numerator of which is equal to the
difference between the Settlement Price for
Tranche No. __* and the Upside Limit, and
the denominator of which is equal to the
Settlement Price for Tranche No. __*; and
(c) If the Settlement Price for Tranche No. __*
is equal to or less than the Hedged Value,
the Settlement Ratio for Tranche No. __*
will be one.
The Settlement Price is the amount obtained by
dividing the Hedged Value by a fraction, the numerator
of which is equal to the sum of the fractions obtained
by dividing the 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 Agreement provides that the
Xxxxxxx X. Xxxxxxxxx Trust will receive $__________*
for Tranche No. __*.
* The number of tranches and the Maturity Date, Base
Amount, Upside Limit, Hedged Value and consideration
paid for each tranche have not yet been determined and
will be supplied by amendment to this Form 4.
