Footnote 1 to Form 4 filed by Xxxxxxx X. Xxxxxx on January 25, 2010
On January 22, 2010, the reporting person settled a variable prepaid forward agreement (the
"Agreement") that was entered into on June 19, 2006 with an unaffiliated third party purchaser. The
Agreement obligated the reporting person to deliver to the purchaser up to 174,762 shares of SFD
common stock (or, at the reporting person's election, an equivalent amount of cash) on the
scheduled valuation date (January 22, 2010). In exchange for assuming this obligation, the reporting
person received a cash payment of $3,954,039.20 as of the date of entering into the Agreement. The
reporting person pledged 174,762 shares of SFD common stock (the "Pledged Shares") to secure his
obligations under the contract, and retained dividend and voting rights in the Pledged Shares during
the term of the pledge. The Agreement provided that the number of shares of SFD common stock
that the reporting person would be obligated to deliver to the purchaser on the scheduled valuation
date would be determined as follows: (a) if the volume weighted average price of SFD common
stock (the "Final Price") on the scheduled valuation date was less than or equal to $26.4778 (the
"Floor Price"), the reporting person would deliver to the purchaser all of the Pledged Shares; (b) if
the Final Price on the scheduled valuation date was between the Floor Price and $33.0973 (the "Cap
Price"), the reporting person would deliver to the purchaser a number of shares of SFD common
stock as determined by reference to a formula specified in the Agreement; and (c) if the Final Price
on the scheduled valuation date was greater than the Cap Price, the reporting person would deliver
to the purchaser a number of shares of SFD common stock as determined by reference to a formula
specified in the Agreement. The Final Price on the scheduled valuation date was $16.3999.
Accordingly, the reporting person transferred to the purchaser 174,762 of the Pledged Shares to
settle his obligation under the Agreement.
