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 a Variable Prepaid Stock Purchase
Agreement (the ?Variable Prepaid Agreement?). The
Variable Prepaid Agreement relates to one or more
tranches, for a total of up to 770,000 shares of
Xxxxxxx Company common stock. On May 16, 2007, the
pricing under the Variable Prepaid Agreement was
finalized and the shares were divided into two
tranches of 385,000 shares each, with the first
tranche having a Maturity Date of May 18, 2009
(?Tranche No. 1?) and the other having a Maturity Date
of November 16, 2009 (?Tranche No. 2?). The Variable
Prepaid Agreement constitutes a sales plan under
Rule 10b5-1(c).
The Variable Prepaid Agreement provides that the
MJJ Trust will deliver on the respective 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
385,000 shares for each Tranche and (ii) the
Settlement Ratio of each Tranche.
The Settlement Ratio will be determined as
follows for Tranche No. 1:
(a) If the Settlement Price for Tranche No. 1 is
less than $23.4052 (?Tranche No. 1 Upside
Limit?) but greater than $18.6910 (?Tranche
No. 1 Hedged Value?), the Settlement Ratio
for Tranche No. 1 will be equal to the
Tranche No. 1 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 Tranche No. 1
Upside Limit, the Settlement Ratio for
Tranche No. 1 will be equal to the sum of
the Tranche No. 1 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 Tranche No. 1
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 Tranche No. 1
Hedged Value, the Settlement Ratio for
Tranche No. 1 will be one.
The Settlement Price for Tranche No. 1 is the amount
obtained by dividing the Tranche No. 1 Hedged Value by
a fraction, the numerator of which is equal to the sum
of the fractions obtained by dividing the Tranche
No. 1 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 MJJ Trust will receive $6,317,465 for Tranche
No. 1.
The Settlement Ratio will be determined as
follows for Tranche No. 2:
(a) If the Settlement Price for Tranche No. 2 is
less than $24.3804 (?Tranche No. 2 Upside
Limit?) but greater than $19.5043 (?Tranche
No. 2 Hedged Value?), the Settlement Ratio
for Tranche No. 2 will be equal to the
Tranche No. 2 Hedged Value divided by the
Settlement Price for Tranche No. 2;
(b) If the Settlement Price for Tranche No. 2 is
equal to or greater than the Tranche No. 2
Upside Limit, the Settlement Ratio for
Tranche No. 2 will be equal to the sum of
the Tranche No. 2 Hedged Value divided by
the Settlement Price for Tranche No. 2 and a
fraction, the numerator of which is equal to
the difference between the Settlement Price
for Tranche No. 2 and the Tranche No. 2
Upside Limit, and the denominator of which
is equal to the Settlement Price for Tranche
No. 2; and
(c) If the Settlement Price for Tranche No. 2 is
equal to or less than the Tranche No. 2
Hedged Value, the Settlement Ratio for
Tranche No. 2 will be one.
The Settlement Price For Tranche No. 2 is the amount
obtained by dividing the Tranche No. 2 Hedged Value by
a fraction, the numerator of which is equal to the sum
of the fractions obtained by dividing the Tranche
No. 2 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 MJJ Trust will receive $6,317,465 for Tranche
No. 2.
Attachment to Form 4
Note (9)
On May 14, 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. On
May 16, 2007, the pricing under the Variable Prepaid
Agreement was finalized and the shares were placed in
a single tranche. 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 November 16, 2009 (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
175,000 shares:
(a) If the Settlement Price for Tranche No. 1 is
less than $24.3804 (?JSIG Upside Limit?) but
greater than $19.5043 (?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 $2,871,575 for
Tranche No. 1.
Immediately prior to the reported May 14, 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.
