Attachment to Form 4
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 June
19, 2009 (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. 1, which consists of a Base Amount of
345,542 shares:
(a) If the Settlement Price for Tranche No. 1 is
less than $19.7383 (?Upside Limit?) but
greater than $15.1833 (?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 Upside Limit,
the Settlement Ratio for Tranche No. 1 will
be equal to the sum of the 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
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 Hedged Value, the
Settlement Ratio for Tranche No. 1 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 $4,256,680.93
for Tranche No. 1.
