RESTRICTED STOCK AGREEMENT
THIS AGREEMENT entered into as of this [day]th day of [month], [year] (the "Award Date") by and between
PERRIGO COMPANY, a Michigan corporation (the "Company"), and [EMPLOYEE NAME] (the
WHEREAS, pursuant to the terms of the Perrigo Company 2003 Long Term Incentive Plan (the "Plan"), the
Board of Directors of the Company (the "Board") has determined that the Participant should be awarded
Restricted Shares under the Plan.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. Pursuant to Section 5 of the Plan, the Company has granted to the Participant [number] shares of
common stock of the Company, without par value ("Common Stock"), effective [Date] ("Restricted Shares"),
subject to the conditions hereinafter set forth.
2. Vesting. Except as provided in Section 3 below, the Restricted Stock awarded hereunder shall be permanently
forfeited if the Employee's date of termination of employment occurs prior to the following date or dates and then
only with respect to the number of shares that have not vested as of that date:
3. Accelerated Vesting. Notwithstanding Section 2 above, if the Employee's Date of Termination occurs because
of death, Disability, involuntary termination by the Company without Cause or voluntary termination by the
Employee for Good Reason, or in the event of a Change in Control of the Company (as this is defined in the Plan
in effect on the date of this Agreement), the Restricted Period and the restrictions imposed hereunder shall end
with respect to all of the shares of Restricted Stock awarded hereunder effective as of the date of any such event.
4. Terms and Conditions of Restricted Stock. The Restricted Stock granted under this Agreement shall be
subject to the following additional terms and conditions:
(i) Except as may otherwise be specifically permitted under the Plan or by the terms of this Agreement, shares of
Restricted Stock may not be sold, assigned, pledged or otherwis