RESTRICTED STOCK AGREEMENT
THIS AGREEMENT entered into as of this 14th day of August, 2001 (the "Award Date") by and between
PERRIGO COMPANY, a Michigan corporation (the "Company"), and DOUGLAS R. SCHRANK (the
WHEREAS, the Executive has performed exemplary services for the Company during the current fiscal year
resulting in a significant contribution to shareholder value; and
WHEREAS, based upon the recommendation of the Compensation Committee, the Board of Directors of the
Company has agreed to award the Executive shares of common stock of the Company, $.10 par value
("Common Stock"), subject to the restrictions and provisions of this Agreement as a reward to Executive for his
services during fiscal 2001.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant. Subject to the terms of this Agreement, the Executive is hereby awarded 12,000 shares of Common
Stock ("Restricted Stock").
2. Vesting. Except as provided in Section 3 below, the Restricted Stock awarded hereunder shall be permanently
forfeited if the Executive's date of termination of employment occurs prior to the second anniversary date of this
Agreement (the "Restricted Period").
3. Accelerated Vesting. Notwithstanding Section 2 above, if the Executive's Date of Termination occurs because
of death, Disability, involuntary termination by the Company without Cause or voluntary termination by the
Executive for Good Reason, or in the event of a Change in Control of the Company (as this is defined in the
Perrigo Company Incentive Stock Option Plan in effect on the date to this Agreement), the Restricted Period and
the restrictions imposed hereunder shall end with respect to all of the shares of Restricted Stock awarded
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) Shares of Restricted Stock may not be sold, assigned, pledged or otherwise enc