PHARMACEUTICAL RESOURCES, INC.
1995 DIRECTORS' STOCK OPTION PLAN
As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Company" shall mean Pharmaceutical Resources, Inc.
(c) "Date of Grant" shall mean the date an Eligible Director is initially elected to the Board of Directors.
(d) "Eligible Director" shall mean any director of the Company other than
(i) any director of the Company on the Effective Date of this Plan, or (ii) any person who, at the time of his
election to the Board, is an employee of the Company or any of its subsidiaries.
(e) "Fair Market Value" shall mean, with respect to any share of stock on any day: (i) if the principal market for
the Stock is The New York Stock Exchange, any other national securities exchange or the NASDAQ National
Market, the closing sales price of the Stock on such day as reported by such exchange or market system, or on a
consolidated tape reflecting transactions on such exchange or market system, or (ii) if the principal market for the
Stock is not a national securities exchange or the NASDAQ National Market and the Stock is quoted on the
National Association of Securities Dealers Automated Quotations System, the mean between the closing bid and
the closing asked prices for the Stock on such day as quoted on such System, or (iii) if the principal market for
the Stock is not quoted on the National Association of Securities Dealers Automated Quotations System, the
mean between the highest bid and lowest asked prices for the Stock on such day as reported by the National
Quotation Bureau, Inc.; provided that if clauses (i), (ii) and (iii) of this paragraph are all inapplicable, or if no
trades have been made or no quotes are available for such day, the Fair Market Value of the Stock shall be
determined by the Company by any method which it deems to be appropriate. The determinatio