2008 LONG-TERM INCENTIVE PLAN
SECTION 1. PURPOSE. Perrigo Company previously adopted the Perrigo Company 2003 Long-Term Incentive Plan (the “Plan”)
to encourage employees, directors and other persons providing significant services to Perrigo Company and its subsidiaries to
acquire a proprietary and vested interest in the growth and performance of the Company, to generate an increased incentive to
contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of share
owners, and to enhance the ability of the Company to attract and retain individuals of exceptional managerial talent upon whom,
in large measure, the sustained progress, growth and profitability of the Company depends. The following provisions constitute
an amendment and restatement of the Plan, which on and after the Effective Date shall be known as the “Perrigo Company 2008
Long-Term Incentive Plan”. The amended and restated Plan shall apply to Awards granted on or after the Effective Date.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below:
(a) “Acquiring Person” means any person (any individual, firm, corporation or other entity) who or which, together with all
Affiliates and Associates, has acquired or obtained the right to acquire the beneficial ownership of fifty percent (50%) or more
of the Shares then outstanding.
(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act.
(c) “Award” shall mean any Option, Stock Appreciation Right, Restricted Share Award, Performance Share, Performance
Unit, Other Stock Unit Award, or any other right, interest, or option relating to Shares or other securities of the Company
granted pursuant to the provisions of the Plan.
(d) “Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any