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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is
dated as of June 30, 2005 (this
"Amendment") by and between Perrigo
Company, a Michigan corporation (the
"Company") and David T. Gibbons (the
"Executive").
WHEREAS the
Company and the Executive are parties to that certain
Employment Agreement dated as of April 19,
2000 (the "Employment Agreement")
which provides, among other things, that
the Company agrees to employ the
Executive, subject to certain terms and
conditions, as its President and Chief
Executive Officer for a period ending on
June 30, 2005 unless otherwise extended
pursuant to the Employment Agreement;
and
WHEREAS the
Company and the Executive wish to amend the Employment
Agreement as set forth herein.
NOW, THEREFORE,
in consideration of the foregoing premises, the mutual
covenants, promises and representations set
forth herein, and for other good and
valuable consideration, the receipt and
sufficiency of which are acknowledged,
the parties agree as follows:
1. Amendments.
(a) The first sentence
of Section 1(f) of the Employment Agreement is
hereby deleted in its entirety and replaced
by the following:
"The `Agreement Term' shall be the period beginning on April 1,
2005 and ending on December 31, 2006."
(b) Section 2 (a) of
the Employment Agreement is hereby deleted in
its entirety and replaced by the
following:
"The Executive shall receive a base salary at an annual rate of
$750,000, payable in substantially equal monthly or more
frequent
installments (the "Salary). For the fiscal year beginning July
2,
2006 and thereafter, the Executive's Salary shall be reviewed
by
the Board to determine whether an increase in the amount of
Salary is appropriate."
(c) The second
sentence of Section 2(b) is hereby deleted in its
entirety and replaced by the following:
"The MIB shall provide the Executive with a target opportunity
of
not less than 100% of annual salary."
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(d) Section 2(d) of the Employment Agreement is hereby deleted in
its
entirety and replaced by the following:
"Contingent Restricted Stock Award. The Executive shall also be
awarded 67,159 shares of Restricted Stock (referred to as
"Contingent Restricted Stock"). Such Contingent Restricted
Stock
Award shall be subject to the terms and conditions of a
separate
Restricted Stock Award Agreement. Except as otherwise
specifically provided in this Agr
