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                                                                   EXHIBIT 10(k)


                           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 "Executive").


                                WITNESSETH THAT:

     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 hereunder.

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 encumbered prior to the end of the Restricted Period.

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     (ii)      Except as otherwise provided in this Agreement, the Executive
               shall have all of the rights of a stockholder, including, but not
               limited to, the right to vote such shares and the right to
               receive dividends paid on such shares.

     (iii)     Each certificate issued with respect to the Restricted Stock
               granted under Section 1 shall be registered in the name of the
               Executive and shall bear the following legend:

                    "The transferability of this certificate and the shares of
                    stock represented hereby are subject to the terms and
                    conditions, including forfeiture, of an agreement entered
                    into between the registered owner and Perrigo Company. A
                    copy of such agreement is on file in the office of the
                    Secretary of Perrigo Company, 515 Eastern Avenue, Allegan,
                    Michigan 49010."

     (iv)      The Company may require a written statement that the Executive is
               acquiring the shares of Restricted Stock for investment and not
               for the purpose or with the intention of distributing the shares,
               except for a sale to a purchaser who makes the same
               representation in writing, and that the holder of the shares of
               Restricted Stock, either before or after the end of the
               Restricted Period, will not dispose of them in violation of the
               registration requirements of the Securities Act of 1933 or any
               other applicable law.

5.   Adjustment to Shares. In the event of any stock dividend, stock split,
     recapitalization or other change affecting the Common Stock as a class
     without receipt of consideration, then any new, substituted or additional
     securities or other property (including money paid other than as a regular
     cash dividend), which is by reason of any such transaction distributed to
     the Executive with respect to the shares of Restricted Stock, shall be
     immediately subject to a similar Restricted Period. Appropriate adjustments
     to reflect the distribution of such securities or property shall also be
     made to the number of shares of Restricted Stock.

6.   Withholding. This award is subject to the withholding of all applicable
     taxes. The Company may withhold, or permit the Executive to remit to the
     Company, any Federal, state or local taxes applicable to the grant, vesting
     or other event giving rise to tax liability with respect to this award. The
     Executive may elect to surrender previously acquired Common Stock or to
     have the Company withhold Common Stock relating to this award in an amount
     sufficient to satisfy all or a portion of such tax liability.

7.   Compliance with Applicable Law. Notwithstanding any other provision of this
     Agreement, the Company shall have no obligation to issue any shares of
     Restricted Stock or Common Stock under this Agreement if such issuance
     would

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     violate any applicable law or any applicable regulation or requirement of
     any securities exchange or similar entity.

8.   Successors and Assigns. This Agreement shall be binding upon any or all
     successors and assigns of the Company.

9.   Definitions.  The following terms shall have the meaning ascribed to such
     terms below:

     (i)       Cause. A termination for "Cause" means in the reasonable judgment
               of the Board of Directors of the Company (i) gross negligence or
               willful and continued failure by the Executive to substantially
               perform his duties as an employee of the Company (other than any
               such failure resulting from incapacity due to physical or mental
               illness), (ii) willful misconduct by the Executive which is
               demonstrably and materially injurious to the company, monetarily
               or otherwise, (iii) the engaging by the Executive in egregious
               misconduct involving serious moral turpitude to the extent that
               his credibility and reputation no longer conforms to the standard
               of senior executives of the company, or (iv) the commission by
               the Executive of a material act of dishonesty or breach of trust
               resulting or intending to result in personal benefit or
               enrichment to the Executive at the expense of the Company. For
               purposes of this provision, no act or failure to act shall be
               deemed "willful" unless done or omitted to be done not in good
               faith and without reasonable belief that such action or omission
               was in the best interest of the Company.

     (ii)      Disability means that (i) the Executive is eligible for
               disability benefits under the Company's long-term disability
               plan, or (ii) he has a physical or mental disability which
               renders him incapable, after reasonable accommodation, of
               performing substantially all of his duties hereunder for a period
               of 180 days (which need not be consecutive) in any 12-month
               period. In the event of a dispute as to whether the Executive is
               Disabled, the Company may, at its expense, refer him to a
               licensed practicing physician of the Company's choice and the
               Executive agrees to submit to such tests and examination as such
               physician shall deem appropriate. The determination of such
               physician shall be final and binding on the Company and
               Executive.

     (iii)     Good Reason. A termination for "Good Reason" means, without the
               Executive's consent, (i) assigning duties to the Executive that
               are inconsistent in any substantial respect with the position,
               authority, or responsibilities associated with the office of
               Executive Vice President and Chief Financial Officer, (ii) the
               failure by the Company to pay the Executive any portion of his
               current compensation within ten (10) business days of the date
               such compensation is due, (iii) the failure by the Company to


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               continue any incentive compensation plan in which the Executive
               participates which is material to his compensation, unless an
               equitable substitute plan or alternative plan is made available
               to the Executive, and (iv) the failure by the Company to obtain a
               satisfactory agreement from any successor to the business of the
               Company to assume and agree to perform this Agreement. In the
               case of clause (iv) next above, notice of termination for Good
               Reason shall be given, if at all, within 30 days following the
               occurrence of the event giving rise to the right to terminate for
               Good Reason.

10.  Applicable Law. This Agreement shall be governed by and construed and
     enforced in accordance with the internal laws of the state of Michigan
     without regard to principals of conflict of laws.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the day and year first above written.


                                           PERRIGO COMPANY


                                           By
                                             ---------------------------------
                                                Michael J. Jandernoa
                                                Its: Chairman of the Board
ATTEST:


--------------------------------
John R. Nichols, Secretary
                                           EXECUTIVE


                                           --------------------------------
                                           Douglas R. Schrank





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