Letter Agreement Regarding Board Appointment and Nominating Agreement – Perrigo Company and Ran Gottfried

Summary

This letter agreement is between Perrigo Company and Ran Gottfried. It confirms that Perrigo's Board of Directors will appoint Mr. Gottfried as a director, provided he agrees in writing to be bound by certain terms from a prior Nominating Agreement between Perrigo and Mori Arkin. By signing this letter, Mr. Gottfried acknowledges he has read the agreement and agrees to comply with its specified terms as if he were an original party. The appointment is contingent on this signed acknowledgment.

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EX-10.1 2 c02728exv10w1.txt LETTER AGREEMENT EXHIBIT 10.1 [PERRIGO LOGO] TODD W. KINGMA Sr. Vice President & General Counsel Direct: (269) 686-1941 Fax: (269) 673-1386 February 15, 2006 Ran Gottfried 64 Pinkas St., Apt. 231 62157 Tel-Aviv Israel Dear Ran: Congratulations! I understand that Perrigo's Board of Directors has voted to appoint you to the Board subject to your execution of this letter agreement. Let me explain. As you know, Mori Arkin designated you as a candidate for Perrigo's Board of Directors. He did so pursuant to a November 14, 2005 Nominating Agreement, as amended through September 10, 2005, (the "Agreement") between Perrigo Company and Mori. A copy of the Agreement, together with the amendments, is attached for your review. Section 3 provides that Perrigo's obligation to nominate and recommend you as a Director is conditioned upon you executing and delivering to Perrigo a "written agreement to be bound by the terms of this Section 3." If you sign this letter, it will constitute the required agreement. To that end, I would appreciate it if you would carefully read and review the Agreement, and Section 3 in particular, and acknowledge that you have read the Agreement and agree to be bound in all respects by the terms of Section 3(a) as if you were a party to the Agreement. If this is acceptable to you, you can provide that acknowledgement by signing and dating this letter on the space provided below and returning the signed and dated letter to me. Obviously, I welcome you to contact me should you have any questions in this regard. Sincerely, /s/ Todd W. Kingma Todd W. Kingma Acknowledged and agreed: /s/ Ran Gottfried - ------------------------- Name: Ran Gottfried Date: February 16, 2006 515 Eastern Avenue Allegan, Michigan 49010 ###-###-####