MYLAN LABORATORIES INC
EXHIBIT 10.24
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<TYPE>EX-10.24
<SEQUENCE>14
<FILENAME>j0539501exv10w24.htm
<DESCRIPTION>EXHIBIT 10.24
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<P align="right" style="font-size: 10pt"><A href="#101">EXHIBIT 10.24


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<A name="101"></A>
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<P align="center" style="font-size: 10pt"><B>TRANSITION AND SUCCESSION AGREEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Transition and Succession Agreement (this &#147;Agreement&#148;) is dated as of
December&nbsp;15, 2003, by and between Mylan Laboratories Inc., a Pennsylvania
corporation (the &#147;Company&#148;), and <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U> (&#147;Executive&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Board of Directors of the Company (the &#147;Board&#148;), has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control
(as defined herein). The Board believes it is imperative to diminish the
inevitable distraction of the Executive by virtue of the personal uncertainties
and risks created by a pending or threatened Change of Control and to encourage
the Executive&#146;s full attention and dedication to the current Company and in the
event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
that ensure that the compensation and benefits expectations of the Executive
will be satisfied and that are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;1. Certain Definitions. </B>(a) &#147;Effective Date&#148; means the first date
during the Change of Control Period (as defined herein) on which a Change of
Control occurs. Notwithstanding anything in this Agreement to the contrary, if
a Change of Control occurs and if the Executive&#146;s employment with the Company
is terminated prior to the date on which the Change of Control occurs, and if
it is reasonably demonstrated by the Executive that such termination of
employment (1)&nbsp;was at the request of a third party that has taken steps
reasonably calculated to effect a Change of Control or (2)&nbsp;otherwise arose in
connection with or anticipation of a Change of Control, then &#147;Effective Date&#148;
means the date immediately prior to the date of such termination of employment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&#147;Change of Control Period&#148; means the period commencing on the date
hereof and ending on the third anniversary of the date hereof; <I>provided</I>,
<I>however</I>, that, commencing on the date one year after the date hereof, and on
each annual anniversary of such date (such date and each annual anniversary
thereof, the &#147;Renewal Date&#148;), unless previously terminated, the Change of
Control Period shall be automatically extended so as to terminate three years
from such Renewal Date, unless, at least 60&nbsp;days prior to the Renewal Date, the
Company shall give notice to the Executive that the Change of Control Period
shall not be so extended.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&#147;Affiliated Company&#148; means any company controlled by, controlling or
under common control with the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&#147;Change of Control&#148; means:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;The acquisition by any individual, entity or group (within the meaning
of Section&nbsp;13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;)) (a &#147;Person&#148;) of beneficial ownership (within the
meaning of Rule&nbsp;13d-3 promulgated under the Exchange Act) of 20% or more of
either (A)&nbsp;the then-outstanding shares of common


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<P align="left" style="font-size: 10pt">stock of the Company (the &#147;Outstanding Company Common Stock&#148;) or (B)&nbsp;the
combined voting power of the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors (the &#147;Outstanding
Company Voting Securities&#148;); <I>provided</I>, <I>however</I>, that, for purposes of this
Section&nbsp;1(d), the following acquisitions shall not constitute a Change of
Control: (i)&nbsp;any acquisition directly from the Company, (ii)&nbsp;any acquisition
by the Company, (iii)&nbsp;any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Affiliated Company or (iv)
any acquisition by any corporation pursuant to a transaction that complies with
Sections&nbsp;1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;Individuals who, as of the date hereof, constitute the Board (the
&#147;Incumbent Board&#148;) cease for any reason to constitute at least a majority of
the Board; <I>provided</I>, <I>however</I>, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company&#146;s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company or any of
its subsidiaries, a sale or other disposition of all or substantially all of
the assets of the Company, or the acquisition of assets or stock of another
entity by the Company or any of its subsidiaries (each, a &#147;Business
Combination&#148;), in each case unless, following such Business Combination, (A)
all or substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 65% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation that, as a result of such
transaction, owns the Company or all or substantially all of the Company&#146;s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (B)&nbsp;no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, 20%
or more of, respectively, the then-outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then-outstanding voting securities of such corporation, except to
the extent that such ownership existed prior to the Business Combination, and
(C)&nbsp;at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement or of the
action of the Board providing for such Business Combination; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.


<P align="center" style="font-size: 10pt">2
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;2. Employment Period. </B>The Company hereby agrees to continue the
Executive in its employ or in the employ of Mylan Pharmaceuticals Inc., as the
case may be, subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the second anniversary of
the Effective Date (the &#147;Employment Period&#148;). The Employment Period shall
terminate upon the Executive&#146;s termination of employment for any reason.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;3. Terms of Employment.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<B>Position and Duties. </B>(1)&nbsp;During the Employment Period, (A)&nbsp;the
Executive&#146;s position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at any time during the 120-day period immediately
preceding the Effective Date and (B)&nbsp;the Executive&#146;s services shall be
performed at the office where the Executive was employed immediately preceding
the Effective Date or at any other location less than 30 miles from such
office.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive agrees to
devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the
Executive&#146;s reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period, it shall not be a violation of
this Agreement for the Executive to (A)&nbsp;serve on corporate, civic or charitable
boards or committees, (B)&nbsp;deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C)&nbsp;manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive&#146;s responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that, to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive&#146;s
responsibilities to the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Compensation. </B>(1) <B>Base Salary. </B>During the Employment Period, the
Executive shall receive an annual base salary (the &#147;Annual Base Salary&#148;) at an
annual rate at least equal to 12 times the highest monthly base salary paid or
payable, including any base salary that has been earned but deferred, to the
Executive by the Company and the Affiliated Companies in respect of the
12-month period immediately preceding the month in which the Effective Date
occurs. The Annual Base Salary shall be paid at such intervals as the Company
pays executive salaries generally. During the Employment Period, the Annual
Base Salary shall be reviewed at least annually, beginning no more than 12
months after the last salary increase awarded to the Executive prior to the
Effective Date. Any increase in the Annual Base Salary shall not serve to
limit or reduce any other obligation to the Executive under this Agreement.
The Annual Base Salary shall not be reduced after any such increase and the
term &#147;Annual Base Salary&#148; shall refer to the Annual Base Salary as so
increased.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(2)&nbsp;Annual Bonus. </B>In addition to the Annual Base Salary, the Executive
shall participate in a bonus program during the Employment Period and have a
bonus opportunity which is no less favorable than the bonus opportunity for
other employees of his level at the Company and its Affiliated Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(3)&nbsp;Incentive, Savings and Retirement Plans. </B>During the Employment
Period, the Executive shall be entitled to participate in all cash incentive,
equity incentive, savings and retirement plans, practices, policies, and
programs applicable generally to other peer executives of the Company and the
Affiliated Companies, but in no event shall such plans, practices, policies and
programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the extent, if
any, that such distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less favorable, in the aggregate, than the
most favorable of those provided by the Company and the Affiliated Companies
for the Executive under such plans, practices, policies and programs as in
effect at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company
and the Affiliated Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(4)&nbsp;Welfare Benefit Plans. </B>During the Employment Period, the Executive
and/or the Executive&#146;s family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and the Affiliated
Companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer
executives of the Company and the Affiliated Companies, but in no event shall
such plans, practices, policies and programs provide the Executive with
benefits that are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and the Affiliated
Companies. If, on or prior to the Executive&#146;s Date of Termination, the
Executive has attained at least age 50 with at least 20&nbsp;years of service with
the Company (including all cumulative service, notwithstanding any breaks in
service) the Executive shall be entitled to retiree medical and life insurance
benefits at least equal to those that were provided to peer executives of the
Company and the Affiliated Companies and their dependents (taking into account
any required employee contributions, co-payments and similar costs imposed on
the executives and the executives&#146; dependents and the tax treatment of
participation in the plans, programs, practices and policies by the executive
and the executives&#146; dependents) in accordance with the retiree medical plans,
programs, practices and policies of the Company and the Affiliated Companies in
effect as of the Date of Termination.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(5)&nbsp;Expenses. </B>During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the most favorable policies, practices and
procedures of the Company and the Affiliated Companies in effect for the
Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally
at any time thereafter with respect to other peer executives of the Company and
the Affiliated Companies.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(6)&nbsp;Fringe Benefits. </B>During the Employment Period, the Executive shall be
entitled to fringe benefits, including, without limitation, tax and financial
planning services, payment of club dues, and, if applicable, use of an
automobile and payment of related expenses, in accordance with the most
favorable plans, practices, programs and policies of the Company and the
Affiliated Companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(7)&nbsp;Office and Support Staff. </B>During the Employment Period, the Executive
shall be entitled to an office or offices of a size and with furnishings and
other appointments, and to exclusive personal secretarial and other assistance,
at least equal to the most favorable of the foregoing provided to the Executive
by the Company and the Affiliated Companies at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as provided generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(8)&nbsp;Vacation. </B>During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the most favorable plans,
policies, programs and practices of the Company and the Affiliated Companies as
in effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives
of the Company and the Affiliated Companies.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;4. Termination of Employment.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<B>Death or Disability. </B>The Executive&#146;s employment shall terminate
automatically if the Executive dies during the Employment Period. If the
Company determines in good faith that the Disability (as defined herein) of the
Executive has occurred during the Employment Period (pursuant to the definition
of &#147;Disability&#148;), it may give to the Executive written notice in accordance
with Section 11(b) of its intention to terminate the Executive&#146;s employment.
In such event, the Executive&#146;s employment with the Company shall terminate
effective on the 30th day after receipt of such notice by the Executive (the
&#147;Disability Effective Date&#148;), <I>provided </I>that, within 30&nbsp;days after such receipt,
the Executive shall not have returned to full-time performance of the
Executive&#146;s duties. &#147;Disability&#148; means the absence of the Executive from the
Executive&#146;s duties with the Company on a full-time basis for 180 consecutive
business days as a result of incapacity due to mental or physical illness that
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the Executive&#146;s legal
representative.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Cause. </B>The Company may terminate the Executive&#146;s employment during
the Employment Period for Cause. &#147;Cause&#148; means:



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the willful and continued failure of the Executive to perform
substantially the Executive&#146;s duties (as contemplated by Section
3(a)(1)(A)) with the Company or any Affiliated Company (other than any
such failure resulting from incapacity due to physical or mental illness
or following the Executive&#146;s delivery of a Notice of Termination for


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<P align="left" style="margin-left:2%; font-size: 10pt">Good Reason), after a written demand for substantial performance is
delivered to the Executive by the Board or the Chief Executive Officer of
the Company that specifically identifies the manner in which the Board or
the Chief Executive Officer of the Company believes that the Executive
has not substantially performed the Executive&#146;s duties, or



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) the willful engaging by the Executive in illegal conduct or
gross misconduct that is materially and demonstrably injurious to the
Company.

<P align="left" style="font-size: 10pt">For purposes of this Section&nbsp;4(b), no act, or failure to act, on the part of
the Executive shall be considered &#147;willful&#148; unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive&#146;s action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or upon the instructions of the Chief Executive
Officer of the Company or a senior officer of the Company or based upon the
advice of counsel for the Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of
the Company. The cessation of employment of the Executive shall not be deemed
to be for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board (excluding the
Executive, if the Executive is a member of the Board) at a meeting of the Board
called and held for such purpose (after reasonable notice is provided to the
Executive and the Executive is given an opportunity, together with counsel for
the Executive, to be heard before the Board), finding that, in the good faith
opinion of the Board, the Executive is guilty of the conduct described in
Section&nbsp;4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Good Reason. </B>The Executive&#146;s employment may be terminated by the
Executive for Good Reason or by the Executive voluntarily without Good Reason.
&#147;Good Reason&#148; means:



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the assignment to the Executive of any duties inconsistent in
any respect with the Executive&#146;s position (including status, offices,
titles and reporting requirements), authority, duties or responsibilities
as contemplated by Section&nbsp;3(a), or any other diminution in such position
(or removal from such position), authority, duties or responsibilities
(whether or not occurring solely as a result of the Company&#146;s ceasing to
be a publicly traded entity or becoming a subsidiary or a division of a
publicly traded entity), excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and that is
remedied by the Company promptly after receipt of notice thereof given by
the Executive;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) any failure by the Company to comply with any of the provisions
of Section&nbsp;3(b), other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and that is remedied by the Company
promptly after receipt of notice thereof given by the Executive;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) the Company&#146;s requiring the Executive (i)&nbsp;to be based at any
office or location other than as provided in Section&nbsp;3(a)(1)(B), (ii)&nbsp;to
be based at a location other than the principal executive offices of the
Company if the Executive was employed at

<P align="center" style="font-size: 10pt">6
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<P align="left" style="margin-left:2%; font-size: 10pt">such location immediately preceding the Effective Date, or (iii)&nbsp;to
travel on Company business to a substantially greater extent than
required immediately prior to the Effective Date;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) the failure by the Company to pay to the Executive any portion
of any installment of deferred compensation, or lump sum under any
deferred compensation program of the Company within 7&nbsp;days after the
Executive provides the Company with written notice of the failure to pay
such compensation when it is due;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) the failure by the Company to provide the Executive with the
number of paid vacation days and holidays to which the Executive was
entitled as of the Effective Date;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6) any purported termination by the Company of the Executive&#146;s
employment otherwise than as expressly permitted by this Agreement;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(7) any failure by the Company to comply with and satisfy Section
12(c);



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(8) if the Company (or the entity effectuating a Change of Control)
continues to exist and be a company registered under the Securities
Exchange Act of 1934, as amended, after the Effective Date and continues
to have in effect an equity-compensation plan, the failure of the Company
to grant to the Executive equity-based compensation with respect to a
number of shares of common stock of the Company (or the entity
effectuating the Change of Control) at least as great as the average
annual percentage of the outstanding common stock of the Company with
respect to which the Executive received such equity-based compensation
during the three calendar years immediately prior to the Effective Date,
which equity-based compensation is on terms, including pricing relative
to the market price at the time of grant, that is at least as favorable
to the Executive as the terms of the grant last made to the Executive
prior to the Effective Date;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(9) failure to include the Executive in any program or plan of
benefits (including, but not limited to stock option and deferred
compensation plans), and failure to provide the Executive similar levels
of benefit amounts or coverage, which benefits are either provided or
otherwise offered to peer executives following the Effective Date;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(10) the Executive&#146;s termination of employment for Disability.

<P align="left" style="font-size: 10pt">For purposes of this Section&nbsp;4(c), any good faith determination of Good Reason
made by the Executive shall be conclusive. Anything in this Agreement to the
contrary notwithstanding, a termination by the Executive for any reason
pursuant to a Notice of Termination given during the 90-day period immediately
following the first anniversary of the Effective Date shall be deemed to be a
termination for Good Reason for all purposes of this Agreement. The
Executive&#146;s mental or physical incapacity following the occurrence of an event
described above shall not affect the Executive&#146;s ability to terminate
employment for Good Reason.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Notice of Termination. </B>Any termination by the Company for Cause, or
by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section&nbsp;13(b).
&#147;Notice of Termination&#148; means a written


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<P align="left" style="font-size: 10pt">notice that (1)&nbsp;indicates the specific termination provision in this
Agreement relied upon, (2)&nbsp;to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of the Executive&#146;s employment under the provision so indicated, and (3)&nbsp;if the
Date of Termination (as defined herein) is other than the date of receipt of
such notice, specifies the Date of Termination (which Date of Termination shall
be not more than 30&nbsp;days after the giving of such notice). The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance that contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company, respectively, hereunder or
preclude the Executive or the Company, respectively, from asserting such fact
or circumstance in enforcing the Executive&#146;s or the Company&#146;s respective rights
hereunder.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;Date of Termination. </B>&#147;Date of Termination&#148; means (1)&nbsp;if the
Executive&#146;s employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified in the Notice of Termination, (which date shall not be
more than 30&nbsp;days after the giving of such notice), as the case may be, (2)&nbsp;if
the Executive&#146;s employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which the Company
notifies the Executive of such termination, and (3)&nbsp;if the Executive&#146;s
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;5. Obligations of the Company upon Termination.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<B>Good Reason, Death; Other Than for Cause. </B>If, during the Employment
Period, the Company terminates the Executive&#146;s employment other than for Cause
or the Executive resigns for Good Reason or if the Executive&#146;s employment is
terminated as a result of the Executive&#146;s death:



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the Company shall pay to the Executive (or the Executive&#146;s
estate or beneficiary, in the event of the Executive&#146;s death), in a lump
sum in cash within 30&nbsp;days after the Date of Termination, the aggregate
of the following amounts:



<P align="left" style="margin-left:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) the sum of (i)&nbsp;the Executive&#146;s Annual Base Salary through
the Date of Termination to the extent not theretofore paid, and
(ii)&nbsp;any compensation previously deferred by the Executive
(together with any accrued interest or earnings thereon) and any
accrued vacation pay, in each case, to the extent not theretofore
paid (the sum of the amounts described in subclauses (i)&nbsp;and (ii)
the &#147;Accrued Obligations&#148;); and



<P align="left" style="margin-left:4%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) the amount equal to the product of (i)&nbsp;three and (ii)&nbsp;the
amount of base salary and cash bonus paid to the Executive by the
Company as reflected on the Executive&#146;s W-2 in the tax year
immediately preceding the year in which the Date of Termination
occurs or the Change of Control occurs, whichever is greater;



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) for three years after the Executive&#146;s Date of Termination, or
such longer period as may be provided by the terms of the appropriate
plan, program, practice or


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<P align="left" style="margin-left:2%; font-size: 10pt">policy, the Company shall continue benefits to the Executive and/or
the Executive&#146;s dependents at least equal to those that were provided to
them (taking into account any required employee contributions,
co-payments and similar costs imposed on the Executive and the
Executive&#146;s dependents and the tax treatment of participation in the
plans, programs, practices and policies by the Executive and the
Executive&#146;s dependents) in accordance with the plans, programs, practices
and policies described in Section&nbsp;3(b)(4) as of the Date of Termination
or, if more favorable to the Executive, as in effect generally at any
time thereafter with respect to other peer executives of the Company and
the Affiliated Companies and their dependents, <I>provided</I>, <I>however</I>, that,
if the Executive becomes reemployed with another employer and is eligible
to receive such benefits under another employer provided plan, the
medical and other welfare benefits described herein shall be secondary to
those provided under such other plan during such applicable period of
eligibility. The eligibility of the Executive and the Executive&#146;s
dependents, if any, for &#147;COBRA&#148; continuation coverage under Section&nbsp;4980B
of the Code shall begin on the date that the coverage described in this
Section&nbsp;5(a)(2) ceases to be provided. For purposes of determining
eligibility (but not the time of commencement of benefits) of the
Executive for retiree medical and life insurance benefits pursuant to
such plans, practices, programs and policies, the Executive shall be
considered to have remained employed until three years after the Date of
Termination and to have retired on the last day of such period in order
to determine age and service; and



<P align="left" style="margin-left:2%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any Other Benefits (as
defined in Section&nbsp;6).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<B>Cause; Other Than for Good Reason. </B>If the Executive&#146;s employment is
terminated for Cause during the Employment Period, the Company shall provide to
the Executive (1)&nbsp;the Executive&#146;s Annual Base Salary through the Date of
Termination, (2)&nbsp;the amount of any compensation previously deferred by the
Executive, and (3)&nbsp;the Other Benefits, in each case, to the extent theretofore
unpaid, and shall have no other severance obligations under this Agreement. If
the Executive voluntarily terminates employment during the Employment Period,
excluding a termination for Good Reason, the Company shall provide to the
Executive the Accrued Obligations and the timely payment or delivery of the
Other Benefits, and shall have no other severance obligations under this
Agreement. In such case, all the Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30&nbsp;days of the Date of Termination.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;6. Non-exclusivity of Rights. </B>Nothing in this Agreement shall
prevent or limit the Executive&#146;s continuing or future participation in any
plan, program, policy or practice provided by the Company or the Affiliated
Companies and for which the Executive may qualify, nor, subject to Section
13(f), shall anything herein limit or otherwise affect such rights as the
Executive may have under any other contract or agreement with the Company or
the Affiliated Companies. Amounts that are vested benefits or that the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any other contract or agreement with the Company or the
Affiliated Companies at or subsequent to the Date of Termination (&#147;Other
Benefits&#148;) shall be payable in accordance with such plan, policy, practice or
program or contract or agreement, except as explicitly modified by this
Agreement. In the event that the Executive&#146;s employment is terminated by
reason of the Executive&#146;s Disability (or death), with respect to the provision
of the Other Benefits, the term &#147;Other Benefits&#148; shall include, and


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<P align="left" style="font-size: 10pt">the Executive (or the estate or beneficiary of the Executive, in the event
of the Executive&#146;s death) shall be entitled after the Disability Effective Date
(or upon the Executive&#146;s death) to receive, disability (or death) benefits and
other benefits at least equal to the most favorable of those generally provided
by the Company and the Affiliated Companies to disabled executives (or to the
estates and beneficiaries of deceased executives) and/or their families in
accordance with such plans, programs, practices and policies relating to
disability (or death), if any, as in effect generally with respect to other
peer executives and their families at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the Executive
and/or the Executive&#146;s family, as in effect at any time thereafter generally
with respect to other peer executives of the Company and the Affiliated
Companies and their families. Notwithstanding the foregoing, if the Executive
receives payments and benefits pursuant to Section 5(a) of this Agreement, the
Executive shall not be entitled to any severance pay or benefits under any
severance plan, program or policy of the Company and the Affiliated Companies,
unless otherwise specifically provided therein in a specific reference to this
Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;7. Full Settlement. </B>The Company&#146;s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense, or other claim, right or action that the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement, and
such amounts shall not be reduced whether or not the Executive obtains other
employment. The Company agrees to pay as incurred (within 10&nbsp;days following
the Company&#146;s receipt of an invoice from the Executive), to the full extent
permitted by law, all legal fees and expenses that the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive
about the amount of any payment pursuant to this Agreement), plus, in each
case, interest on any delayed payment at the applicable federal rate provided
for in Section&nbsp;7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended
(the &#147;Code&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;8. Certain Additional Payments by the Company. </B>(a)&nbsp;Anything in
this Agreement to the contrary notwithstanding and except as set forth below,
in the event it shall be determined that any Payment would be subject to the
Excise Tax, then the Executive shall be entitled to receive an additional
payment (the &#147;Gross-Up Payment&#148;) in an amount such that, after payment by the
Executive of all taxes (and any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments. The Company&#146;s obligation to make
Gross-Up Payments under this Section&nbsp;8 shall not be conditioned upon the
Executive&#146;s termination of employment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the provisions of Section&nbsp;8(c), all determinations required
to be made under this Section&nbsp;8, including whether and when a Gross-Up Payment
is required, the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by Deloitte and
Touche LLP, or such other nationally recognized certified public accounting
firm as may be designated by the Executive (the &#147;Accounting Firm&#148;).


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<P align="left" style="font-size: 10pt">The Accounting Firm shall provide detailed supporting calculations both to
the Company and the Executive within 15 business days of the receipt of notice
from the Executive that there has been a Payment or such earlier time as is
requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change
of Control, the Executive may appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder). All fees and expenses
of the Accounting Firm shall be borne solely by the Company. Any Gross-Up
Payment, as determined pursuant to this Section&nbsp;8, shall be paid by the Company
to the Executive within 5&nbsp;days of the receipt of the Accounting Firm&#146;s
determination. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive. As a result of the uncertainty in the
application of Section&nbsp;4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments that will not have been made by the Company should have been made (the
&#147;Underpayment&#148;), consistent with the calculations required to be made
hereunder. In the event the Company exhausts its remedies pursuant to Section
8(c) and the Executive thereafter is required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall be promptly paid by the Company to
or for the benefit of the Executive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable, but no later than 10 business days after the Executive is informed
in writing of such claim. The Executive shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid.
The Executive shall not pay such claim prior to the expiration of the 30-day
period following the date on which the Executive gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that the Company desires to
contest such claim, the Executive shall:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;give the Company any information reasonably requested by the
Company relating to such claim,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such
claim by an attorney reasonably selected by the Company,


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;cooperate with the Company in good faith in order effectively to
contest such claim, and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;permit the Company to participate in any proceedings relating to
such claim;

<P align="left" style="font-size: 10pt"><I>provided</I>, <I>however</I>, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest, and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income

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<P align="left" style="font-size: 10pt">tax (including interest and penalties) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section&nbsp;8(c), the Company shall control all
proceedings taken in connection with such contest, and, at its sole discretion,
may pursue or forgo any and all administrative appeals, proceedings, hearings
and conferences with the applicable taxing authority in respect of such claim
and may, at its sole discretion, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine; <I>provided</I>, <I>however</I>, that,
if the Company directs the Executive to pay such claim and sue for a refund,
the Company shall advance the amount of such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties) imposed with respect to such advance or with respect to any imputed
income in connection with such advance; and <I>provided</I>, <I>further</I>, that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company&#146;s control of the contest shall be limited to issues with respect to
which the Gross-Up Payment would be payable hereunder, and the Executive shall
be entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section&nbsp;8(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to the
Company&#146;s complying with the requirements of Section&nbsp;8(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to Section&nbsp;8(c), a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30&nbsp;days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Notwithstanding any other provision of this Section&nbsp;8, the Company
may, in its sole discretion, withhold and pay over to the Internal Revenue
Service or any other applicable taxing authority, for the benefit of the
Executive, all or any portion of any Gross-Up Payment, and the Executive hereby
consents to such withholding.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<B>Definitions. </B>The following terms shall have the following meanings
for purposes of this Section&nbsp;8.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&#147;Excise Tax&#148; shall mean the excise tax imposed by Section&nbsp;4999 of the
Code, together with any interest or penalties imposed with respect to such
excise tax.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;A &#147;Payment&#148; shall mean any payment or distribution in the nature of
compensation (within the meaning of Section&nbsp;280G(b)(2) of the Code) to or for
the benefit of the Executive, whether paid or payable pursuant to this
Agreement or otherwise.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;9. Covenants of Executive.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<B>Confidential Information. </B>The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or the Affiliated Companies, and
their respective businesses, which information, knowledge or data shall have
been obtained by the Executive during the Executive&#146;s employment by the Company
or the Affiliated Companies and which information, knowledge or data shall not
be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement). After
termination of the Executive&#146;s employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those persons designated
by the Company. In no event shall an asserted violation of the provisions of
this Section&nbsp;9 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<B>Non-Competition. </B>In consideration for the protections provided to the
Executive under this Agreement, the Executive agrees that from the Date of
Termination until the first anniversary thereof (the &#147;Covenant Period&#148;), the
Executive will not, directly or indirectly, own, manage, operate, control or
participate in the ownership, management, operation or control of, or be
connected as an officer, employee, partner, director or otherwise with, or
(other than through the ownership of not more than five percent (5%) of the
voting stock of any publicly held corporation) have any financial interest in,
or aid or assist anyone else in the conduct of, a business which at the time of
such termination competes in the United States with a business conducted by the
Company or any group, division or subsidiary of the Company (&#147;Company Group&#148;)
as of the Date of Termination. Notwithstanding the foregoing, the Executive&#146;s
employment by a business that competes with the business of the Company, or the
retention of the Executive as a consultant by any such business shall not
violate this Section 9(b) if the Executive&#146;s duties and actions for the
business are solely for groups, divisions or subsidiaries that are not engaged
in a business that competes with a business conducted by the Company. No
business shall be deemed to be a business conducted by the Company unless the
Company was engaged in the business as of the Date of Termination and continues
to be engaged in the business and at least twenty-five percent (25%) of the
Company&#146;s consolidated gross sales and operating revenues, or net income, is
derived from, or at least twenty-five percent (25%) of the Company&#146;s
consolidated assets are devoted to, such business and no business shall be
deemed to compete with a business conducted by the Company unless at least
twenty-five percent (25%) of the consolidated gross sales and operating
revenues, or net income, of any consolidated group that includes the business,
is derived from, or at least twenty-five percent (25%) of the consolidated
assets of any such consolidated group are devoted to, such business.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<B>Non-Solicitation. </B>During the Covenant Period, the Executive shall not
solicit on the Executive&#146;s behalf or on behalf of any other person the
services, as employee, consultant or otherwise of any person who on the Date of
Termination is employed by the Company Group, whether or not such person would
commit any breach of his contract of service


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<P align="left" style="font-size: 10pt">in leaving such employment, except for any employee (i)&nbsp;whose employment
is terminated by the Company or any successor thereof prior to such
solicitation of such employee, (ii)&nbsp;who initiates discussions regarding such
employment without any solicitation by the Executive, (iii)&nbsp;who responds to any
public advertisement unless such advertisement is designed to target, or has
the effect of targeting, employees of the Company, or (iv)&nbsp;who is initially
solicited for a position other than by the Executive and without any suggestion
or advice from the Executive. Nothing herein shall restrict businesses that
employ the Executive or retain the Executive as an executive from soliciting
from time to time employees of the Company, if (A)&nbsp;such solicitation occurs in
the ordinary course of filling the business&#146;s employment needs, and (B)&nbsp;the
solicitation is made by persons at the business other than the Executive who
have not become aware of the availability of any specific employees as a result
of the advice of the Executive


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<B>Continuation of Employment. </B>The Executive agrees not to voluntarily
terminate employment with the Company (other than as a result of an event that
would constitute Good Reason that is at the request of a third party that has
taken steps reasonably calculated to effectuate a Change of Control or
otherwise arose in connection with or in anticipation of a Change of Control)
from such time as the Company has entered into an agreement that would result
in a Change of Control until the Change of Control; <I>provided</I>, that such
provision shall cease to apply upon the termination of such agreement or if the
Change of Control has not occurred within one year following the execution of
such agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;10. Arbitration. </B>Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator&#146;s award in any court having
jurisdiction; <I>provided, however</I>, that the Executive shall be entitled to seek
specific performance of the Executive&#146;s right to be paid any amounts or
provided with any benefits due to the Executive hereunder during the pendency
of any dispute or controversy arising under or in connection with this
Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;11. Rabbi Trust. </B>Immediately prior to a Change of Control, the
Company shall deposit in a trust designed in accordance with Revenue Procedure
92-64 or any successor thereto having a trustee independent of the Company and
any successor thereto an amount equal to the total amount necessary to make the
payments to the Executive or the Executive&#146;s estate as contemplated by Sections
5 and 8. The Executive shall be entitled to receive funds held in such trust
from the trustee upon the Executive&#146;s delivery to the trustee of a written
certification by the Executive that a termination of the Executive&#146;s employment
has occurred and that, as a result, the Executive is entitled to payment under
Section&nbsp;5 or 8 hereof. Any funds which the Executive so receives shall be
credited against the amount owed by the Company to the Executive pursuant to
this Agreement. The Company shall pay any and all expenses of establishing and
maintaining the trust.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;12. Successors. </B>(a)&nbsp;This Agreement is personal to the Executive,
and, without the prior written consent of the Company, shall not be assignable
by the Executive other than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive&#146;s legal representatives.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns. Except as provided in Section&nbsp;12(c),
without the prior written consent of the Executive this Agreement shall not be
assignable by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
&#147;Company&#148; means the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid that assumes and agrees to perform this
Agreement by operation of law or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Section&nbsp;13. Miscellaneous. </B>(a)&nbsp;This Agreement shall be governed by and
construed in accordance with the laws of the State of Pennsylvania, without
reference to principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified other than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if to the Executive:

<DIV align="center">
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
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    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade width="20%"><br>
<HR size="1" noshade width="20%"><br>
<HR size="1" noshade width="20%"></TD>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if to the Company:


<P align="left" style="font-size: 10pt; margin-left: 10%">Mylan Laboratories Inc.<br>
1500 Corporate Drive<br>
Suite&nbsp;400<br>
Canonsburg, PA 15317<br>
Attention: Chief Legal Officer

<P align="left" style="font-size: 10pt">or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Company may withhold from any amounts payable under this Agreement
such United States federal, state or local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.


<P align="center" style="font-size: 10pt">15
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Executive&#146;s or the Company&#146;s failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
under Sections&nbsp;4(c), shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is &#147;at will&#148;
and, subject to Section&nbsp;1(a), prior to the Effective Date, the Executive&#146;s
employment may be terminated by either the Executive or the Company at any time
prior to the Effective Date, in which case the Executive shall have no further
rights under this Agreement. From and after the date of the Effective Date,
except for any agreements providing for retirement benefits and as otherwise
specifically provided herein, this Agreement shall supersede any other
agreement between the parties with respect to the subject matter hereof,
including, without limitation, any employment agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the Executive has hereunto set the Executive&#146;s hand
and, pursuant to the authorization from the Board, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first above written.

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&nbsp;<BR>
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</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

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    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
&nbsp;&nbsp;&nbsp;&nbsp;/s/  Robert J. Coury<BR>
<HR size="1" noshade>
MYLAN LABORATORIES INC.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

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<P align="center" style="font-size: 10pt">16
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