MYLAN INC. (Form: 8-K, Received: 10/28/2011 17:06:23)

FOR IMMEDIATE RELEASE

Nina Devlin (Media)

Kris King (Investors)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2011 (October 24, 2011)

MYLAN INC.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania

1-9114

25-1211621

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1500 Corporate Drive

Canonsburg, PA

15317

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (724) 514-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Management Transition

On October 24, 2011, the board of directors (the “Board”) of Mylan Inc. (the “Company”) announced that it approved the transition of Chairman and Chief Executive Officer Robert J. Coury into the newly-created role of Executive Chairman of the Board, effective as of January 1, 2012. As part of the overall management transition, effective as of January 1, 2012, President Heather Bresch will become Chief Executive Officer, reporting directly to the Board; Chief Operating Officer Rajiv Malik will be promoted to the role of President; Harry Korman, currently President, North America, will be promoted to Chief Operating Officer; and Anthony Mauro will be promoted to President, North America and also will retain his current role as President of Mylan Pharmaceuticals Inc.

In connection with these management changes, the Company has entered into amended employment agreements with each of Ms. Bresch and Messrs. Coury, Malik, Korman and Mauro, and an amendment to Mr. Coury’s retirement benefit agreement. These agreements and amendment are summarized below.

Mr. Mauro, age 38, joined the Company in 1996 as a Sales and Pricing Coordinator. Over the next 14 years, he assumed roles of increasing responsibility in the areas of sales, strategic development, and operations for Mylan Pharmaceuticals Inc., Mylan Institutional Inc. (formerly UDL Laboratories, Inc.) and Mylan Canada, ULC. Mr. Mauro served as the Company’s Vice President of Sales from May 2006 until March 2008, and as Vice President, US Sales National Account Management from March 2008 through September 2008. In October 2008, Mr. Mauro worked in Canada as Chief Operating Officer of Genpharm ULC (now Mylan Canada, ULC) and as Vice President of North America Strategic Development. On January 1, 2010, he was promoted to President of Mylan Pharmaceuticals Inc.

Also in 2010, the US Generic Pharmaceutical Association (GPhA) elected Mr. Mauro as the vice chairman of its board of directors. GPhA represents manufacturers and distributors of finished generic pharmaceuticals; manufacturers and distributors of bulk active chemicals; and suppliers of other goods and services to the generic drug industry. Mr. Mauro holds a Bachelor’s Degree in Business Administration specializing in Finance, as well as a Master’s Degree in Business Administration, from West Virginia University. He is also a Director and Officer of the American Triumvirate Insurance Company (ATIC), and a board member for West Virginia University’s Graduate School of Business and Economics.

For biographies of Ms. Bresch and Messrs. Coury, Malik and Korman, please see the Company’s Proxy Statement for the Annual Meeting of Shareholders on Schedule 14A, filed with the Securities Exchange Commission on March 29, 2011.

Employment Agreement and Retirement Benefit Agreement with Mr. Coury

On October 24, 2011, the Company and Robert J. Coury entered into a Second Amended and Restated Executive Employment Agreement, to be effective as of January 1, 2012 (the “New Agreement”), which revises the terms of Mr. Coury’s employment in connection with his anticipated transition to Executive Chairman as of January 1, 2012. The New Agreement has a term of three (3) years unless earlier terminated or extended in accordance with its terms. As Executive Chairman, Mr. Coury’s duties consist of: overall leadership and strategic direction of the Company, guidance to the new Chief Executive Officer and senior management of the Company, coordination of activities of the Board, oversight and key involvement in talent management, communication with shareholders and other important constituencies, transition of responsibilities to the new Chief Executive Officer, strategic business development, and mergers and acquisitions.

Mr. Coury’s compensation as Executive Chairman will consist of an annual base salary of $1,350,000 (reduced from $1,800,000) and a target bonus equal to 125% of base salary. Mr. Coury will continue to be eligible to participate in the company’s long-term and equity incentive plans at the discretion of the Company’s Compensation Committee, and his benefits and perquisites will generally remain the same as those currently

provided, except that the parties have agreed that no further tax gross-ups will be provided with respect to Mr. Coury’s transportation usage.

The New Agreement requires that Mr. Coury refrain from competing world-wide, as well as refrain from soliciting Company customers and employees, in each case, for two (2) years following any termination of employment. In the event that Mr. Coury’s employment terminates for any reason (other than a voluntary resignation without “good reason” as defined in the New Agreement, occurring prior to July 1, 2012), he will be entitled to a payment equal to three (3) times his “annual cash compensation” (defined as the sum of Mr. Coury’s base salary as in effect on December 31, 2011, plus the higher of (i) the average annual bonus awarded to Mr. Coury with respect to 2009, 2010 and 2011 or (ii) Mr. Coury’s 2011 target bonus), and a pro-rated annual bonus for the year of termination based on actual performance, which would be reduced by Company-provided death benefits in the event of the termination of Mr. Coury’s employment due to death. Mr. Coury will also be provided with continued health and other benefits and aircraft usage for three (3) years following any such termination of employment, and will be eligible to participate in the Company’s Supplemental Health Insurance Plan. These payments and benefits would not be provided to Mr. Coury if, before July 1, 2012, the Company successfully asserts that Mr. Coury committed an act of “cause” (as defined under his current employment agreement) before January 1, 2012. In addition, if Mr. Coury’s employment is terminated without “cause” or for “good reason” (each as defined under his current employment agreement), all pre-2012 equity-based awards held by Mr. Coury and outstanding at the time of such termination of employment will fully vest.

Pursuant to the New Agreement, Mr. Coury waives his right to cash severance payments and benefits continuation under the Transition and Succession Agreement (the “T&S Agreement”) dated December 2, 2004 between the Company and Mr. Coury, as amended.

The Company and Mr. Coury originally entered into a Retirement Benefit Agreement as of December 31, 2004, which agreement had been amended from time to time (the “RBA Agreement”). On October 24, 2011, the Company and Mr. Coury entered into an amendment of his RBA Agreement (the “RBA Amendment”), to be effective as of January 1, 2012. In order to ensure that Mr. Coury’s retirement benefits will not be adversely affected by his reduced cash compensation during his period of service as Executive Chairman, the RBA Amendment provides that Mr. Coury’s retirement benefit attributable to his service through 2011 will be equal to the benefit accrued by Mr. Coury on December 31, 2011. This retirement benefit will be payable upon any termination of employment after December 31, 2011; provided that Mr. Coury will not be provided these benefits if the Company successfully asserts before July 1, 2012 that Mr. Coury committed an act of “cause” (as defined under his current employment agreement) before January 1, 2012.

As an incentive for Mr. Coury to continue employment as Executive Chairman and to assist in transitioning his Chief Executive Officer position and duties, the RBA Amendment provides that Mr. Coury will be eligible to receive a supplemental retirement benefit, vesting in two equal installments on each of January 1, 2013 and January 1, 2014, subject to his continued employment through the applicable date. The supplemental retirement benefit will be equal to the net present value of an annual retirement benefit equal to twenty percent (20%) of the sum of his annual base salary as of December 31, 2011 and the average of the three highest annual cash bonuses paid to Mr. Coury with respect to the five years preceding January 1, 2012, payable for a period of fifteen (15) years. If prior to January 1, 2014, (A) there occurs a change in control (as defined in the RBA Agreement) and Mr. Coury is employed by the Company immediately prior to such change in control, or (B) Mr. Coury’s employment terminates for any reason other than “cause” or resignation without “good reason” (each as defined in the New Agreement), the supplemental retirement benefit will fully vest. If Mr. Coury’s employment is terminated for cause, the supplemental retirement benefit will be forfeited.

The summary of the New Agreement and the RBA Amendment contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the New Agreement and the RBA Amendment, which are filed as Exhibits 10.1 and 10.6, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

Employment Agreement with Ms. Bresch

On October 24, 2011, the Company entered into an Amended and Restated Executive Employment Agreement with Heather Bresch (the “Bresch Agreement”), to be effective as of January 1, 2012 (the “Effective Date”), to reflect her promotion to Chief Executive Officer as of the Effective Date. The Bresch Agreement expires on December 31, 2014, unless earlier terminated or extended in accordance with its terms. Pursuant to the Bresch Agreement, Ms. Bresch will receive an annual base salary of $1,000,000 and be eligible for an annual bonus award with a target bonus opportunity of 125% of base salary. On December 30, 2011, Ms. Bresch will be granted a number of restricted stock units (“RSUs”) with a grant date value equal to two-and-a-half (2.5) times Ms. Bresch’s base salary, or $2,500,000. The RSUs will vest in full on December 31, 2014 subject to Ms. Bresch’s continued employment through such date.

The Bresch Agreement requires that Ms. Bresch refrain from competing world-wide, as well as refrain from soliciting Company customers and employees, in each case, for one (1) year following any termination of employment. In the event that Ms. Bresch’s employment is terminated without “cause” or for “good reason” (each as defined in the Bresch Agreement), she would be entitled to a severance payment equal to two (2) times base salary, a pro-rata bonus based on actual performance, two (2) years of continued health benefits, and, if such termination occurs on or after January 1, 2013, vesting of a pro-rated portion of the December 30, 2011 RSU grant based on the number of days elapsed through the date of termination.

In the event of termination of employment for death or disability, Ms. Bresch would receive payments and benefits as if her employment had been terminated without cause, as described above, provided that such payments and benefits will be reduced by any death or disability benefits payable to her under Company plans or arrangements. If by December 31, 2014, the Company has not offered to renew the Bresch Agreement on substantially similar terms and conditions, Ms. Bresch’s employment will terminate as of that date and she will be entitled to the same payments and benefits as if her employment had been terminated without cause. If the Company makes such an offer and Ms. Bresch rejects the offer, she will be entitled to receive severance equal to one (1) times base salary and one (1) year of continued health benefits.

The description of the Bresch Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Bresch Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Employment Agreement with Mr. Malik

On October 24, 2011, the Company entered into an Amended and Restated Executive Employment Agreement with Rajiv Malik (the “Malik Agreement”) to reflect his promotion to President as of the Effective Date. The Malik Agreement expires on December 31, 2014 unless earlier terminated or extended in accordance with its terms, and provides that Mr. Malik will receive an annual base salary of $800,000 and a target bonus opportunity of 100% of base salary. On December 30, 2011, Mr. Malik will be granted a number of RSUs with a grant date value equal to two (2) times Mr. Malik’s base salary, or $1,600,000. The RSUs will vest in full on December 31, 2014, subject to Mr. Malik’s continued employment on such date.

The Malik Agreement contains the same restrictive covenants as the Bresch agreement, described above. In the event that Mr. Malik’s employment is terminated without “cause” or for “good reason” (each as defined in the Malik Agreement), he would be entitled to a severance payment equal to one-and-a-half (1.5) times base salary, a pro-rata bonus based on actual performance, eighteen (18) months of continued health benefits, and, if such termination occurs on or after January 1, 2013, vesting of a pro-rated portion of the December 30, 2011 RSU grant based on the number of days elapsed through the date of termination.

In the event of termination of employment for death or disability, Mr. Malik would receive payments and benefits as if his employment had been terminated without cause, as described above, provided that such payments and benefits will be reduced by any death or disability benefits payable to him under Company plans or arrangements. If by December 31, 2014, the Company has not offered to renew the Malik Agreement on substantially similar terms and conditions, Mr. Malik’s employment will terminate as of that date and he will be entitled to the same payments and benefits as if his employment had been terminated without cause. If the Company makes such an offer and Mr. Malik rejects the offer, he will be entitled to receive severance equal to one (1) times base salary and one (1) year of continued health benefits.

To the extent Mr. Malik’s relocation to the U.S. causes him to incur tax liabilities in excess of what he would have incurred had he remained in his home country of India, the Company has agreed to make payments as may be necessary to equalize Mr. Malik’s tax position.

The description of the Malik Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Malik Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Employment Agreement with Mr. Korman

On October 24, 2011, the Company entered into an Amended and Restated Executive Employment Agreement with Harry Korman (the “Korman Agreement”) to reflect his promotion to Chief Operating Officer as of the Effective Date. The Korman Agreement contains substantially identical terms as the Malik Agreement, except for the following:

•

Mr. Korman will receive an annual base salary of $575,000 and a target bonus opportunity of 100% of base salary.

•

The grant date value of Mr. Korman’s December 30, 2011 RSUs will equal one (1) times his base salary, or $575,000.

•

In the event of termination without cause or for good reason, Mr. Korman would be entitled to a severance payment equal to one (1) times base salary, a pro-rata bonus based on actual performance, and one (1) year of continued health benefits, and, if such termination occurs on or after January 1, 2013, vesting of a pro-rated portion of the December 30, 2011 RSU grant based on the number of days elapsed through the date of termination.

•

If by December 31, 2014, the Company has not offered to renew the Korman Agreement on substantially similar terms and conditions, Mr. Korman’s employment will terminate as of that date and he will be entitled to the same payments and benefits as if his employment had been terminated without cause. The Korman Agreement does not provide for any severance payments or benefits if the Company makes such an offer and Mr. Korman rejects it.

•

Mr. Malik’s relocation tax equalization provisions are inapplicable to Mr. Korman.

The description of the Korman Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Korman Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Employment Agreement with Mr. Mauro

On October 24, 2011, the Company entered into an Amended and Restated Executive Employment Agreement with Anthony Mauro (the “Mauro Agreement”) to reflect his promotion to President, North America as of the Effective Date. The Mauro Agreement contains substantially identical terms as the Korman Agreement, except for the following:

•

Mr. Mauro will receive an annual base salary of $460,000 and a target bonus opportunity of 75% of base salary.

•

The grant date value of Mr. Mauro’s December 30, 2011 RSUs will equal one (1) times his base salary, or $460,000.

•

In the event of termination without cause, Mr. Mauro would be entitled to a severance payment equal to one (1) times base salary, a pro-rata bonus based on actual performance, and one (1) year of continued health benefits, and, if such termination occurs on or after January 1, 2013, vesting of a pro-rated portion of the December 30, 2011 RSU grant based on the number of days elapsed through the date of termination. Mr. Mauro is not entitled to compensation or benefits on a termination for good reason.

•

Mr. Mauro’s non-compete restrictions are limited to North America.

The description of the Mauro Agreement contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by, and should be read in conjunction with, the complete text of the Mauro Agreement, which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01

Other Events

On October 26, 2011, the Company issued a press release announcing the management transition changes described above under Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)	Exhibits .

The following exhibits are filed herewith:


10.1		Second Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Robert J. Coury.

10.2		Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Heather Bresch.

10.3		Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Rajiv Malik.

10.4		Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Harry Korman.

10.5		Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Anthony Mauro.

10.6		Amendment No. 5 to Retirement Benefit Agreement, effective as of January 1, 2012, by and between Mylan Inc. and Robert J. Coury.

99.1		Press Release, dated October 26, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MYLAN INC.

Date: October 28, 2011	By:	/s/ John D. Sheehan
		John D. Sheehan
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

10.1		Second Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Robert J. Coury.

10.2		Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Heather Bresch.

10.3		Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Rajiv Malik.

10.4		Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Harry Korman.

10.5		Amended and Restated Executive Employment Agreement, dated October 24, 2011 and effective January 1, 2012, by and between Mylan Inc. and Anthony Mauro.

10.6		Amendment No. 5 to Retirement Benefit Agreement, effective as of January 1, 2012, by and between Mylan Inc. and Robert J. Coury.

99.1		Press Release, dated October 26, 2011.

Exhibit 10.1

SECOND AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This Second Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into on October 24, 2011, to be effective as of January 1, 2012 (the “Effective Date”), by and between Mylan Inc. (the “Company”) and Robert J. Coury (the “Executive”).

RECITALS:

WHEREAS, the Company and the Executive are parties to a certain Amended and Restated Executive Employment Agreement dated as of April 3, 2006, as amended December 22, 2008, governing the terms of Executive’s employment with the Company as Chief Executive Officer (together, the “Prior Agreement”); and

WHEREAS, the Executive will be transitioning to the role of Executive Chairman effective as of the Effective Date, and accordingly the parties wish to set forth the terms of his transition and to amend and restate the Prior Agreement effective as of the Effective Date.

NOW, THEREFORE, in consideration of the promises and mutual obligations of the parties contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:

1. Employment of Executive; Position and Duties . The Executive shall continue to serve as a member of the Board of Directors (the “Board”) of the Company, and as of the Effective Date, the Executive shall be employed by the Company as Executive Chairman of the Company. In the role of Executive Chairman, the Executive shall have such duties, roles, and responsibilities consistent with such position as are described on Schedule A hereto or as are otherwise agreed upon from time to time by the Executive and the Board. The Executive shall report directly to the Board. Unless the Executive determines otherwise, the Executive’s principal office shall be in the Pittsburgh metropolitan area.

2. Effective Date; Term of Employment . This Agreement shall commence and be effective (and, except as provided herein, the Prior Agreement shall cease to be effective) as of the Effective Date, and shall terminate at the close of business on the third anniversary of the Effective Date, unless sooner terminated in accordance with the terms of this Agreement or extended by mutual agreement of the parties (the period during which this Agreement is effective being referred to as the “Term of Employment”). If for any reason the Executive is not employed by the Company on the Effective Date, this Agreement shall be null and void and of no force and effect, and the rights and obligations of the parties in connection with the Executive ceasing to be so employed shall be governed by the terms of the Prior Agreement.

3. Executive’s Compensation . During the Term of Employment, the Executive’s “Compensation” shall include the following:

(a) Annual Base Salary . The Executive’s annual base salary as of the Effective Date shall be equal to $1,350,000, payable in accordance with the Company’s normal payroll practices for its executive officers. The Executive’s base salary may be increased from time to time at the discretion of the Board (or any committee thereof having authority over executive compensation (the “Committee”)) and once increased may not be decreased except for across the board reductions applied to all senior executives of the Company (provided, however, that (i) the Executive’s base salary will not be reduced below $1,350,000 and (ii) any reduction in the Executive’s base salary will not be disproportionately greater than the reduction to the base salaries of the other senior executives). The base salary as in effect from time to time shall be referred to as the “Base Salary.”

(b) Annual Bonus . The Executive shall be eligible to participate in the Company’s annual executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an annual award in respect of each fiscal year of the Company ending during the Term of Employment in accordance with the terms and conditions of such plan, with a minimum target equal to 125% of the highest Base Salary during such year. In no event will the Company exercise negative discretion to reduce the Executive’s bonus below the amount payable based on the achievement of the pre-determined performance metrics unless such negative discretion is applied to all senior executives of the Company and the negative discretion is not disproportionately greater as applied to the Executive. Such bonus shall be paid no later than March 15 ^th of the year following the year in which the annual award is no longer subject to a substantial risk of forfeiture, which, unless otherwise agreed to by the parties, shall be the last day of the applicable performance year (subject to confirmation that the applicable performance goals have been achieved as of such date).

(c) Fringe Benefits and Expense Reimbursement . The Executive shall continue to receive such benefits and perquisites of employment as were provided to the Executive immediately prior to the Effective Date. Because of heightened security concerns, the Executive shall continue to be entitled to personal usage of the Company’s aircraft for the Executive and the Executive’s family for vacations and other personal purposes; provided, however, that the Company shall no longer provide the Executive with any “tax gross up” with respect to the Executive’s use of an automobile or the Executive’s or his family’s personal use of the Company’s aircraft on or after the Effective Date. The Company shall reimburse the Executive for all ordinary and necessary business expenses in accordance with established Company policy and procedures.

(d) Long-Term Compensation . During the Term of Employment, the Executive shall be eligible to participate in long term incentive and equity plans of the Company as in effect from time to time, on a basis and at the sole discretion of the Committee.

4. Confidentiality . The Executive recognizes and acknowledges that the business interests of the Company and its subsidiaries, parents and affiliates (collectively the “Affiliated Companies”) require a confidential relationship between the Company and the Executive and the fullest protection and confidential treatment of the financial data, customer information, supplier information, market information, marketing and/or promotional techniques and methods, pricing information, purchase information, sales policies, employee lists, policy and procedure

information, records, advertising information, computer records, trade secrets, know-how, plans and programs, sources of supply, and other knowledge of the business of the Affiliated Companies (all of which are hereinafter jointly termed “Confidential Information”) which have or may in whole or in part be conceived, learned or obtained by the Executive in the course of the Executive’s employment with the Company. Accordingly, the Executive agrees to keep secret and treat as confidential all Confidential Information whether or not copyrightable or patentable, and agrees not to knowingly use or aid others in learning of or using any Confidential Information except in the ordinary course of business and in furtherance of the Company’s interests. During the Term of Employment and at all times thereafter, except insofar as the Executive believes in good faith that disclosure is consistent with the Company’s business interests:

(a) The Executive will not knowingly disclose any Confidential Information to anyone outside the Affiliated Companies;

(b) The Executive will not make copies of or otherwise knowingly disclose the contents of documents containing or constituting Confidential Information;

(c) As to documents which are delivered to the Executive or which are made available to him as a necessary part of the working relationships and duties of the Executive within the business of the Company, the Executive will treat such documents confidentially and will treat such documents as proprietary and confidential, not to be knowingly reproduced, disclosed or used without appropriate authority of the Company;

(d) The Executive will not knowingly advise others that the information and/or know-how included in Confidential Information is known to or used by the Company; and

(e) The Executive will not in any manner knowingly disclose or use Confidential Information for the Executive’s own account and will not knowingly aid, assist or abet others in the use of Confidential Information for their account or benefit, or for the account or benefit of any person or entity other than the Company.

The obligations set forth in this paragraph are in addition to any other agreements the Executive may have with the Company and any and all rights the Company may have under state or federal statutes or common law.

5. Non-Competition and Non-Solicitation . The Executive agrees that during the Term of Employment and for a period ending two (2) years after the Executive ceases to be employed by the Affiliated Companies (a “Termination of Employment”) for any reason:

(a) The Executive shall not whether for himself or for any other person, company, corporation or other entity be or become associated in any way (including but not limited to the association set forth in (i)-(vii) of this subsection) with any business or organization which is directly or indirectly engaged in the research, development, manufacture, production, marketing, promotion or sale of any product the same as or similar to those of the Affiliated Companies, or which competes or has announced an intention to compete in any line of business with the

Affiliated Companies. Notwithstanding the foregoing, the Executive may during the period in which this paragraph is in effect own stock or other interests in corporations or other entities that engage in businesses the same or substantially similar to those engaged in by the Affiliated Companies, provided that the Executive does not, directly or indirectly (including without limitation as the result of ownership or control of another corporation or other entity), individually or as part of a group (as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) (i) control or have the ability to control the corporation or other entity, (ii) provide to the corporation or entity, whether as an Executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or proprietary information regarding the Affiliated Companies or its businesses or regarding the conduct of businesses similar to those of the Affiliated Companies, (iv) hold or have the right by contract or arrangement or understanding with other parties to hold a position on the board of directors or other governing body of the corporation or entity or have the right by contract or arrangement or understanding with other parties to elect one or more persons to any such position, (v) hold a position as an officer of the corporation or entity, (vi) have the purpose to change or influence the control of the corporation or entity (other than solely by the voting of his shares or ownership interest) or (vii) have a business or other relationship, by contract or otherwise, with the corporation or entity other than as a passive investor in it; provided, however, that the Executive may vote his shares or ownership interest in such manner as he chooses provided that such action does not otherwise violate the prohibitions set forth in this sentence.

(b) The Executive will not either for himself or for any other person, partnership, firm, company, corporation or other entity, contact, solicit, divert, or take away any of the customers or suppliers of the Affiliated Companies.

(c) The Executive will not solicit, entice or otherwise induce any employee of the Affiliated Companies to leave the employ of the Affiliated Companies for any reason whatsoever; nor will the Executive knowingly aid, assist or abet any other person or entity in soliciting or hiring any employee of the Affiliated Companies, nor will the Executive otherwise interfere with any contractual or other business relationships between the Affiliated Companies and its employees.

6. Severability . Should a court of competent jurisdiction determine that any section or sub-section of this Agreement is unenforceable because one or all of them are vague or overly broad, the parties agree that this Agreement may and shall be enforced to the maximum extent permitted by law. It is the intent of the parties that each section and sub-section of this Agreement be a separate and distinct promise and that unenforceability of any one subsection shall have no effect on the enforceability of another.

7. Injunctive Relief . The parties agree that in the event of the Executive’s material violation of sections 4 and/or 5 of this Agreement or any subsection thereunder, that the damage to the Company will be irreparable and that money damages will be difficult or impossible to ascertain. Accordingly, in addition to whatever other remedies the Company may have at law or in equity, the Executive recognizes and agrees that the Company shall be entitled to a temporary

restraining order and a temporary and permanent injunction enjoining and prohibiting any acts not permissible pursuant to this Agreement.

8. Termination of Employment .

(a) Resignation . The Executive may resign from employment, whether or not the Executive resigns from the Board of Directors in connection with such resignation, without Good Reason (as defined below) at any time upon ten (10) days written notice to the Company. During the thirty (30)-day period following the date on which the Executive gives notice, the Executive will make himself available to continue to perform the duties specified in Schedule A and will use his reasonable best efforts to effect a smooth and effective transition to the person (if any) who will replace the Executive. The Company reserves the right to accelerate the effective date of the Executive’s resignation. If the Executive resigns without Good Reason (whether during or after the Term of Employment or before or after a Change in Control (as defined in the T&S Agreement (as defined below))), then the Executive shall be provided with wages and benefits through the effective date of the Executive’s resignation and any vested benefits payable to the Executive under plans and agreements of the Company or any predecessor to the Company and any amounts payable to Executive under any agreement between the Executive and any of the Affiliated Companies, including but not limited to the Retirement Benefit Agreement entered into by and between the Executive and the Company, as amended from time to time (collectively the “Accrued Benefits”). In addition, if the Executive resigns without Good Reason on or after July 1, 2012 (whether during or after the Term of Employment), the Executive shall be provided with the other payments and benefits described in Sections 8(c)(i) and 8(c)(ii) below, which shall be provided in accordance with the terms of such Sections.

The Executive will continue to be bound by all provisions of this Agreement that survive the Executive’s Termination of Employment.

(b) Termination for Cause . The Company may terminate the Executive’s employment for Cause, upon which the Executive shall immediately resign from the Board of Directors. For purposes of this Agreement, “Cause” shall mean: (1) the Executive’s willful and continued gross neglect of duties (other than resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a Notice of Termination for Good Reason (as defined herein)), or (2) the willful engaging by the Executive in illegal conduct that is materially and demonstrably injurious to the Company or (3) the willful engaging by the Executive in gross misconduct that is materially and demonstrably injurious to the Company which, in the case of clauses (1) and (3), has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by the Board that specifically identifies the manner in which the Board believes that the Executive has grossly neglected his duties or has engaged in gross misconduct. No act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’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 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, Cause exists and specifying the particulars thereof in detail. In the event of a dispute concerning the existence of “Cause,” any claim by the Executive that “Cause” does not exist shall be presumed correct unless the Company establishes by clear and convincing evidence that Cause exists. If the Executive is terminated for Cause (whether during or after the Term of Employment or before or after a Change in Control (as defined in the T&S Agreement)), then the Executive shall be provided with the Accrued Benefits and the other payments and benefits described in Sections 8(c)(i) and 8(c)(ii) below, which shall be provided in accordance with the terms of such Sections; provided, however, that the Executive shall not be eligible for payments and benefits described in Sections 8(c)(i) and 8(c)(ii) below (other than the Accrued Benefits) if, and only if, (i) prior to July 1, 2012, the Company notifies the Executive in writing that the Executive committed an act of Cause prior to January 1, 2012 and (ii) the Executive fails to dispute such claim within 30 days following receipt of the Company’s notice or, if Executive does dispute the claim, the Company prevails on such claim. In the event the Executive had previously received the payments and benefits described in Sections 8(c)(i) and 8(c)(ii) below (other than the Accrued Benefits) and, pursuant to the preceding sentence, Executive is not eligible for the payments and benefits described in Sections 8(c)(i) and 8(c)(ii) below (other than the Accrued Benefits), then Executive shall be required to return the after-tax portion of such payments and the benefits shall cease. For purposes of this Section 8(b), the after-tax portion shall be the amount of such payments multiplied by 100% minus the Executive’s combined marginal federal, state and local tax rate for the year of payment. The Executive will continue to be bound by all provisions of this Agreement that survive the Executive’s Termination of Employment.

(c) Termination of Employment With Good Reason or Without Cause . If the Executive experiences a Termination of Employment with Good Reason or the Executive experiences a Termination of Employment by the Company without Cause (in either case, during or after the Term of Employment or before or after a Change in Control (as defined in the T&S Agreement)), whether or not the Executive resigns from the Board of Directors in connection with such termination, then:

(i) the Executive shall be paid (a) the Accrued Benefits, (b) an amount (the “Severance Amount”) equal to three (3) times the Executive’s “Annual Cash Compensation,” as hereafter defined, and (c) a prorated annual bonus for the fiscal year in which the Executive’s Termination of Employment occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that the Executive would have earned under Section 3(b) based on actual performance for the relevant fiscal year had the Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which the Executive’s Termination of Employment occurs. The Severance Amount shall be paid in a lump sum within ten days after the date of the Executive’s Termination of Employment, and the Pro-Rata Bonus shall be paid at the time such annual bonus

would have been paid had the Executive remained employed through such payment date (provided, in each case, that if required by Section 409A of the Internal Revenue Code (the “Code”) to avoid the imposition of additional taxes, payment shall be delayed to the date that is six (6) months following the date on which the Executive’s Termination of Employment occurs). For purposes of this section 8(c)(i), the Executive’s “Annual Cash Compensation” shall mean the sum of (I) the Executive’s Base Salary as in effect immediately prior to the Effective Date, plus (II) the higher of (x) the average annual bonus awarded to the Executive with respect to the three fiscal years immediately preceding the Effective Date and (y) the Executive’s target bonus for the year prior to the year in which the Effective Date occurs;

(ii) for three years following Termination of Employment, the Company shall continue to provide benefits (other than the benefits specifically provided for in the second succeeding sentence) to the Executive and/or the Executive’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’s dependents and the tax treatment of participation in the plans, programs, practices and policies by the Executive and the Executive’s dependents) by or on behalf of the Company and/or any affiliate in accordance with the benefit plans, programs, practices and policies (including those provided under this Agreement) in effect immediately prior to the Executive’s Termination of Employment or, if more favorable to the Executive, as in effect any time thereafter with respect to the chief executive officer of the Company and his or her dependents; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, program, practice or policy, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, program, practice or policy during such applicable period of eligibility (the “Welfare Benefit Continuation Payments”). For the avoidance of doubt, following the Welfare Benefit Continuation Period, the Executive shall participate in the Supplemental Health Insurance Plan (or other successor or replacement plan provided to current or former executive officers of the Company) on the terms and conditions set forth in such plan, and shall make premium contributions on the same basis as other participants in such plan. The parties agree to cooperate such that the Welfare Benefit Continuation Payments and the benefits provided under the Supplemental Health Insurance Plan are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. For a period of three years after the Executive’s Termination of Employment, the Executive shall be entitled to access for the Executive to corporate aircraft comparable to that made available to the Executive immediately prior to the Executive’s Termination of Employment for his personal use for an aggregate of 70 hours per year (defined by wheels-up with the Executive and/or the Executive’s family on the aircraft), with each hour valued at $8,650 (such value to be increased by 8% per year (compounded) commencing in 2007), with such access in all other respects to be provided in accordance with Section 3(c) of the this Agreement and the Company’s practice immediately prior to the Executive’s Termination of Employment. As soon as practicable following the end of each anniversary of the date of the Executive’s Termination of Employment, the Company shall pay the Executive an amount equal to the excess, if any, of the value of the maximum aircraft benefits provided pursuant to the preceding sentence over the value of the actual benefits used by the Executive during the relevant twelve-month period, such value to be calculated consistent with the preceding sentence. Notwithstanding the foregoing, if the Company and the

Executive agree that it is required by Section 409A of the Code to avoid the imposition of additional taxes, the provision of any benefits pursuant to this subsection (ii) shall not begin until the date that is six (6) months following the date on which the Executive’s Termination of Employment occurs and the Company shall reimburse the Executive for reasonable costs incurred by the Executive to independently obtain such benefits during the six (6) months following the date on which such Termination of Employment occurs (with the cost of airplane use described above being deemed reasonable for this purpose). The benefits and allowances referred to in this subsection (ii) (including the Welfare Benefit Continuation Payments) are collectively referred to as the “Employee Benefit Continuation Payments;”

(iii) (a) all then outstanding equity-based awards held by the Executive that were granted prior to the Effective Date shall become fully vested, exercisable and free of restrictions, (b) all then outstanding equity-based awards held by the Executive that were granted on or following the Effective Date shall be treated in accordance with the terms of the awards, and (c) all then outstanding stock options previously granted to the Executive shall remain exercisable for the period of time prescribed under the terms of the applicable stock option grant; and

(iv) the Executive will continue to be bound by all provisions of this Agreement that survive Termination of Employment.

“Good Reason” shall mean: (1) the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position as Executive Chairman (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other diminution in such position (or removal from such position), authority, duties, responsibilities or conditions of employment (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity or becoming a subsidiary or a division of a publicly traded entity), in each case 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; (2) failure to nominate the Executive as a member of the Board, removal of the Executive from (or failure to re-elect the Executive to) the position of Executive Chairman of the Board, or the appointment of an individual other than the Executive to serve as Chairman of the Board; (3) any failure by the Company to comply with any of the provisions of Section 3 of this Agreement, 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; (4) the Company’s requiring the Executive to be based at any office or location other than as provided in Section 1 of this Agreement; (5) any failure by the Company to comply with and satisfy Section 16 of this Agreement; or (6) any other breach of this Agreement by the Company, excluding for this purpose an isolated, insubstantial and inadvertent breach that is not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive. Notwithstanding the foregoing, solely for purposes of equity awards held by the Executive and outstanding as of the date immediately prior to the Effective Date, the Good Reason definition under the Prior Agreement shall continue to apply to such awards.

The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. In

connection with any dispute regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes by clear and convincing evidence that Good Reason does not exist.

(d) Death . The employment of the Executive shall automatically terminate upon the Executive’s death. Upon such Termination of Employment as a result of death (whether during or after the Term of Employment or before or after a Change in Control (as defined in the T&S Agreement)), the Company shall pay or provide to the Executive’s estate or beneficiaries (i) the Accrued Benefits, (ii) a pro-rated target annual bonus (the “Pro Rata Target Bonus”) equal to (I) the target bonus for the year in which Termination of Employment occurs, multiplied by (II) a fraction, the numerator of which shall be the number of days elapsed in such fiscal year through and including the date on which the Executive’s Termination of Employment occurs, and the denominator of which shall be the number 365, (iii) the Severance Amount reduced (but not below zero) by any death benefits to which the Executive’s estate or beneficiaries are entitled pursuant to plans or arrangements of the Company (the “Modified Severance Amount”), and (iv) the Welfare Benefit Continuation Payments. Upon the Executive’s Termination of Employment as a result of the Executive’s death, the Pro Rata Target Bonus and the Modified Severance Amount shall be paid in a lump sum to the Executive’s estate or beneficiaries within ten (10) days after the Executive’s Termination of Employment.

(e) Disability. The Executive’s employment shall terminate automatically in the event of the Executive’s Disability. Upon such Termination of Employment as a result of Disability (whether during or after the Term of Employment or before or after a Change in Control (as defined in the T&S Agreement)), the Company shall pay or provide to the Executive (i) the Accrued Benefits, (ii) the Pro Rata Target Bonus, (iii) the Severance Amount and (iv) the Employee Benefit Continuation Payments. Upon the Executive’s Termination of Employment as a result of Disability, the Pro Rata Target Bonus shall be paid in a lump sum to the Executive within ten (10) days after the Executive’s Termination of Employment (or, if required by Section 409A of the Code to avoid the imposition of additional taxes, on the date that is six (6) months following the date on which the Executive’s Termination of Employment occurs). Upon the Executive’s Termination of Employment as a result of Disability, the Severance Amount shall be paid over a period of three (3) years following such Termination of Employment in accordance with regular payroll practices or, if required by Section 409A of the Code to avoid the imposition of additional taxes, the Company shall pay to the Executive a lump sum payment on the date that is six (6) months following the date on which the Executive’s Termination of Employment occurs equal to one-sixth (1/6th) of the Severance Amount and then, for a period of two and one-half years following such lump sum payment date, shall continue to pay to the Executive the remainder of the Severance Amount in accordance with regular payroll practices. “Disability” shall mean the Executive’s inability to perform his duties hereunder due to any medically determinable mental, physical or emotional impairment which can be expected to last for at least twelve (12) consecutive months.

(f) Return of Company Property . Upon the Executive’s Termination of Employment for any reason, the Executive shall immediately return to the Company all records, memoranda, files, notes, papers, correspondence, reports, documents, books, diskettes, hard drives, electronic files,

and all copies or abstracts thereof that the Executive has concerning the Company’s business. The Executive shall also immediately return all keys, identification cards or badges and other Company property.

(g) No Duty to Mitigate; Disputes . There shall be no requirement on the part of the Executive to seek other employment or otherwise mitigate damages in order to be entitled to the full amount of any payments and benefits to which the Executive is otherwise entitled under the contract, and the amount of such payments and benefits shall not be subject to any set off or reduced by any compensation or benefits received by the Executive from other employment. The Company’s obligation to make 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 the event of any dispute between the Executive and the Company regarding the Executive’s right to payment under this Section 8 or otherwise, except as set forth below, the Company agrees that, notwithstanding any such dispute, the Company will not for any reason withhold payment of any amounts that the Executive would have been entitled to receive under Section 8(a) of this Agreement or otherwise had his employment ended by reason of resignation thereunder; provided, however that the foregoing shall not apply (i) to the benefits described in Section 8(c)(i) and 8(c)(ii) hereof (other than the Accrued Benefits) if and only if the Company has alleged the existence of Cause prior to July 1, 2012 in accordance with the provisions of Section 8(b) and (ii) to amounts payable under the Retirement Benefit Agreement entered into between the Executive and the Company on December 31, 2004, as amended (the “RBA”), the payment of which shall be governed by the terms of the RBA.

(h) Cooperation . Upon the Executive’s Termination of Employment for any reason, the Company and the Executive shall mutually cooperate with each other in connection with the preparation of a press release or other public announcement relating to such Termination of Employment.

9. Indemnification . The Company shall maintain D&O liability coverage pursuant to which the Executive shall be a covered insured. The Executive shall receive indemnification in accordance with the Company’s Bylaws in effect as of the date of this Agreement. Such indemnification shall be contractual in nature and shall remain in effect notwithstanding any future change to the Company’s Bylaws.

To the extent not otherwise limited by the Company’s Bylaws in effect as of the date of this Agreement, in the event that the Executive is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, (including those brought by or in the right of the Company) whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that he is or was an officer, employee or agent of, or is or was serving the Company or any subsidiary of the Company, or is or was serving at the request of the Company or another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by law against all expenses,

liabilities and losses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Company expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by the Executive in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by the Executive while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding will be made only upon delivery to the Company of an undertaking, by or on behalf of the Executive, to repay all amounts to Company so advanced if it should be determined ultimately that the Executive is not entitled to be indemnified under this section or otherwise.

Promptly after receipt by the Executive of notice of the commencement of any action, suit or proceeding for which the Executive may be entitled to be indemnified, the Executive shall notify the Company in writing of the commencement thereof (but the failure to notify the Company shall not relieve it from any liability which it may have under this Section 9 unless and to the extent that it has been prejudiced in a material respect by such failure or from the forfeiture of substantial rights and defenses). If any such action, suit or proceeding is brought against the Executive and he notifies the Company of the commencement thereof, the Company will be entitled to participate therein, and, to the extent it may elect by written notice delivered to the Executive promptly after receiving the aforesaid notice from the Executive, to assume the defense thereof with counsel reasonably satisfactory to the Executive, which may be the same counsel as counsel to the Company. Notwithstanding the foregoing, the Executive shall have the right to employ his own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Executive unless (i) the employment of such counsel shall have been authorized in writing by the Company, (ii) the Company shall not have employed counsel reasonably satisfactory to the Executive to take charge of the defense of such action within a reasonable time after notice of commencement of the action or (iii) the Executive shall have reasonably concluded, after consultation with counsel to the Executive, that a conflict of interest exists which makes representation by counsel chosen by the Company not advisable (in which case the Company shall not have the right to direct the defense of such action on behalf of the Executive), in any of which events such fees and expenses of one additional counsel shall be borne by the Company.

Anything in this Section 9 to the contrary notwithstanding, the Company shall not be liable for any settlement of any claim or action effected without its written consent.

10. Legal Fees . Notwithstanding anything to the contrary in Section 9 of this Agreement, the Company shall reimburse the Executive for all costs (including but not limited to reasonable legal fees and expenses) incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement, or, to the extent attributable to the application of Section 4999 of the Internal Revenue Code to any payment or benefit provided hereunder, in connection with any tax audit or proceeding. Such reimbursements shall be made promptly upon delivery of the Executive’s written request for payment accompanied by appropriate evidence of the costs so incurred. In addition, the Company shall pay or reimburse

Executive for all reasonable legal, consulting and other fees and expenses incurred by Executive in connection with the preparation, negotiation and execution of this Agreement.

11. Other Agreements . The rights and obligations contained in this Agreement are in addition to and not in place of any rights or obligations contained in any other agreements between the Executive and the Company. Notwithstanding the foregoing, the Executive hereby irrevocably waives his rights to any payments or benefits to which he might otherwise become entitled pursuant to Sections 3(a) and 3(e) of the Transition and Succession Agreement dated as of December 2, 2004 between the Company and the Executive, as amended (the “T&S Agreement”), it being understood and agreed that the benefits provided in Section 8 shall be provided in accordance with their terms after the occurrence of a Change in Control as defined in the T&S Agreement .

12. Notices . All notices hereunder to the parties hereto shall be in writing sent by certified mail, return receipt requested, postage prepaid, and by fax (receipt confirmed), addressed to the respective parties at the following addresses:

COMPANY:

Mylan Inc.

1500 Corporate Drive

Canonsburg, PA 15317

Attention: Senior Vice President and Global General Counsel

Fax: 724-514-1871

EXECUTIVE:

The Executive’s most recent home address or fax number on file with the Company.

Either party may, by written notice complying with the requirements of this section, specify another or different person or address for the purpose of notification hereunder. All notices shall be deemed to have been given and received on the day a fax is sent or, if mailed only, on the third business day following such mailing.

13. Withholding . All payments required to be made by the Company hereunder to the Executive or his dependents, beneficiaries, or estate will be subject to the withholding of such amounts relating to tax and/or other payroll deductions as may be required by law.

14. Modification and Waiver . This Agreement may not be changed or terminated orally, nor shall any change, termination or attempted waiver of any of the provisions contained in this Agreement be binding unless in writing and signed by the party against whom the same is sought to be enforced, nor shall this section itself by waived verbally. This Agreement may be amended only by a written instrument duly executed by or on behalf of the parties hereto.

15. Construction of Agreement . This Agreement and all of its provisions were subject to negotiation and shall not be construed more strictly against one party than against another party regardless of which party drafted any particular provision.

16. Successors and Assigns . This Agreement and all of its provisions, rights and obligations shall be binding upon and inure to the benefit of the parties hereto and the Company’s successors and assigns. This Agreement may be assigned by the Company to any person, firm or corporation which shall become the owner of substantially all of the assets of the Company or which shall succeed to the business of the Company; provided, however, that in the event of any such assignment the Company shall obtain an instrument in writing from the assignee in which such assignee assumes the obligations of the Company hereunder and shall deliver an executed copy thereof to the Executive. No right or interest to or in any payments or benefits hereunder shall be assignable by the Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term “beneficiaries” as used in this Agreement shall mean a beneficiary or beneficiary or beneficiaries so designated to receive any such amount, or if no beneficiary has been so designated, the legal representative of the Executive’s estate. No right, benefit, or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or to execution, attachment, levy, or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void, and of no effect.

17. Choice of Law and Forum . This Agreement and the T&S Agreement shall be construed and enforced according to, and the rights and obligations of the parties shall be governed in all respects by, the laws of the State of New York. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and the T&S Agreement, and in respect of the transactions contemplated by this Agreement and by the T&S Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement or of the T&S Agreement, that it is not subject to this Agreement or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or the T&S Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court. The parties hereby consent to and grant any such court exclusive jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 12 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. The Executive and the Company (on its behalf and on behalf of its affiliates) each hereby waives any right to a trial by jury with respect to any dispute described in this Section 17; provided that the Executive does not waive any right to a trial by

jury with respect to any action in which he alleges a breach by the Company of its obligations under the last sentence of Section 8(g) hereof.

18. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way affect the interpretation of any of the terms or conditions of this Agreement.

19. Execution in Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. Survivorship . The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term of Employment (including, without limitation, those under Sections 4, 5, 6, 7 and 8 hereof) shall survive such expiration.

21. Conditions to Payment and Acceleration; Section 409A of the Code . The intent of the parties is that payments and benefits under this Agreement be exempt from or comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the Executive under this Agreement until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in this Agreement that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following the Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following the Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year; provided , however , that with respect to any reimbursements for any taxes which the Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which the Executive remits the related taxes.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above mentioned, to be effective as of the Effective Date.


MYLAN INC.

By		/s/ Rodney L. Piatt


Name:		Rodney L. Piatt


Title:		Chairman, Compensation Committee

/s/ Robert J. Coury
Robert J. Coury

Schedule A

Specified duties consist of:

•

Overall leadership and strategic direction of the Company;

•

Providing guidance to the CEO and senior management of the Company;

•

Coordination of activities of the Board;

•

Oversight and key involvement in talent management;

•

Communication with shareholders and other important constituencies;

•

Transition of responsibilities to CEO;

•

Strategic business development; and

•

Mergers and acquisitions.

Exhibit 10.2

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into on October 24, 2011, to be effective as of January 1, 2012 (the “Effective Date”) by and between Mylan Inc. (the “Company” or “Mylan”) and Heather Bresch (“Executive”).

RECITALS:

WHEREAS, the Company and Executive are parties to a certain Executive Employment Agreement dated as of January 31, 2007, as amended to date, governing the terms of Executive’s employment with the Company (the “Prior Agreement”); and

WHEREAS, Executive has been promoted to the position of Chief Executive Officer effective as of the Effective Date, and accordingly the parties wish to amend and restate the Prior Agreement effective as of the Effective Date.

1. Employment of Executive; Position and Duties . As of the Effective Date, Executive shall be employed by the Company as Chief Executive Officer, on the terms and conditions provided herein. In the role of Chief Executive Officer, Executive shall have the duties, roles and responsibilities traditionally assigned to the chief executive officer of a public company (except to the extent any such duties have been assigned to the Company’s Executive Chairman, if any) and shall report to the Board of Directors of the Company. Executive’s principal office shall be in the Pittsburgh metropolitan area, provided Executive shall travel in connection with her employment, commensurate with the activities of her position. Executive agrees to devote her full business time and attention to her duties.

2. Effective Date: Term of Employment . This Agreement shall commence and be effective (and, except as provided herein, the Prior Agreement shall cease to be effective) as of the Effective Date, and shall terminate at the close of business on December 31, 2014, unless sooner terminated in accordance with the terms of this Agreement or extended by mutual agreement of the parties (the period during which this Agreement is effective being referred to as the “Term of Employment”). If for any reason Executive is not employed by the Company on the Effective Date, this Agreement shall be null and void and of no force and effect, and the rights and obligations of the parties in connection with Executive ceasing to be so employed shall be governed by the terms of the Prior Agreement.

3. Executive’s Compensation . Executive’s compensation shall include the following:

(a) Annual Base Salary . Executive’s annual base salary shall be One Million Dollars ($1,000,000), payable in accordance with the Company’s normal payroll practices for its executive officers. The annual base salary may be increased from time to time at the discretion of the Compensation Committee of the Board of Directors of the Company or any other committee authorized by the Board of Directors. The annual base salary may not be decreased except where other executive officers of the Company are required to accept a similar reduction. The annual base salary as in effect from time to time shall be referred to as the “Annual Base Salary.”

(b) Annual Bonus . Executive shall be eligible to participate in the Company’s annual executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an annual award in respect of each fiscal year of the Company ending during the Term of Employment in accordance with the terms and conditions of such plan, with a target bonus opportunity equal to 125% of Annual Base Salary. Such bonus shall be paid no later than March 15 ^th of the year following the year in which the annual award is no longer subject to a substantial risk of forfeiture.

(c) RSUs . On December 30, 2011 (i.e., the last business day before the Effective Date), Executive shall be awarded restricted stock units (the “Initial RSUs”) under the Company’s 2003 Long-Term Incentive Plan (the “Plan”), which Initial RSUs shall vest in full on December 31, 2014, provided that Executive remains employed by the Company on such date. The award will have a grant date value equal to 250% of the Annual Base Salary. Such Initial RSUs will be subject to all terms of the Plan and the applicable RSU award instrument, provided, that the Initial RSUs will be treated in accordance with Section 8 of this Agreement on Executive’s termination of employment.

(d) Fringe Benefits and Expense Reimbursement . Executive shall receive benefits and perquisites of employment similar to those as have been customarily provided to the Company’s most senior executive officers (excluding its Executive Chairman, if any), including but not limited to, health insurance coverage, short-term disability benefits and twenty-five (25) vacation days, in each case in accordance with the plan documents or policies that govern such benefits. The Company shall reimburse Executive for all ordinary and necessary business expenses in accordance with established Company policy and procedures.

hereinafter jointly termed “Confidential Information”) which have or may in whole or in part be conceived, learned or obtained by Executive in the course of Executive’s employment with the Company. Accordingly, Executive agrees to keep secret and treat as confidential all Confidential Information whether or not copyrightable or patentable, and agrees not to use or aid others in learning of or using any Confidential Information except in the ordinary course of business and in furtherance of the Company’s interests. During the term of this Agreement and at all times thereafter, except insofar as is necessary disclosure consistent with the Company’s business interests:

(a) Executive will not, directly or indirectly, disclose any Confidential Information to anyone outside the Mylan Companies;

(b) Executive will not make copies of or otherwise disclose the contents of documents containing or constituting Confidential Information;

(c) As to documents which are delivered to Executive or which are made available to her as a necessary part of the working relationships and duties of Executive within the business of the Company, Executive will treat such documents confidentially and will treat such documents as proprietary and confidential, not to be reproduced, disclosed or used without appropriate authority of the Company;

(d) Executive will not advise others that the information and/or know how included in Confidential Information is known to or used by the Company; and

(e) Executive will not in any manner disclose or use Confidential Information for Executive’s own account and will not aid, assist or abet others in the use of Confidential Information for their account or benefit, or for the account or benefit of any person or entity other than the Company.

The obligations set forth in this paragraph are in addition to any other agreements Executive may have with the Company and any and all rights the Company may have under state or federal statutes or common law.

5. Non-Competition and Non-Solicitation . Executive agrees that during the Term of Employment and for a period ending one (1) year after termination of Executive’s employment with the Company for any reason:

(a) Executive shall not, directly or indirectly, whether for herself or for any other person, company, corporation or other entity be or become associated in any way (including but not limited to the association set forth in (i)-(vii) of this subsection) with any business or organization which is directly or indirectly engaged in the research, development, manufacture, production, marketing, promotion or sale of any product the same as or similar to those of the Mylan Companies, or which competes or intends to compete in any line of business with the Mylan Companies. Notwithstanding the foregoing, Executive may during the period in which this paragraph is in effect own stock or other interests in corporations or other entities that engage in businesses the same or

substantially similar to those engaged in by the Mylan Companies, provided that Executive does not, directly or indirectly (including without limitation as the result of ownership or control of another corporation or other entity), individually or as part of a group (as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) (i) control or have the ability to control the corporation or other entity, (ii) provide to the corporation or entity, whether as an Executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or proprietary information regarding the Mylan Companies or its businesses or regarding the conduct of businesses similar to those of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understanding with other parties to hold a position on the board of directors or other governing body of the corporation or entity or have the right by contract or arrangement or understanding with other parties to elect one or more persons to any such position, (v) hold a position as an officer of the corporation or entity, (vi) have the purpose to change or influence the control of the corporation or entity (other than solely by the voting of her shares or ownership interest) or (vii) have a business or other relationship, by contract or otherwise, with the corporation or entity other than as a passive investor in it; provided, however, that Executive may vote her shares or ownership interest in such manner as she chooses provided that such action does not otherwise violate the prohibitions set forth in this sentence.

(b) Executive will not, either directly or indirectly, either for herself or for any other person, partnership, firm, company, corporation or other entity, contact, solicit, divert, or take away any of the customers or suppliers of the Mylan Companies.

(c) Executive will not solicit, entice or otherwise induce any employee of the Mylan Companies to leave the employ of the Mylan Companies for any reason whatsoever; nor will Executive directly or indirectly aid, assist or abet any other person or entity in soliciting or hiring any employee of the Mylan Companies, nor will Executive otherwise interfere with any contractual or other business relationships between the Mylan Companies and its employees.

prohibiting any acts not permissible pursuant to this Agreement. Executive agrees that should either party seek to enforce or determine its rights because of an act of Executive which the Company believes to be in contravention of Sections 5 and/or 6 of this Agreement or any subsection thereunder, the duration of the restrictions imposed thereby shall be extended for a time period equal to the period necessary to obtain judicial enforcement of the Company’s rights.

8. Termination of Employment .

(a) Resignation . Executive may resign from employment at any time upon 90 days written notice to the Board of Directors. During the 90-day notice period Executive will continue to perform duties and abide by all other terms and conditions of this Agreement. Additionally, Executive will use her best efforts to effect a smooth and effective transition to whoever will replace Executive. The Company reserves the right to accelerate the effective date of Executive’s resignation, provided that Executive shall receive Executive’s salary and benefits through the 90-day period. If Executive resigns during the Term of Employment without “Good Reason” (as defined below), the Company shall have no liability to Executive under this Agreement other than that the Company shall pay Executive’s wages and benefits through the effective date of Executive’s resignation, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement “Good Reason” shall mean: (1) a reduction of Executive’s Annual Base Salary as in effect from time to time, unless other executive officers of the Company are required to accept a similar reduction; (2) the assignment of duties to Executive which are inconsistent with those of a chief executive officer (including status, offices, titles and reporting requirements); provided, that Executive shall not have Good Reason to terminate her employment by reason of certain duties being assigned to the Executive Chairman of the Company (if any) rather than Executive, (3) removal from the position of Chief Executive Officer; or (4) the Company’s requiring Executive to be based at any office or location other than in the Pittsburgh metropolitan area.

on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’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 based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to 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 Executive, if 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 Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, Cause exists and specifying the particulars thereof in detail.

(c) Termination Without Cause or Resignation for Good Reason . If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will pay Executive a lump sum amount equal to two (2) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for two (2) years following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be forfeited (which shall include the entire Initial RSU grant if Executive’s termination

occurs prior to the first anniversary of the Effective Date). Executive will continue to be bound by all provisions of this Agreement that survive termination of employment.

(d) Death or Incapacity . The employment of Executive shall automatically terminate upon Executive’s death or upon the occurrence of a disability that renders Executive incapable of performing the essential functions of her position within the meaning of the Americans With Disabilities Act of 1990. For all purposes of this Agreement, any such termination shall be treated in the same manner as a termination without Cause, as described in Section 8(c) above, and Executive, or Executive’s estate, as applicable, shall receive all consideration, compensation and benefits that would be due and payable to Executive for a termination without Cause, provided, however, that such consideration, compensation and benefits shall be reduced by any death or disability benefits (as applicable) that Executive or her estate or beneficiaries (as applicable) are entitled to pursuant to plans or arrangements of the Company.

(e) Extension or Renewal . This Agreement may be extended or renewed upon mutual written agreement of the parties. Unless this Agreement has sooner been terminated for any of the reasons stated in Section 8(a), (b), (c) or (d) of this Agreement, and further provided that Executive would otherwise be physically and mentally able to perform the essential functions of Executive’s position at such time, with or without reasonable accommodation, the parties shall endeavor to commence renewal or extension discussions no later than 120 days prior to the expiration of the then existing Term of Employment.

If, by the end of the then existing Term of Employment, the Company has not made an offer to Executive for continued employment with the Company beyond such date on terms substantially similar to the terms then in effect pursuant to this Agreement, Executive’s employment shall terminate as of such date and Executive will be entitled to compensation and benefits under Section 8(c) of this Agreement as if Executive’s employment had been terminated without Cause. If prior to the end of the then existing Term of Employment, the Company makes an offer to Executive for continued employment with the Company beyond such date on terms substantially similar to the terms then in effect pursuant to this Agreement, and Executive rejects such offer, Executive’s employment shall terminate as of the then existing Term of Employment, and (i) the Company will pay Executive a lump sum amount equal to one (1) times Annual Base Salary payable, subject to Section 8(h), within 30 days following Executive’s termination of employment and (ii) for one year following termination of employment, the Company will provide the Continuation Benefits; provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code.

(f) Return of Company Property . Upon the termination of Executive’s employment for any reason, Executive shall immediately return to the Company all

records, memoranda, files, notes, papers, correspondence, reports, documents, books, diskettes, hard drives, electronic files, and all copies or abstracts thereof that Executive has concerning any or all of the Mylan Companies’ business. Executive shall also immediately return all keys, identification cards or badges and other company property.

(g) No Duty to Mitigate . There shall be no requirement on the part of Executive to seek other employment or otherwise mitigate damages in order to be entitled to the full amount of any payments and benefits to which Executive is otherwise entitled under any contract and, except as set forth herein with respect to the Continuation Benefits, the amount of such payments and benefits shall not be reduced by any compensation or benefits received by Executive from other employment.

(h) Conditions to Payment and Acceleration; Section 409A of the Code . The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code (the “Code”) to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under Section 8 of this Agreement until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 8 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided , however , that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes.

Agreement. Such indemnification shall be contractual in nature and shall remain in effect notwithstanding any future change to the Company’s Bylaws.

To the extent not otherwise limited by the Company’s Bylaws in effect as of the date of this Agreement, in the event that Executive is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, (including those brought by or in the right of the Company) whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that she is or was an officer, employee or agent of or is or was serving the Company or any subsidiary of the Company, or is or was serving at the request of the Company or another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by law against all expenses, liabilities and losses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Company expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by Executive in her capacity as a director or officer (and not in any other capacity in which service was or is rendered by Executive while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding will be made only upon delivery to the Company of an undertaking, by or on behalf of Executive, to repay all amounts to Company so advanced if it should be determined ultimately that Executive is not entitled to be indemnified under this section or otherwise.

Promptly after receipt by Executive of notice of the commencement of any action, suit or proceeding for which Executive may be entitled to be indemnified, Executive shall notify the Company in writing of the commencement thereof (but the failure to notify the Company shall not relieve it from any liability which it may have under this Section 10 unless and to the extent that it has been prejudiced in a material respect by such failure or from the forfeiture of substantial rights and defenses). If any such action, suit or proceeding is brought against Executive and she notifies the Company of the commencement thereof, the Company will be entitled to participate therein, and, to the extent it may elect by written notice delivered to Executive promptly after receiving the aforesaid notice from Executive, to assume the defense thereof with counsel reasonably satisfactory to Executive, which may be the same counsel as counsel to the Company. Notwithstanding the foregoing, Executive shall have the right to employ her own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Executive unless (i) the employment of such counsel shall have been authorized in writing by the Company, (ii) the Company shall not have employed counsel reasonably satisfactory to Executive to take charge of the defense of such action within a reasonable time after notice of commencement of the action or (iii) Executive shall have reasonably concluded, after consultation with counsel to Executive, that a conflict of interest exists which makes representation by counsel chosen by the Company not advisable (in which

case the Company shall not have the right to direct the defense of such action on behalf of Executive), in any of which events such fees and expenses of one additional counsel shall be borne by the Company. Anything in this Section 8 to the contrary notwithstanding, the Company shall not be liable for any settlement of any claim or action effected without its written consent.

10. Other Agreements . The rights and obligations contained in this Agreement are in addition to and not in place of any rights or obligations contained in any other agreements between Executive and the Company.

11. Notices . All notices hereunder to the parties hereto shall be in writing sent by certified mail, return receipt requested, postage prepaid, and by fax, addressed to the respective parties at the following addresses:


If to the Company:	Mylan Inc.
	1500 Corporate Drive
	Canonsburg, Pennsylvania 15317
	Attn:	Executive Vice President and Global General Counsel
	Fax:	724-514-1871

If to Executive:	at the most recent address on record at the Company.

12. Withholding . All payments required to be made by the Company hereunder to Executive or her dependents, beneficiaries, or estate will be subject to the withholding of such amounts relating to tax and/or other payroll deductions as may be required by law.

13. Modification and Waiver . This Agreement may not be changed or terminated rally, nor shall any change, termination or attempted waiver of any of the provisions contained in this Agreement be binding unless in writing and signed by the party against whom the same is sought to be enforced, nor shall this section itself by waived verbally. This Agreement may be amended only by a written instrument duly executed by or on behalf of the parties hereto.

14. Construction of Agreement . This Agreement and all of its provisions were subject to negotiation and shall not be construed more strictly against one party than against another party regardless of which party drafted any particular provision.

any person, firm or corporation which shall become the owner of substantially all of the assets of the Company or which shall succeed to the business of the Company; provided, however, that in the event of any such assignment the Company shall obtain an instrument in writing from the assignee in which such assignee assumes the obligations of the Company hereunder and shall deliver an executed copy thereof to Executive. No right or interest to or in any payments or benefits hereunder shall be assignable by Executive; provided, however, that this provision shall not preclude her from designating one or more beneficiaries to receive any amount that may be payable after her death and shall not preclude the legal representative of her estate from assigning any right hereunder to the person or persons entitled thereto under her will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to her estate. The term “beneficiaries” as used in this Agreement shall mean a beneficiary or beneficiary or beneficiaries so designated to receive any such amount, or if no beneficiary has been so designated, the legal representative of Executive’s estate. No right, benefit, or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or to execution, attachment, levy, or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void, and of no effect.

16. Choice of Law and Forum . This Agreement shall be construed and enforced according to, and the rights and obligations of the parties shall be governed in all respects by, the laws of the Commonwealth of Pennsylvania. Any controversy, dispute or claim arising out of or relating to this Agreement, or the breach hereof, including a claim for injunctive relief, or any claim which, in any way arises out of or relates to, Executive’s employment with the Company or the termination of said employment, including but not limited to statutory claims for discrimination, shall be resolved by arbitration in accordance with the then current rules of the American Arbitration Association respecting employment disputes except that the parties shall be entitled to engage in all forms of discovery permitted under the Pennsylvania Rules of Civil Procedure (as such rules may be in effect from time to time). The hearing of any such dispute will be held in Pittsburgh, Pennsylvania, and the losing party shall bear the costs, expenses and counsel fees of such proceeding. Executive and Company agree for themselves, their, employees, successors and assigns and their accountants, attorneys and experts that any arbitration hereunder will be held in complete confidence and, without the other party’s prior written consent, will not be disclosed, in whole or in part, to any other person or entity except as may be required by law. The decision of the arbitrator(s) will be final and binding on all parties. Executive and the Company expressly consent to the jurisdiction of any such arbitrator over them.

17. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way affect the interpretation of any of the terms or conditions of this Agreement.

18. Execution in Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above mentioned, to be effective as of the Effective Date.


MYLAN INC.				EXECUTIVE:

/s/ Rodney L. Piatt				/s/ Heather Bresch
By: Rodney L. Piatt				Heather Bresch
Its: Chairman, Compensation Committee

Exhibit 10.3

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

RECITALS:

WHEREAS, Executive has been promoted to the position of President effective as of the Effective Date, and accordingly the parties wish to amend and restate the Prior Agreement effective as of the Effective Date.

1. Employment of Executive; Position and Duties . As of the Effective Date, Executive shall be employed by the Company as President, on the terms and conditions provided herein. In the role of President, Executive shall have the duties, roles and responsibilities traditionally assigned to the president of a public company and shall report to the Chief Executive Officer of the Company. Unless otherwise mutually agreed to by the parties, Executive’s principal office shall be in the United States, provided Executive shall travel in connection with his employment, commensurate with the activities of his position. Executive agrees to devote his full business time and attention to his duties.

3. Executive’s Compensation . Executive’s compensation shall include the following:

(a) Annual Base Salary . Executive’s annual base salary shall be Eight Hundred Thousand Dollars ($800,000), payable in accordance with the Company’s normal payroll

practices for its executive officers. The annual base salary may be increased from time to time at the discretion of the Compensation Committee of the Board of Directors of the Company or any other committee authorized by the Board of Directors. The annual base salary may not be decreased except where other executive officers of the Company are required to accept a similar reduction. The annual base salary as in effect from time to time shall be referred to as the “Annual Base Salary.”

(b) Annual Bonus . Executive shall be eligible to participate in the Company’s annual executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an annual award in respect of each fiscal year of the Company ending during the Term of Employment in accordance with the terms and conditions of such plan, with a target bonus opportunity equal to 100% of Annual Base Salary. Such bonus shall be paid no later than March 15 ^th of the year following the year in which the annual award is no longer subject to a substantial risk of forfeiture.

(c) RSUs . On December 30, 2011 (i.e., the last business day before the Effective Date), Executive shall be awarded restricted stock units (the “Initial RSUs”) under the Company’s 2003 Long-Term Incentive Plan (the “Plan”), which Initial RSUs shall vest in full on December 31, 2014, provided that Executive remains employed by the Company on such date. The award will have a grant date value equal to 200% of the Annual Base Salary. Such Initial RSUs will be subject to all terms of the Plan and the applicable RSU award instrument, provided, that the Initial RSUs will be treated in accordance with Section 8 of this Agreement on Executive’s termination of employment.

4. Confidentiality . Executive recognizes and acknowledges that the business interests of the Company and its subsidiaries, parents and affiliates (collectively the “Mylan Companies”) require a confidential relationship between the Company and Executive and the fullest protection and confidential treatment of the financial data, customer information, supplier information, market information, marketing and/or promotional techniques and methods, pricing information, purchase information, sales policies, employee lists, policy and procedure information, records, advertising information, computer records, trade secrets, know how, plans and programs, sources of supply, and other knowledge of the business of the Mylan Companies (all of which are hereinafter jointly termed “Confidential Information”) which have or may in whole or in part be conceived, learned or obtained by Executive in the course of Executive’s employment with the Company. Accordingly, Executive agrees to keep secret and treat as confidential all Confidential Information whether or not copyrightable or patentable, and agrees not to use or aid others in learning of or using any Confidential Information except

in the ordinary course of business and in furtherance of the Company’s interests. During the term of this Agreement and at all times thereafter, except insofar as is necessary disclosure consistent with the Company’s business interests:

(a) Executive will not, directly or indirectly, disclose any Confidential Information to anyone outside the Mylan Companies;

(b) Executive will not make copies of or otherwise disclose the contents of documents containing or constituting Confidential Information;

(c) As to documents which are delivered to Executive or which are made available to him as a necessary part of the working relationships and duties of Executive within the business of the Company, Executive will treat such documents confidentially and will treat such documents as proprietary and confidential, not to be reproduced, disclosed or used without appropriate authority of the Company;

(d) Executive will not advise others that the information and/or know how included in Confidential Information is known to or used by the Company; and

(a) Executive shall not, directly or indirectly, whether for himself or for any other person, company, corporation or other entity be or become associated in any way (including but not limited to the association set forth in (i)-(vii) of this subsection) with any business or organization which is directly or indirectly engaged in the research, development, manufacture, production, marketing, promotion or sale of any product the same as or similar to those of the Mylan Companies, or which competes or intends to compete in any line of business with the Mylan Companies. Notwithstanding the foregoing, Executive may during the period in which this paragraph is in effect own stock or other interests in corporations or other entities that engage in businesses the same or substantially similar to those engaged in by the Mylan Companies, provided that Executive does not, directly or indirectly (including without limitation as the result of ownership or control of another corporation or other entity), individually or as part of a group (as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) (i) control or have the ability to control

the corporation or other entity, (ii) provide to the corporation or entity, whether as an Executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or proprietary information regarding the Mylan Companies or its businesses or regarding the conduct of businesses similar to those of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understanding with other parties to hold a position on the board of directors or other governing body of the corporation or entity or have the right by contract or arrangement or understanding with other parties to elect one or more persons to any such position, (v) hold a position as an officer of the corporation or entity, (vi) have the purpose to change or influence the control of the corporation or entity (other than solely by the voting of his shares or ownership interest) or (vii) have a business or other relationship, by contract or otherwise, with the corporation or entity other than as a passive investor in it; provided, however, that Executive may vote his shares or ownership interest in such manner as he chooses provided that such action does not otherwise violate the prohibitions set forth in this sentence.

(b) Executive will not, either directly or indirectly, either for himself or for any other person, partnership, firm, company, corporation or other entity, contact, solicit, divert, or take away any of the customers or suppliers of the Mylan Companies.

7. Injunctive Relief . The parties agree that in the event of Executive’s violation of Sections 5 and/or 6 of this Agreement or any subsection thereunder, that the damage to the Company will be irreparable and that money damages will be difficult or impossible to ascertain. Accordingly, in addition to whatever other remedies the Company may have at law or in equity, Executive recognizes and agrees that the Company shall be entitled to a temporary restraining order and a temporary and permanent injunction enjoining and prohibiting any acts not permissible pursuant to this Agreement. Executive agrees that should either party seek to enforce or determine its rights because of an act of Executive which the Company believes to be in contravention of Sections 5 and/or 6 of this Agreement or any subsection thereunder, the duration of the restrictions imposed thereby shall be extended for a time period equal to the period necessary to obtain judicial enforcement of the Company’s rights.

8. Termination of Employment .

(a) Resignation . Executive may resign from employment at any time upon 90 days written notice to the Board of Directors. During the 90-day notice period Executive will continue to perform duties and abide by all other terms and conditions of this Agreement. Additionally, Executive will use his best efforts to effect a smooth and effective transition to whoever will replace Executive. The Company reserves the right to accelerate the effective date of Executive’s resignation, provided that Executive shall receive Executive’s salary and benefits through the 90-day period. If Executive resigns during the Term of Employment without “Good Reason” (as defined below), the Company shall have no liability to Executive under this Agreement other than that the Company shall pay Executive’s wages and benefits through the effective date of Executive’s resignation, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement “Good Reason” shall mean: (1) a reduction of Executive’s Annual Base Salary as in effect from time to time, unless other executive officers of the Company are required to accept a similar reduction or (2) the assignment of duties to Executive which are inconsistent with those of an executive officer.

(b) Termination for Cause . If the Company determines to terminate Executive’s employment during the Term of Employment for Cause, as defined herein, the Company shall have no liability to Executive other than to pay Executive’s wages and benefits through the effective date of Executive’s termination, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement, “Cause” shall mean: (1) Executive’s willful and continued gross neglect of duties, (2) the willful engaging by Executive in illegal conduct that is materially and demonstrably injurious to the Company or (3) the willful engaging by Executive in gross misconduct that is materially and demonstrably injurious to the Company, which, in the case of clauses (1) and (3), has not been cured within 30 days after a written demand for substantial performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has grossly neglected his duties or has engaged in gross misconduct. No act, or failure to act, on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’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 based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to 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 Executive, if 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 Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding

that, in the good faith opinion of the Board, Cause exists and specifying the particulars thereof in detail.

(c) Termination Without Cause or Resignation for Good Reason . If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will pay Executive a lump sum amount equal to one and one-half (1.5) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for eighteen (18) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be forfeited (which shall include the entire Initial RSU grant if Executive’s termination occurs prior to the first anniversary of the Effective Date). Executive will continue to be bound by all provisions of this Agreement that survive termination of employment.

(d) Death or Incapacity . The employment of Executive shall automatically terminate upon Executive’s death or upon the occurrence of a disability that renders Executive incapable of performing the essential functions of his position within the meaning of the Americans With Disabilities Act of 1990. For all purposes of this Agreement, any such termination shall be treated in the same manner as a termination without Cause, as described in Section 8(c) above, and Executive, or Executive’s estate, as applicable, shall receive all consideration, compensation and benefits that would be due and payable to Executive for a termination without Cause, provided, however, that such consideration, compensation and benefits shall be reduced by any death or disability

benefits (as applicable) that Executive or his estate or beneficiaries (as applicable) are entitled to pursuant to plans or arrangements of the Company.

If, by the end of the then existing Term of Employment, the Company has not made an offer to Executive for continued employment with the Company beyond such date on terms substantially similar to the terms then in effect pursuant to this Agreement, Executive’s employment shall terminate as of such date, and Executive will be entitled to compensation and benefits under Section 8(c) of this Agreement as if Executive’s employment had been terminated without Cause. If prior to the end of the then existing Term of Employment, the Company makes an offer to Executive for continued employment with the Company beyond such date on terms substantially similar to the terms then in effect pursuant to this Agreement, and Executive rejects such offer, Executive’s employment shall terminate as of the then existing Term of Employment, and (i) the Company will pay Executive a lump sum amount equal to one (1) times Annual Base Salary payable, subject to Section 8(h), within 30 days following Executive’s termination of employment and (ii) for one year following termination of employment, the Company will provide the Continuation Benefits; provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code.

(f) Return of Company Property . Upon the termination of Executive’s employment for any reason, Executive shall immediately return to the Company all records, memoranda, files, notes, papers, correspondence, reports, documents, books, diskettes, hard drives, electronic files, and all copies or abstracts thereof that Executive has concerning any or all of the Mylan Companies’ business. Executive shall also immediately return all keys, identification cards or badges and other company property.

9. Indemnification . The Company shall maintain D&O liability coverage pursuant to which Executive shall be a covered insured. Executive shall receive indemnification in accordance with the Company’s Bylaws in effect as of the date of this Agreement. Such indemnification shall be contractual in nature and shall remain in effect notwithstanding any future change to the Company’s Bylaws.

employee or agent or in any other capacity while serving as a director, officer, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by law against all expenses, liabilities and losses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Company expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by Executive in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by Executive while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding will be made only upon delivery to the Company of an undertaking, by or on behalf of Executive, to repay all amounts to Company so advanced if it should be determined ultimately that Executive is not entitled to be indemnified under this section or otherwise.

Promptly after receipt by Executive of notice of the commencement of any action, suit or proceeding for which Executive may be entitled to be indemnified, Executive shall notify the Company in writing of the commencement thereof (but the failure to notify the Company shall not relieve it from any liability which it may have under this Section 10 unless and to the extent that it has been prejudiced in a material respect by such failure or from the forfeiture of substantial rights and defenses). If any such action, suit or proceeding is brought against Executive and he notifies the Company of the commencement thereof, the Company will be entitled to participate therein, and, to the extent it may elect by written notice delivered to Executive promptly after receiving the aforesaid notice from Executive, to assume the defense thereof with counsel reasonably satisfactory to Executive, which may be the same counsel as counsel to the Company. Notwithstanding the foregoing, Executive shall have the right to employ his own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Executive unless (i) the employment of such counsel shall have been authorized in writing by the Company, (ii) the Company shall not have employed counsel reasonably satisfactory to Executive to take charge of the defense of such action within a reasonable time after notice of commencement of the action or (iii) Executive shall have reasonably concluded, after consultation with counsel to Executive, that a conflict of interest exists which makes representation by counsel chosen by the Company not advisable (in which case the Company shall not have the right to direct the defense of such action on behalf of Executive), in any of which events such fees and expenses of one additional counsel shall be borne by the Company. Anything in this Section 8 to the contrary notwithstanding, the Company shall not be liable for any settlement of any claim or action effected without its written consent.


If to the Company:	Mylan Inc.
	1500 Corporate Drive
	Canonsburg, Pennsylvania 15317
	Attn:	Executive Vice President and Global General Counsel
	Fax:	724-514-1871

If to Executive:	at the most recent address on record at the Company.

12. Withholding and Tax Equalization .

(a) All payments required to be made by the Company hereunder to Executive or his dependents, beneficiaries, or estate will be subject to the withholding of such amounts relating to tax and/or other payroll deductions as may be required by law.

(b) It is the intention of the parties that the Executive’s relocation to the U.S. not result in any taxes to him in addition to those taxes that the Executive would have paid on the Executive’s income had the Executive not relocated to the U.S. In the event that the relocation does generate incremental taxes to the Executive, the Company will make such payments as may be necessary to equalize the Executive’s tax situation to what would have been the case had he not relocated.

however, that in the event of any such assignment the Company shall obtain an instrument in writing from the assignee in which such assignee assumes the obligations of the Company hereunder and shall deliver an executed copy thereof to Executive. No right or interest to or in any payments or benefits hereunder shall be assignable by Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term “beneficiaries” as used in this Agreement shall mean a beneficiary or beneficiary or beneficiaries so designated to receive any such amount, or if no beneficiary has been so designated, the legal representative of Executive’s estate. No right, benefit, or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or to execution, attachment, levy, or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void, and of no effect.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above mentioned, to be effective as of the Effective Date.


MYLAN INC.				EXECUTIVE:

/s/ Rodney L. Piatt				/s/ Rajiv Malik
By: Rodney L. Piatt				Rajiv Malik
Its: Chairman, Compensation Committee

Exhibit 10.4

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

RECITALS:

WHEREAS, the Company and Executive are parties to a certain Executive Employment Agreement dated as of February 14, 2006, as amended to date, governing the terms of Executive’s employment with the Company (the “Prior Agreement”); and

WHEREAS, Executive has been promoted to the position of Chief Operating Officer effective as of the Effective Date, and accordingly the parties wish to amend and restate the Prior Agreement effective as of the Effective Date.

1. Employment of Executive; Position and Duties . As of the Effective Date, Executive shall be employed by the Company as Chief Operating Officer, on the terms and conditions provided herein. In the role of Chief Operating Officer, Executive shall have the duties, roles and responsibilities traditionally assigned to the chief operating officer of a public company and shall report to the President of the Company. Executive’s principal office shall be in the Pittsburgh metropolitan area, provided Executive shall travel in connection with his employment, commensurate with the activities of his position. Executive agrees to devote his full business time and attention to his duties.

3. Executive’s Compensation . Executive’s compensation shall include the following:

(a) Annual Base Salary . Executive’s annual base salary shall be Five Hundred Seventy-Five Thousand Dollars ($575,000), payable in accordance with the Company’s normal payroll practices for its executive officers. The annual base salary may be increased from time to time at the discretion of the Compensation Committee of the Board of Directors of the Company or any other committee authorized by the Board of Directors. The annual base salary may not be decreased except where other executive officers of the Company are required to accept a similar reduction. The annual base salary as in effect from time to time shall be referred to as the “Annual Base Salary.”

(b) Annual Bonus . Executive shall be eligible to participate in the Company’s annual executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an annual award in respect of each fiscal year of the Company ending during the Term of Employment in accordance with the terms and conditions of such plan, with a target bonus opportunity equal to 100% of Annual Base Salary. Such bonus shall be paid no later than March 15 ^th of the year following the year in which the annual award is no longer subject to a substantial risk of forfeiture.

(c) RSUs . On December 30, 2011 (i.e., the last business day before the Effective Date), Executive shall be awarded restricted stock units (the “Initial RSUs”) under the Company’s 2003 Long-Term Incentive Plan (the “Plan”), which Initial RSUs shall vest in full on December 31, 2014, provided that Executive remains employed by the Company on such date. The award will have a grant date value equal to 100% of the Annual Base Salary. Such Initial RSUs will be subject to all terms of the Plan and the applicable RSU award instrument, provided, that the Initial RSUs will be treated in accordance with Section 8 of this Agreement on Executive’s termination of employment.

(d) Fringe Benefits and Expense Reimbursement . Executive shall receive benefits and perquisites of employment similar to those as have been customarily provided to the Company’s other executive officers (excluding its Executive Chairman, if any), including but not limited to, health insurance coverage, short-term disability benefits and twenty-five (25) vacation days, in each case in accordance with the plan documents or policies that govern such benefits. The Company shall reimburse Executive for all ordinary and necessary business expenses in accordance with established Company policy and procedures.

(a) Executive will not, directly or indirectly, disclose any Confidential Information to anyone outside the Mylan Companies;

(b) Executive will not make copies of or otherwise disclose the contents of documents containing or constituting Confidential Information;

(d) Executive will not advise others that the information and/or know how included in Confidential Information is known to or used by the Company; and

substantially similar to those engaged in by the Mylan Companies, provided that Executive does not, directly or indirectly (including without limitation as the result of ownership or control of another corporation or other entity), individually or as part of a group (as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) (i) control or have the ability to control the corporation or other entity, (ii) provide to the corporation or entity, whether as an Executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or proprietary information regarding the Mylan Companies or its businesses or regarding the conduct of businesses similar to those of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understanding with other parties to hold a position on the board of directors or other governing body of the corporation or entity or have the right by contract or arrangement or understanding with other parties to elect one or more persons to any such position, (v) hold a position as an officer of the corporation or entity, (vi) have the purpose to change or influence the control of the corporation or entity (other than solely by the voting of his shares or ownership interest) or (vii) have a business or other relationship, by contract or otherwise, with the corporation or entity other than as a passive investor in it; provided, however, that Executive may vote his shares or ownership interest in such manner as he chooses provided that such action does not otherwise violate the prohibitions set forth in this sentence.

8. Termination of Employment .

(a) Resignation . Executive may resign from employment at any time upon 90 days written notice to the Board of Directors. During the 90-day notice period Executive will continue to perform duties and abide by all other terms and conditions of this Agreement. Additionally, Executive will use his best efforts to effect a smooth and effective transition to whoever will replace Executive. The Company reserves the right to accelerate the effective date of Executive’s resignation. If Executive resigns during the Term of Employment without “Good Reason” (as defined below), the Company shall have no liability to Executive under this Agreement other than that the Company shall pay Executive’s wages and benefits through the effective date of Executive’s resignation, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement “Good Reason” shall mean: (1) a reduction of Executive’s Annual Base Salary as in effect from time to time, unless other executive officers of the Company are required to accept a similar reduction or (2) the assignment of duties to Executive which are inconsistent with those of an executive officer.

(b) Termination for Cause . If the Company determines to terminate Executive’s employment during the Term of Employment for Cause, as defined herein, the Company shall have no liability to Executive other than to pay Executive’s wages and benefits through the effective date of Executive’s termination, it being understood that the Initial RSUs, to the extent then unvested, shall be forfeited. Executive, however, will continue to be bound by all provisions of this Agreement that survive termination of employment. For purposes of this Agreement, “Cause” shall mean: (1) Executive’s willful and continued gross neglect of duties, (2) the willful engaging by Executive in illegal conduct that is materially and demonstrably injurious to the Company or (3) the willful engaging by Executive in gross misconduct that is materially and demonstrably injurious to the Company, which, in the case of clauses (1) and (3), has not been cured within 30 days after a written demand for substantial performance is delivered to Executive by the Board that specifically identifies the manner in which the Company believes that Executive has grossly neglected his duties or has engaged in gross misconduct. No act, or failure to act, on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’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 based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The

cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to 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 Executive, if 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 Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, Cause exists and specifying the particulars thereof in detail.

(c) Termination Without Cause or Resignation for Good Reason . If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will pay Executive a lump sum amount equal to one (1) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated, with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for twelve (12) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause or if Executive resigns from employment for Good Reason, in either case on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be forfeited (which shall include the entire Initial RSU grant if Executive’s termination occurs prior to the first anniversary of the Effective Date). Executive will continue to be bound by all provisions of this Agreement that survive termination of employment.

meaning of the Americans With Disabilities Act of 1990. For all purposes of this Agreement, any such termination shall be treated in the same manner as a termination without Cause, as described in Section 8(c) above, and Executive, or Executive’s estate, as applicable, shall receive all consideration, compensation and benefits that would be due and payable to Executive for a termination without Cause, provided, however, that such consideration, compensation and benefits shall be reduced by any death or disability benefits (as applicable) that Executive or his estate or beneficiaries (as applicable) are entitled to pursuant to plans or arrangements of the Company.

(e) Extension or Renewal . This Agreement may be extended or renewed upon mutual written agreement of the parties. Unless this Agreement has sooner been terminated for any of the reasons stated in Section 8(a), (b), (c) or (d) of this Agreement, and further provided that Executive would otherwise be physically and mentally able to perform the essential functions of Executive’s position at such time, with or without reasonable accommodation, the parties shall endeavor to commence renewal or extension discussions not later than 120 days prior to the expiration of the then existing Term of Employment.

terminated employment with the Company for purposes of this Agreement and no payments shall be due to Executive under Section 8 of this Agreement until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code, and any payments described in Section 8 that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six-month period immediately following Executive’s termination of employment shall instead be paid on the first business day after the date that is six months following Executive’s termination of employment (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year; provided , however , that with respect to any reimbursements for any taxes which Executive would become entitled to under the terms of the Agreement, the payment of such reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes.

To the extent not otherwise limited by the Company’s Bylaws in effect as of the date of this Agreement, in the event that Executive is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, (including those brought by or in the right of the Company) whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that he is or was an officer, employee or agent of or is or was serving the Company or any subsidiary of the Company, or is or was serving at the request of the Company or another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by law against all expenses, liabilities and losses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Company expenses incurred in defending any such proceeding in advance of its final disposition;

provided, however, that the payment of such expenses incurred by Executive in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by Executive while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding will be made only upon delivery to the Company of an undertaking, by or on behalf of Executive, to repay all amounts to Company so advanced if it should be determined ultimately that Executive is not entitled to be indemnified under this section or otherwise.

Promptly after receipt by Executive of notice of the commencement of any action, suit or proceeding for which Executive may be entitled to be indemnified, Executive shall notify the Company in writing of the commencement thereof (but the failure to notify the Company shall not relieve it from any liability which it may have under this Section 10 unless and to the extent that it has been prejudiced in a material respect by such failure or from the forfeiture of substantial rights and defenses). If any such action, suit or proceeding is brought against Executive and he notifies the Company of the commencement thereof, the Company will be entitled to participate therein, and, to the extent it may elect by written notice delivered to Executive promptly after receiving the aforesaid notice from Executive, to assume the defense thereof with counsel reasonably satisfactory to Executive, which may be the same counsel as counsel to the Company. Notwithstanding the foregoing, Executive shall have the right to employ his own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of Executive unless (i) the employment of such counsel shall have been authorized in writing by the Company, (ii) the Company shall not have employed counsel reasonably satisfactory to Executive to take charge of the defense of such action within a reasonable time after notice of commencement of the action or (iii) Executive shall have reasonably concluded, after consultation with counsel to Executive, that a conflict of interest exists which makes representation by counsel chosen by the Company not advisable (in which case the Company shall not have the right to direct the defense of such action on behalf of Executive), in any of which events such fees and expenses of one additional counsel shall be borne by the Company. Anything in this Section 8 to the contrary notwithstanding, the Company shall not be liable for any settlement of any claim or action effected without its written consent.


If to the Company:		Mylan Inc.
		1500 Corporate Drive
		Canonsburg, Pennsylvania 15317
		Attn: Executive Vice President and Global General Counsel
		Fax: 724-514-1871


If to Executive:		at the most recent address on record at the Company.

12. Withholding . All payments required to be made by the Company hereunder to Executive or his dependents, beneficiaries, or estate will be subject to the withholding of such amounts relating to tax and/or other payroll deductions as may be required by law.

15. Successors and Assigns . This Agreement and all of its provisions, rights and obligations shall be binding upon and inure to the benefit of the parties hereto and the Company’s successors and assigns. This Agreement may be assigned by the Company to any person, firm or corporation which shall become the owner of substantially all of the assets of the Company or which shall succeed to the business of the Company; provided, however, that in the event of any such assignment the Company shall obtain an instrument in writing from the assignee in which such assignee assumes the obligations of the Company hereunder and shall deliver an executed copy thereof to Executive. No right or interest to or in any payments or benefits hereunder shall be assignable by Executive; provided, however, that this provision shall not preclude him from designating one or more beneficiaries to receive any amount that may be payable after his death and shall not preclude the legal representative of his estate from assigning any right hereunder to the person or persons entitled thereto under his will or, in the case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. The term “beneficiaries” as used in this Agreement shall mean a beneficiary or beneficiary or beneficiaries so designated to receive any such amount, or if no beneficiary has been so designated, the legal representative of Executive’s estate. No right, benefit, or interest hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or to execution, attachment, levy, or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately

preceding sentence shall, to the full extent permitted by law, be null, void, and of no effect.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above mentioned, to be effective as of the Effective Date.


MYLAN INC.				EXECUTIVE:

/s/ Rodney L. Piatt				/s/ Harry A. Korman
By: Rodney L. Piatt				Harry A. Korman
Its: Chairman, Compensation Committee

Exhibit 10.5

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

RECITALS:

WHEREAS, the Company and Executive are parties to a certain Executive Employment Agreement dated as of October 16, 2006, as amended to date, governing the terms of Executive’s employment with the Company (the “Prior Agreement”); and

WHEREAS, Executive has been promoted to the position of President, North America, effective as of the Effective Date, and accordingly the parties wish to amend and restate the Prior Agreement effective as of the Effective Date.

1. Employment of Executive; Position and Duties . As of the Effective Date, Executive shall be employed by the Company as President, North America, on the terms and conditions provided herein. In the role of President, North America, Executive shall have the duties, roles and responsibilities traditionally assigned to such role and shall report to the Chief Operating Officer of the Company. Executive’s principal office shall be in the [the Pittsburgh metropolitan area], provided Executive shall travel in connection with his employment, commensurate with the activities of his position. Executive agrees to devote his full business time and attention to his duties.

2. Effective Date: Term of Employment . This Agreement shall commence and be effective (and, except as provided herein, the Prior Agreement shall cease to be effective) as of the Effective Date, and shall terminate at the close of business on [December 31, 2014,] unless sooner terminated in accordance with the terms of this Agreement or extended by mutual agreement of the parties (the period during which this Agreement is effective being referred to as the “Term of Employment”). If for any reason Executive is not employed by the Company on the Effective Date, this Agreement shall be null and void and of no force and effect, and the rights and obligations of the parties in connection with Executive ceasing to be so employed shall be governed by the terms of the Prior Agreement.

3. Executive’s Compensation . Executive’s compensation shall include the following:

(a) Annual Base Salary . Executive’s annual base salary shall be Four Hundred Sixty Thousand Dollars ($460,000), payable in accordance with the Company’s normal payroll practices for its executive officers. The annual base salary may be increased from time to time at the discretion of the Compensation Committee of the Board of Directors of the Company or any other committee authorized by the Board of Directors. The annual base salary may not be decreased except where other executive officers of the Company are required to accept a similar reduction. The annual base salary as in effect from time to time shall be referred to as the “Annual Base Salary.”

(b) Annual Bonus . Executive shall be eligible to participate in the Company’s annual executive incentive or bonus plan as in effect from time to time, with the opportunity to receive an annual award in respect of each fiscal year of the Company ending during the Term of Employment in accordance with the terms and conditions of such plan, with a target bonus opportunity equal to 75% of Annual Base Salary. Such bonus shall be paid no later than March 15 ^th of the year following the year in which the annual award is no longer subject to a substantial risk of forfeiture.

(c) RSUs . On December 30, 2011 (i.e., the last business day before the Effective Date), Executive shall be awarded restricted stock units (the “Initial RSUs”) under the Company’s 2003 Long-Term Incentive Plan (the “Plan”), which Initial RSUs shall vest in full on December 31, 2014, provided that Executive remains employed by the Company on such date. The award will have a grant date value equal to 100% of the Annual Base Salary. Such Initial RSUs will be subject to all terms of the Plan and the applicable RSU award instrument, provided, that the Initial RSUs will be treated in accordance with Section 8 of this Agreement on Executive’s termination of employment.

(d) Fringe Benefits and Expense Reimbursement . Executive shall receive benefits and perquisites of employment similar to those as have been customarily provided to the Company’s other executive officers (excluding its Executive Chairman, if any), including but not limited to, health insurance coverage, short-term disability benefits and twenty (20) vacation days, in each case in accordance with the plan documents or policies that govern such benefits. The Company shall reimburse Executive for all ordinary and necessary business expenses in accordance with established Company policy and procedures.

(a) Executive will not, directly or indirectly, disclose any Confidential Information to anyone outside the Mylan Companies;

(b) Executive will not make copies of or otherwise disclose the contents of documents containing or constituting Confidential Information;

(d) Executive will not advise others that the information and/or know how included in Confidential Information is known to or used by the Company; and

engage in businesses the same or substantially similar to those engaged in by the Mylan Companies, provided that Executive does not, directly or indirectly (including without limitation as the result of ownership or control of another corporation or other entity), individually or as part of a group (as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) (i) control or have the ability to control the corporation or other entity, (ii) provide to the corporation or entity, whether as an Executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or proprietary information regarding the Mylan Companies or its businesses or regarding the conduct of businesses similar to those of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understanding with other parties to hold a position on the board of directors or other governing body of the corporation or entity or have the right by contract or arrangement or understanding with other parties to elect one or more persons to any such position, (v) hold a position as an officer of the corporation or entity, (vi) have the purpose to change or influence the control of the corporation or entity (other than solely by the voting of his shares or ownership interest) or (vii) have a business or other relationship, by contract or otherwise, with the corporation or entity other than as a passive investor in it; provided, however, that Executive may vote his shares or ownership interest in such manner as he chooses provided that such action does not otherwise violate the prohibitions set forth in this sentence.

8. Termination of Employment .

(c) Termination Without Cause . If the Company discharges Executive without Cause, the Company will pay Executive a lump sum amount equal to one (1) times Annual Base Salary as in effect immediately prior to termination of employment (without regard to any reduction thereto constituting “Good Reason”). Subject to Section 8(h), such payment will be made within 30 days following Executive’s termination of employment. In addition, if the Company discharges Executive without Cause, the Company will (i) provide to Executive a prorated annual bonus for the fiscal year in which Executive’s termination occurs (the “Pro Rata Bonus”), such Pro Rata Bonus to be determined by reference to the bonus that Executive would have earned based on actual performance for the relevant fiscal year had Executive’s employment not terminated,

with the resulting amount pro-rated to reflect the number of days elapsed in the fiscal year, through and including the date on which Executive’s termination of employment occurs and (ii) for twelve (12) months following Executive’s termination of employment, continue to provide to Executive and/or Executive’s dependents the health insurance benefits that were provided to them immediately prior to Executive’s termination of employment (taking into account any required employee contributions, co-payments and similar costs imposed on Executive) (the “Continuation Benefits”); provided, however, that the Company’s obligation to provide the Continuation Benefits shall end at such time as Executive obtains health insurance benefits through another employer or otherwise in connection with rendering services for a third party. The parties agree to cooperate such that the Continuation Benefits are, to the extent practicable, provided in a manner so as to minimize adverse tax consequences to the Company under Section 4980D of the Code. If the Company discharges Executive without Cause on or following the first anniversary of the Effective Date, a pro-rated portion of the Initial RSU shall vest, calculated to reflect the number of days elapsed in the vesting period through the date of termination. Any unvested portion of the Initial RSU that does not vest in accordance with the previous sentence shall be forfeited (which shall include the entire Initial RSU grant if Executive’s termination occurs prior to the first anniversary of the Effective Date). Executive will continue to be bound by all provisions of this Agreement that survive termination of employment.

(d) Death or Incapacity . The employment of Executive shall automatically terminate upon Executive’s death or upon the occurrence of a disability that renders Executive incapable of performing the essential functions of his position within the meaning of the Americans With Disabilities Act of 1990. For all purposes of this Agreement, any such termination shall be treated in the same manner as a termination without Cause, as described in Section 8(c) above, and Executive, or Executive’s estate, as applicable, shall receive all consideration, compensation and benefits that would be due and payable to Executive for a termination without Cause, provided, however, that such consideration, compensation and benefits shall be reduced by any death or disability benefits (as applicable) that Executive or his estate or beneficiaries (as applicable) are entitled to pursuant to plans or arrangements of the Company.

compensation and benefits under Section 8(c) of this Agreement as if Executive’s employment had been terminated without Cause.

reimbursements shall be made by the Company no later than the end of the calendar year following the calendar year in which Executive remits the related taxes.

To the extent not otherwise limited by the Company’s Bylaws in effect as of the date of this Agreement, in the event that Executive is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, (including those brought by or in the right of the Company) whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that he is or was an officer, employee or agent of or is or was serving the Company or any subsidiary of the Company, or is or was serving at the request of the Company or another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by law against all expenses, liabilities and losses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith. Such right shall be a contract right and shall include the right to be paid by the Company expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by Executive in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by Executive while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of such proceeding will be made only upon delivery to the Company of an undertaking, by or on behalf of Executive, to repay all amounts to Company so advanced if it should be determined ultimately that Executive is not entitled to be indemnified under this section or otherwise.

Executive unless (i) the employment of such counsel shall have been authorized in writing by the Company, (ii) the Company shall not have employed counsel reasonably satisfactory to Executive to take charge of the defense of such action within a reasonable time after notice of commencement of the action or (iii) Executive shall have reasonably concluded, after consultation with counsel to Executive, that a conflict of interest exists which makes representation by counsel chosen by the Company not advisable (in which case the Company shall not have the right to direct the defense of such action on behalf of Executive), in any of which events such fees and expenses of one additional counsel shall be borne by the Company. Anything in this Section 8 to the contrary notwithstanding, the Company shall not be liable for any settlement of any claim or action effected without its written consent.


If to the Company:		Mylan Inc.
		1500 Corporate Drive
		Canonsburg, Pennsylvania 15317
		Attn: Executive Vice President and Global General Counsel
		Fax: 724-514-1871

If to Executive:		at the most recent address on record at the Company.

parties. Executive and the Company expressly consent to the jurisdiction of any such arbitrator over them.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the day and year first above mentioned, to be effective as of the Effective Date.


MYLAN INC.				EXECUTIVE:

/s/ Rodney L. Piatt				/s/ Anthony Mauro
By: Rodney L. Piatt				Anthony Mauro
Its: Chairman, Compensation Committee

Exhibit 10.6

AMENDMENT NO. 5 TO RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT NO. 5 TO RETIREMENT BENEFIT AGREEMENT (this “Amendment”) by and between Mylan Inc., a Pennsylvania corporation (the “Company”), and Robert J. Coury (“Executive”) is made effective as of January 1, 2012 (the “Effective Date”).

WHEREAS, the Company and Executive are parties to that certain Retirement Benefit Agreement dated as of December 31, 2004, as amended to date (the “Agreement”);

WHEREAS, the Company and Executive desire to further amend the Agreement in accordance with Article XIII thereof, upon the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Section 1(h) of the Agreement is hereby amended by striking “Retirement Benefit (or Partial Retirement Benefit)” each time it appears and substituting in each such case “Retirement Benefit and/or Supplemental Retirement Benefit” therefor.

2. Section 2.1 of the Agreement is hereby deleted and replaced in its entirety to read as follows:

“Upon the earlier of (i) Retirement from the Company after completion of at least ten or more continuous years of service (the “Full Vesting Date”) or (ii) any termination of the Executive’s employment with the Company after December 31, 2011, Executive shall, subject to the provisions hereof, receive an amount (the “Retirement Benefit”) in cash equal to the NPV of an annual retirement benefit equal to fifty percent (50%) of the sum of (i) his annual base salary as of December 31, 2011 (the “RB Salary”) and (ii) the average of the three highest annual cash bonuses paid to Executive with respect to the five years preceding January 1, 2012 (such average, the “RB Bonus”), for a period of fifteen (15) years, paid in accordance with Section 2.6 of this Agreement. The parties agree that Executive completed ten or more continuous years of service prior to January 1, 2012.

Further, subject to the provisions hereof, the Executive shall be eligible to receive an additional amount (the “Supplemental Retirement Benefit”) equal to the NPV of an annual retirement benefit equal to twenty percent (20%) of the sum of the RB Salary and the RB Bonus, for a period of fifteen (15) years. Fifty percent (50%) of the Supplemental Retirement Benefit shall vest on each of January 1, 2013 and January 1, 2014, subject to Executive’s continued employment with the Company through the applicable vesting date, and, except as set forth below in the event of a Change in Control, shall be paid in accordance with Section 2.6 of this Agreement; provided, however, that if prior to January 1, 2014, (A) there occurs a Change in Control and Executive remains employed by the Company immediately prior to the date of such Change in Control, or (B) Executive’s employment terminates for any reason other than Cause or resignation

without Good Reason (each as defined in Executive’s Second Amended and Restated Employment Agreement with the Company, dated October 24, 2011, as amended from time to time (the “Employment Agreement”)), the Supplemental Retirement Benefit shall vest in full. If the Supplemental Retirement Benefit becomes vested as a result of a Change in Control, the NPV of the Supplemental Retirement Benefit shall, subject to Article X, be paid to Executive in a cash lump sum as soon as practicable (but in no event more than ten (10) days) following Retirement or other termination of employment. If the Supplemental Retirement Benefit becomes vested as a result of termination of employment other than for Cause or resignation for Good Reason, the NPV of the Supplemental Retirement Benefit shall, subject to Article X, be paid to Executive in a cash lump sum with ten (10) days of such date of termination.”

2. Section 6.1 of the Agreement is hereby deleted and replaced in its entirety to read as follows:

Executive agrees that he will not for a one-year period commencing on the date of his Retirement, without the prior written consent of the Company, engage in competitive activity which violates the provisions of Section 5(a) of the Employment Agreement.

3. Section 6.2 of the Agreement is hereby deleted and Sections 6.3 and 6.4 are re-numbered accordingly.

4. Article VII of the Agreement is hereby deleted.

5. Article VIII of the Agreement is hereby deleted and replaced in its entirety to read as follows:

“8.1 Executive shall not be eligible for payment of the Retirement Benefit if, and only if, (i) prior to July 1, 2012, the Company notifies Executive in writing that Executive committed an act of Cause (as defined in Section 8(b) of the Employment Agreement) prior to January 1, 2012 and (ii) Executive fails to dispute such claim within 30 days following receipt of the Company’s notice or, if Executive does dispute the claim, the Company prevails on such claim. In the event Executive had previously received the Retirement Benefit and, pursuant to the preceding sentence, Executive is not eligible for payment of the Retirement Benefit, then Executive shall be required to return the after-tax portion of the Retirement Benefit.

8.2 Executive shall not be eligible for payment of the Supplemental Retirement Benefit if, and only if, (i) prior to the date that is six months following Executive’s termination of employment, the Company notifies Executive in writing that Executive committed an act of Cause (as defined in Section 8(b) of the Employment Agreement, but without regard to the penultimate sentence thereof) prior to Executive’s termination of employment and (ii) Executive fails to dispute such claim within 30 days following receipt of the Company’s notice or, if Executive does dispute the claim, the Company prevails on such claim. In the event Executive had previously received the Supplemental Retirement Benefit and, pursuant to the preceding sentence, Executive is not eligible for

payment of the Supplemental Retirement Benefit, then Executive shall be required to return the after-tax portion of the Supplemental Retirement Benefit.

8.3 For purposes of Sections 8.1 and 8.2 hereof, the after-tax portion shall be the amount of the Retirement Benefit and/or Supplemental Retirement Benefit multiplied by 100% minus the Executive’s combined marginal federal, state and local tax rate for the year of payment”

8.4 The Company’s obligation to make 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 the event of any dispute between Executive and the Company regarding the Executive’s right to payment under this Agreement, except as set forth below, the Company agrees that, notwithstanding any such dispute, the Company will not for any reason withhold payment of any amounts that Executive would have been entitled to receive under this Agreement had his employment ended by reason of resignation. The forgoing sentence shall not apply to payment of the Retirement Benefit or Supplemental Retirement Benefit if and only if the Company alleges the existence of Cause in accordance with the provisions of Sections 8.1 or 8.2 of this Agreement, as the case may be.

6. The first two sentences of Article XVI of the Agreement are hereby deleted and the following substituted therefor:

This Agreement shall be construed and enforced according to, and the rights and obligations of the parties shall be governed in all respects by, the laws of the State of New York. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement and by those documents, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement of this Agreement or of any such document, that it is not subject to this Agreement or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court. The parties hereby consent to and grant any such court exclusive jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Article XXII or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. The Executive and the Company (on its behalf and on behalf of its affiliates) each hereby waives any right to a trial by jury with respect to any dispute described in this Article XVI.

7. All references in the Agreement to the “Partial Retirement Benefit” are hereby deleted.

8. The following is hereby added as Article XXII of the Agreement:

Notices . All notices hereunder to the parties hereto shall be in writing sent by certified mail, return receipt requested, postage prepaid, and by fax (receipt confirmed), addressed to the respective parties at the following addresses:

COMPANY:

Mylan Inc.

1500 Corporate Drive

Canonsburg, PA 15317

Attention: Executive Vice President and Global General Counsel

Fax: 724-514-1871

EXECUTIVE:

The Executive’s most recent home address or fax number on file with the Company.

9. If for any reason the Executive is not employed by the Company on the Effective Date, this Amendment shall be null and void and of no force and effect and the rights and obligations of the parties in connection with Executive’s Retirement Benefit after ceasing to be so employed shall be governed by the terms of the Agreement, as in effect without regard to this Amendment.

10. (a) The parties acknowledge and agree that this Amendment is an integral part of the Agreement. Notwithstanding any provision of the Agreement to the contrary, in the event of any conflict between this Amendment and the Agreement or any part of either of them, the terms of this Amendment shall control.

(b) Except as expressly set forth herein, the terms and conditions of the Agreement are and shall remain in full force and effect.

(c) The Agreement, as amended hereby, sets forth the entire understanding of the parties with respect to the subject matter thereof and hereof.

(d) This Amendment shall be governed by, interpreted under and construed in accordance with the laws of the State of New York.

(e) This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same document.

[Signature page follows]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and year first above written.

MYLAN INC.

/s/ Rodney L. Piatt

Name: Rodney L. Piatt

Title: Chairman, Compensation Committee

EXECUTIVE:

/s/ Robert J. Coury

Robert J. Coury

Exhibit 99.1

LOGO

Mylan Announces New, Expanded Management Structure

to be Effective Jan. 1, 2012

Robert J. Coury to Transition to Role of Executive Chairman

Heather Bresch Promoted to Chief Executive Officer

Rajiv Malik Promoted to President; Hal Korman to Chief Operating Officer; Tony Mauro to President, North America

PITTSBURGH–Oct. 26, 2011–Mylan Inc. (Nasdaq: MYL) today announced that its board of directors has approved the transition of Chairman and Chief Executive Officer Robert J. Coury into the role of executive chairman of the board, effective as of Jan. 1, 2012. At that time, Mylan President Heather Bresch will become chief executive officer, reporting directly to the board of directors, and Chief Operating Officer Rajiv Malik will be promoted to the role of president.

Rodney L. Piatt, vice chairman of Mylan’s board of directors, commented: “The entire board is extremely grateful to Robert for his outstanding leadership and significant contributions to Mylan’s success over the past decade and appreciative of the thoughtful and strategic succession planning process that has culminated in today’s announcement. As chairman and CEO, Robert achieved all that was asked of him by the board and more by implementing an ambitious strategy for growth and global expansion that transformed the company from a leader in the U.S. market to the third largest generic and specialty pharmaceutical company in the world. We look forward to Robert’s active, ongoing leadership and strategic direction of Mylan in his role as executive chairman.”

Coury stated: “It has been my honor and privilege to lead Mylan as CEO for nearly 10 years. During this time, I have had the opportunity to cultivate and manage what I believe is the best leadership team in our industry, as evidenced by the internal promotions announced today. These leadership changes reflect our long-standing commitment to broadening and strengthening our management bench and put in place an enhanced management structure that we believe best suits the company we are today and the company we expect to be in the future. I have never been more confident than I am today in Mylan’s current position and future potential.”

Coury continued: “Heather has worked by my side to build the powerful and innovative global platform we have today, and given her impressive track record and vision for the future, I am confident that her transition to the role of CEO will be a seamless one. In her almost 20 years at Mylan, Heather has immersed herself in every key area of our business and distinguished herself as a leader within the generics industry. She has unmatched knowledge of Mylan and the industry, and she has demonstrated extraordinary passion, dedication and leadership in executing our strategic goals.”

“Rajiv joined Mylan as a result of our acquisition of Matrix four years ago, and with his strong leadership, operational prowess, technical expertise and ability to execute effectively, has served as a vital member of Mylan’s executive leadership team. He has played an instrumental role on many key business initiatives, particularly on the integration and business development fronts, where he has helped identify and execute many strategic priorities to ensure the future success of our business. The entire board and I have the utmost confidence in Heather and Rajiv in their new roles,” Coury said.

Bresch commented: “I am fortunate to have served at Mylan for the last two decades and am immensely proud of the company Mylan is today. I also have never been more excited about our future. When I started my career at Mylan in 1992, I could not have imagined the opportunities that awaited me within our company and within this exciting, dynamic industry. At that time, Mylan had only 700 employees and approximately $100 million in sales, almost entirely in the U.S. Today, Mylan has a global workforce of more than 18,000 people and is forecasted to generate more than $6 billion in sales this year. I am extremely honored to become Mylan’s next CEO and look forward to continuing to work alongside Robert, the board and all of our talented leaders around the world to maximize the many opportunities that lie ahead for our company.”

In addition to the promotions of Bresch and Malik, Harry (Hal) Korman, currently president, North America, will be promoted to COO and Tony Mauro will be promoted to president, North America. Mauro also will retain his current role as president of Mylan Pharmaceuticals. These appointments also are effective as of Jan. 1, 2012.

Coury commented: “Hal, throughout the course of his 23 years with Mylan and in his leadership of our business in North America, has demonstrated a track record of delivering outstanding results and adapting to ever-evolving business conditions. Hal’s strong commercial experience, customer insights and business acumen will provide tremendous added value to our global senior management team in his new role as chief operating officer.”

“In his leadership of Mylan Pharmaceuticals, our U.S. business, Tony also has a proven track record of strong results. Further, Tony has demonstrated deep knowledge of the generics industry, strong business instincts, and an ability to act quickly in response to new opportunities. I believe our entire North American operation will benefit from the great leadership and passion for excellence Tony has shown in his 15 years at Mylan,” concluded Coury.

Coury, Bresch, Malik, Korman and Mauro have agreed to new, three-year contracts in conjunction with these leadership changes.

Mylan Inc. ranks among the leading generic and specialty pharmaceutical companies in the world and provides products to customers in more than 150 countries and territories. The company maintains one of the industry’s broadest and highest quality product portfolios supported by a robust product pipeline; operates one of the world’s largest active pharmaceutical ingredient manufacturers; and runs a specialty business focused on respiratory, allergy and psychiatric therapies. For more information about Mylan, please visit www.Mylan.com. For more information about generic drugs, please visit www.ChoosingGenerics.com.

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