Exhibit 10.1

This Third Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into on February 25, 2014, to be effective as of January 1, 2014 (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 Second Amended and Restated Executive Employment Agreement dated as of October 24, 2011, and effective as of January 1, 2012, governing the terms of the Executive’s employment with the Company as Executive Chairman (the “Prior Agreement”); and

WHEREAS, the Company wishes to retain the Executive as Executive Chairman beyond the term of the Prior Agreement, and accordingly the parties wish to set forth the terms of his continued employment 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 the Executive shall continue to 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 fifth 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”).

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

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will not be proportionately greater than the reduction to the base salaries of the other senior executives). The base salary as in effect from time to time in accordance with this Agreement 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 proportionately 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 in writing 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)         One-Time Performance-Based Incentive and Retention Award.   In order to ensure that the Company has the benefit of the Executive’s leadership during the implementation and execution of its previously announced five-year business plan and in its development of a long-range strategy and business goals for the Company following such five-year period, the Executive shall be granted the compensation described below:

(i)        The Board has adopted the Company’s One-Time Special Five-Year Performance-Based Realizable Value Incentive Program (the “One-Time Performance-Based Incentive Program”) pursuant to which awards are granted under the Company’s 2003 Long Term Incentive Plan (the “Plan”). On the date hereof, the Executive shall be granted 1,000,000 stock appreciation rights pursuant to the One-Time Performance-Based Incentive Program (the “One-Time Performance-Based Incentive Award”) in accordance with the terms of the award agreement attached hereto as Schedule B (the “Award Agreement”). Solely for purposes of the One-Time Performance-Based Incentive Award, the Executive’s service as a member of the Board in any capacity shall be deemed for all purposes of such award to be employment with the Company. The Company represents that the terms of the Award Agreement are consistent with the terms of the Plan.

(ii)        Subject to the Executive’s continuous employment with the Company through December 31, 2016 (the “Retention Date”) or as otherwise provided in Section 8, the Executive shall receive a lump sum cash payment of $20 million no later than ten days following the Retention Date (the “Retention Incentive Award”).

(d)         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 persistent and serious

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security concerns, the Executive shall continue to be entitled to usage of the Company’s aircraft for the Executive and the Executive’s family for business and personal purposes. The Company shall reimburse the Executive for all ordinary and necessary business expenses in accordance with established Company policy and procedures. Notwithstanding anything herein to the contrary, for purposes of this Section 3(d), the Term of Employment shall be deemed to continue during any period in which the Executive serves as an employee and Chairman of the Board (whether or not Executive Chairman of the Board).

(e)         Long-Term Compensation.   During the Term of Employment, in addition to the compensation described in Sections 3(a), 3(b), 3(c) and 3(d), 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 determined in 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

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(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. Anything herein to the contrary notwithstanding, the provisions of this Section 4 shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information, (ii) with respect to any other litigation, arbitration or mediation involving this Agreement or other agreement between the Executive or the Company or its affiliates, including, but not limited to, the enforcement of any such agreement, (iii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4 or (iv) as to information that is or becomes available to the Executive on a non-confidential basis from a source which is entitled to disclose it to the Executive.

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

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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 in connection with such resignation, without Good Reason (as defined below) at any time upon thirty (30) 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

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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”) 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.

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. 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)), (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.

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(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 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 of 1986, as amended (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 January 1, 2012 plus (II) the higher of (x) the average annual bonus awarded to the Executive with respect to the three fiscal years immediately preceding January 1, 2012 and (y) the Executive’s target bonus for fiscal year 2011;

(ii)        for three years following Termination of Employment (the “Welfare Benefit Continuation Period”), the Company shall continue to provide benefits (other than the benefits specifically provided for in the immediately following 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

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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 use of 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). As soon as practicable following the end of each anniversary of the date of the Executive’s Termination of Employment (but no later than December 31 of the applicable calendar year), the Company shall pay the Executive the value of any unused aircraft benefits provided pursuant to the previous sentence, with each hour valued at $8,650 (such value to be increased by 8% per year (compounded) commencing in 2007). 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.” Anything herein to the contrary notwithstanding, for purposes of this Section 8(c)(ii), the Executive’s Termination of Employment will be deemed to occur as of the date that the Term of Employment is deemed to end for purposes of Section 3(d);

(iii)      (a) all then outstanding equity-based awards held by the Executive that were granted prior to January 1, 2014 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 January 1, 2014 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. To the extent any such equity-based awards are subject to Section 409A of the Code, they shall be paid or settled in accordance with their terms prior to giving effect to this Section 8(c)(iii) to the extent necessary to avoid the imposition of any tax or tax penalty under Section 409A of the Code;

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(iv)       any outstanding portion of the One-Time Performance-Based Incentive Award shall become immediately vested and exercisable (without regard to Section 7 of the Award Agreement), and may be exercisable (in whole or in part for any number of whole shares) at any time prior to and including the Final Vesting Date (as defined in the Award Agreement) by written notice to the Company as provided in the Award Agreement. As soon as practicable (but no later than 10 days) following such exercise, the Company shall issue or transfer to the Executive the number of shares of the Company’s common stock to which the Executive is entitled under Section 3 of the Award Agreement (provided that for this purpose, the “Final Vesting Date” in the Award Agreement shall be deemed to be the date the Executive delivers notice of exercise), which shares shall not be subject to any vesting requirements under Section 7 of the Award Agreement. For the avoidance of doubt, in determining such number of shares, the aggregate value determined under Section 2 of the Award Agreement shall be divided by the closing price of shares of the Company’s common stock on the NASDAQ National Market (“NASDAQ”) (or such other exchange on which the company’s common stock is then listed) on the date of exercise. Notwithstanding the foregoing, if at any time following the Executive’s Termination of Employment as described in this Section 8(c) and prior to the Final Vesting Date the closing price of a share of the Company’s common stock on the NASDAQ (or such other exchange on which the Company’s common stock is then listed) equals or exceeds the Maximum Share Value (as defined in the Award Agreement), the Executive shall be deemed to give notice of exercise and any outstanding and unexercised portion of the One-Time Performance-Based Incentive Award shall be automatically exercised as of such date in accordance with this Section 8(c)(iv);

(v)        in the event the Executive holds any Early Exercise Shares (as defined in the Award Agreement) pursuant to the One-Time Performance-Based Incentive Award, such Early Exercise Shares shall become immediately vested and nonforfeitable;

(vi)       if the Executive experiences a Termination of Employment as described in this Section 8(c) prior to December 31, 2016, the Retention Incentive Award shall be paid in a lump sum within ten days after the date of such Termination of Employment (provided that if required by Section 409A of 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); and

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

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“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 January 1, 2012, the Good Reason definition under the Amended and Restated Executive Employment Agreement by and between the Executive and the Company, dated as of April 3, 2006, as amended December 22, 2008, 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”), (iv) the Welfare Benefit Continuation Payments and (v) in the event of such Termination of Employment prior to December 31, 2016, the Retention Incentive Award. Upon the Executive’s Termination of Employment as a result of the Executive’s death, the Pro Rata

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Target Bonus, the Modified Severance Amount and, if applicable, the Retention Incentive Award, 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. In addition, upon such Termination of Employment, the Executive shall be entitled to the accelerated vesting and exercisability of any outstanding portion of the One-Time Performance-Based Incentive Award, as provided in Sections 8(c)(iv) and 8(c)(v).

(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, (iv) the Employee Benefit Continuation Payments and (v) in the event of such Termination of Employment prior to December 31, 2016, the Retention Incentive Award. Upon the Executive’s Termination of Employment as a result of Disability, the Pro Rata Target Bonus and, if applicable, the Retention Incentive Award, 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. In addition, upon such Termination of Employment, the Executive shall be entitled to the accelerated vesting and exercisability of any outstanding portion of the One-Time Performance-Based Incentive Award, as provided in Sections 8(c)(iv) and 8(c)(v). “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 and which constitutes a Disability within the meaning of Treasury Regulation Section 1.409A-3(i)(4).

(f)         Return of Company Property.   Upon the Executive’s Termination of Employment for any reason, the Executive shall promptly 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 promptly return all keys, identification cards or badges and other Company property. Anything to the contrary notwithstanding, nothing in this Section 8(f) shall prevent the Executive from retaining a home computer and security system, papers and other materials of a personal nature, including personal diaries, calendars and contact lists, information relating to the Executive’s compensation or relating to reimbursement of expenses,

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information that the Executive reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to the Executive’s employment, subject to the Executive’s compliance with Section 4.

(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 forfeiture, set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Executive or others, whether based on contractual, fiduciary or other claims. 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.

(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

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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 any agreement or arrangement referenced herein, 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.

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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 acknowledges that he previously irrevocably waived 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 hereto (and Section 3(b) of the T&S Agreement) 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

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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, the T&S Agreement and the Award 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, the T&S Agreement and the Award Agreement, and in respect of the transactions contemplated by this Agreement, by the T&S Agreement and by the Award 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, the T&S Agreement or the Award 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, the T&S Agreement or the Award 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.

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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]

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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.

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Schedule A

Specified duties consist of:

Exhibit 10.2

AMENDMENT NO. 6 TO RETIREMENT BENEFIT AGREEMENT

THIS AMENDMENT NO. 6 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, 2014 (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 deleted in its entirety and replaced with the following:

“NPV” shall mean the sum of the present value at any given time of the monthly benefits to be paid, using a discount rate equal to the long-term applicable federal rate in effect as of December 31, 2013 (determined under Section 1274(d) of the Code), compounded semiannually. For the avoidance of doubt, the parties hereto agree that such discount rate as of December 31, 2013 is 3.29%. For purposes of determining NPV of Executive’s Retirement Benefit and Supplemental Retirement Benefit where Executive’s employment terminates prior to attaining age 55, it shall be assumed that Executive’s Retirement Benefit and Supplemental Retirement Benefit would have commenced at the date on which Executive would have attained age 55 and the NPV of such Retirement Benefit and Supplemental Retirement Benefit shall equal the present value of such amounts at age 55 discounted back to the Executive’s actual age upon such termination using the rate prescribed in the preceding sentence. Executive’s age for purposes of this Agreement shall be Executive’s age at his nearest birthday.

2.  Section 2.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

Upon the termination of the Executive’s employment with the Company for any reason (including, without limitation, death) following the Effective Date, Executive shall, subject to the provisions hereof, receive an amount (the “Retirement Benefit”) in cash equal to the NPV of an annual retirement benefit for a period of fifteen (15) years 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”). Further, subject to the provisions hereof, the Executive shall receive an additional amount (the “Supplemental Retirement Benefit”) equal to the

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NPV of an annual retirement benefit for a period of fifteen (15) years equal to twenty percent (20%) of the sum of the RB Salary and the RB Bonus. Each of Executive’s Retirement Benefit and Supplemental Retirement Benefit shall be paid to Executive in a lump sum within ten (10) days following such termination.

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 Section 2.1 and the Retirement Benefit and Supplemental Retirement Benefit shall not be due 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 Section 2.1, 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 Section 2.1 that are due within the “short term deferral period” within the meaning of 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 Section 2.1 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).

3.  Sections 2.2, 2.3, 2.4 and 2.5 of the Agreement are hereby deleted.

4.  Article III of the Agreement is hereby deleted.

5.  Article IV of the Agreement is hereby deleted in its entirety and replaced with the following:

IV.  CHANGE IN CONTROL

Upon the occurrence of a Change in Control, Sections 8.1 and 8.2 and the final sentence of Section 8.3 hereof shall no longer be of any force or effect.

6.  Article VIII of the Agreement is hereby deleted in its entirety and replaced with the following:

VIII.  ELIGIBILITY FOR PAYMENT

8.1  Executive shall not be eligible for payment of the Supplemental Retirement Benefit if, and only if, (i) prior to June 30, 2014, 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 June 30, 2014 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.

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

8.3  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, whether based on contractual, fiduciary or other claims. 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 Supplemental Retirement Benefit if and only if the Company alleges the existence of Cause in accordance with the provisions of Section 8.1 of this Agreement.

7.  (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]

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

Exhibit 10.3

This Second Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into on February 25, 2014, to be effective as of January 1, 2014 (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 October 24, 2011, governing the terms of Executive’s employment with the Company (the “Prior Agreement”); and

WHEREAS, the Company wishes to retain Executive as Chief Executive Officer beyond the term of the Prior Agreement, and accordingly the parties wish 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 Executive agree as follows:

1.           Employment of Executive; Position and Duties.   Executive shall continue to 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, 2018, 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”).

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

(a)         Annual Base Salary.   Executive’s annual base salary shall be equal to $1,200,000, which shall be retroactive to the Effective Date, 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

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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 150% of Annual Base Salary. Such bonus shall be paid no later than March 15th 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 of the Prior Agreement), Executive was 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. Such Initial RSUs are 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)         One-Time Performance-Based Incentive Award.   The Board of Directors of the Company has adopted the Company’s One-Time Special Five-Year Performance-Based Realizable Value Incentive Program (the “One-Time Performance-Based Incentive Program”) pursuant to which awards are granted under the Plan. On the date hereof, Executive shall be granted 1,400,000 stock appreciation rights (the “One-Time Performance-Based Incentive Award”) pursuant to the One-Time Performance-Based Incentive Program, in accordance with the terms of the award agreement attached hereto as Schedule A (the “Award Agreement”).

(e)         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.

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

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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 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,

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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.

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.

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7.           Injunctive Relief.   The parties agree that in the event of Executive’s 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, 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 4 and/or 5 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.

(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

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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 her 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, then, in consideration, inter alia, for the restrictions contained in Sections 4 and 5, 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

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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, 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. 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

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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. For purposes of this Section 8(e), the determination of whether the Company has made an offer to Executive for continued employment on substantially similar terms shall be made without regard to the grant or existence of the One-Time Performance-Based Incentive Award.

(f)         Treatment of One-Time Performance-Based Incentive Award.

(i)        Upon Executive’s termination of employment (x) for any reason prior to December 31, 2014 or (y) pursuant to Section 8(a) or 8(b) prior to the Final Vesting Date (as defined in the Award Agreement), any unvested portion of the One-Time Performance-Based Incentive Award shall be immediately forfeited.

(ii)       Upon Executive’s termination of employment pursuant to Section 8(c) or 8(d) between January 1, 2015 and December 31, 2016, Executive shall remain eligible to vest in a portion of any unvested One-Time Performance-Based Incentive Award pursuant to Sections 8(f)(iv) and (v), determined by multiplying the number of then-outstanding unvested stock appreciation rights and Early Exercise Shares (as defined in the Award Agreement), as applicable, held at such time by a fraction, (x) the numerator of which is the number of days Executive was employed by the Company during the Performance Period (as defined in the Award Agreement) and (y) the denominator of which is the number of days in such Performance Period, which shall be rounded to the nearest whole unvested stock appreciation right and Early Exercise Share, as applicable.

(iii)      Upon Executive’s termination of employment pursuant to Section 8(c) or 8(d) between January 1, 2017 and the Final Vesting Date, Executive shall remain eligible to vest in the entire unvested portion of the One-Time Performance Based Incentive Award and all of the Early Exercise Shares, as applicable, held at such time pursuant to Sections 8(f)(iv) and (v).

(iv)      Any portion of the One-Time Performance-Based Incentive Award that remains eligible to vest pursuant to Section 8(f)(ii) or 8(f)(iii) may, without regard to the Service Vesting Condition set forth in Section 7(c) of the Award Agreement, become vested and exercisable pursuant to the other terms of the Award Agreement (including the Performance

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Vesting Condition set forth in Section 7(b) of the Award Agreement); provided, however, that any portion of the One-Time Performance-Based Incentive Award that remains eligible to vest pursuant to Section 8(f)(iii) shall become immediately vested on the date on which the Performance Vesting Condition achievement percentage is 100% (as certified by the Committee) and thereafter may be exercised (in whole or in part for any number of whole shares) at any time prior to and including the Final Vesting Date by Executive by written notice to the Company. As soon as practicable (but no later than 10 days) following Executive’s delivery of notice of exercise, the Company shall issue or transfer to Executive the number of shares of the Company’s common stock to which Executive is entitled under Section 3 of the Award Agreement (provided that for this purpose, the “Final Vesting Date” in the Award Agreement shall be deemed to be the date Executive delivers notice of exercise), which shares shall not be subject to any vesting requirements under Section 7 of the Award Agreement. For purposes of determining such number of shares, each share of the Company’s common stock shall be deemed to have a fair market value equal to the closing price of shares of the Company’s common stock on the NASDAQ National Market (“NASDAQ”) (or such other exchange on which the company’s common stock is then listed) on the date of exercise (or, if such date is not a trading day, the immediately preceding trading day). Notwithstanding the foregoing, if at any time following Executive’s termination of employment described in Section 8(f)(iii) and prior to the Final Vesting Date the closing price of shares of the Company’s common stock on the NASDAQ (or such other exchange on which the Company’s common stock is then listed) equals or exceeds the Maximum Share Value (as defined in the Award Agreement), Executive shall be deemed to give notice of exercise and any outstanding and unexercised portion of the One-Time Performance-Based Incentive Award shall be automatically exercised as of such date in accordance with this Section 8(f)(iv).

(v)       If, following Executive’s termination of employment and giving effect to this Section 8(f), Executive holds Early Exercise Shares that remain eligible to vest pursuant to Section 8(f)(ii) or 8(f)(iii) and the Performance Vesting Condition achievement percentage as of any date (as determined by the Committee) equals or exceeds 50%, a number of Early Exercise Shares equal to (x) the number of Early Exercise Shares then held by Executive multiplied by (y) the Performance Vesting Condition achievement percentage as of such date shall become immediately vested and nonforfeitable and the Company shall deliver to the Participant a certificate or certificates, or evidence of book entry, with respect to such number of shares of Common Stock as soon as practicable (but no later than 10 days) following such date. In the event that less than all of Executive’s Early Exercise Shares have become vested and nonforfeitable pursuant to the preceding sentence, Executive’s remaining Early Exercise

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Shares shall remain eligible to vest upon any increase in the Performance Vesting Condition achievement percentage in the same manner as provided in the preceding sentence; provided; however, that for purposes of determining the number of additional Early Exercise Shares that become vested and nonforfeitable only the incremental increase in the Performance Vesting Condition achievement percentage shall be taken into account.

(g)         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.

(h)         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.

(i)         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

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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.

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.

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 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

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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 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.         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:

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.

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

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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.

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 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 State of New York. 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 New York Civil Practice Law and Rules (as such rules may be in effect from time to time). The hearing of any such dispute will be held in New York, New York, 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

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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]

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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.

Exhibit 10.4

This Second Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into on February 25, 2014, to be effective as of January 1, 2014 (the “Effective Date”) by and between Mylan Inc. (the “Company” or “Mylan”) and Rajiv Malik (“Executive”).

R E C I T A L S:

WHEREAS, the Company and Executive are parties to a certain Executive Employment Agreement dated as of October 24, 2011, governing the terms of Executive’s employment with the Company (the “Prior Agreement”); and

WHEREAS, the Company wishes to retain Executive as President beyond the term of the Prior Agreement, and accordingly the parties wish 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 Executive agree as follows:

1.           Employment of Executive; Position and Duties. Executive shall continue to 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.

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, 2018, 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”).

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

(a)         Annual Base Salary. Executive’s annual base salary shall be $900,000, which shall be retroactive to the Effective Date, 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.”

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(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 115% 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 of the Prior Agreement), Executive was 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. Such Initial RSUs are 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)         One-Time Performance-Based Incentive Award. The Board of Directors of the Company has adopted the Company’s One-Time Special Five-Year Performance-Based Realizable Value Incentive Program (the “One-Time Performance-Based Incentive Program”) pursuant to which awards are granted under the Plan. On the date hereof, Executive shall be granted 1,200,000 stock appreciation rights (the “One-Time Performance-Based Incentive Award”) pursuant to the One-Time Performance-Based Incentive Program, in accordance with the terms of the award agreement attached hereto as Schedule A (the “Award Agreement”).

(e)         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.

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

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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

(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 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,

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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.

(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.

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 Executive’s 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, 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 4 and/or 5 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.

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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, then, in consideration, inter alia, for the restrictions contained in Sections 4 and 5, the Company

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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, 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. 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.

(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.

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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. For purposes of this Section 8(e), the determination of whether the Company has made an offer to Executive for continued employment on substantially similar terms shall be made without regard to the grant or existence of the One-Time Performance-Based Incentive Award.

(f)           Treatment of One-Time Performance-Based Incentive Award.

(i)        Upon Executive’s termination of employment (x) for any reason prior to December 31, 2014 or (y) pursuant to Section 8(a) or 8(b) prior to the Final Vesting Date (as defined in the Award Agreement), any unvested portion of the One-Time Performance-Based Incentive Award shall be immediately forfeited.

(ii)        Upon Executive’s termination of employment pursuant to Section 8(c) or 8(d) between January 1, 2015 and December 31, 2016, Executive shall remain eligible to vest in a portion of any unvested One-Time Performance-Based Incentive Award pursuant to Sections 8(f)(iv) and (v), determined by multiplying the number of then-outstanding unvested stock appreciation rights and Early Exercise Shares (as defined in the Award Agreement), as applicable, held at such time by a fraction, (x) the numerator of which is the number of days Executive was employed by the Company during the Performance Period (as defined in the Award Agreement) and (y) the denominator of which is the number of days in such Performance Period, which shall be rounded to the nearest whole unvested stock appreciation right and Early Exercise Share, as applicable.

(iii)        Upon Executive’s termination of employment pursuant to Section 8(c) or 8(d) between January 1, 2017 and the Final Vesting Date, Executive shall remain eligible to vest in the entire unvested portion of the One-Time Performance Based Incentive Award and all of the Early Exercise Shares, as applicable, held at such time pursuant to Sections 8(f)(iv) and (v).

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(iv)        Any portion of the One-Time Performance-Based Incentive Award that remains eligible to vest pursuant to Section 8(f)(ii) or 8(f)(iii) may, without regard to the Service Vesting Condition set forth in Section 7(c) of the Award Agreement, become vested and exercisable pursuant to the other terms of the Award Agreement (including the Performance Vesting Condition set forth in Section 7(b) of the Award Agreement); provided, however, that any portion of the One-Time Performance-Based Incentive Award that remains eligible to vest pursuant to Section 8(f)(iii) shall become immediately vested on the date on which the Performance Vesting Condition achievement percentage is 100% (as certified by the Committee) and thereafter may be exercised (in whole or in part for any number of whole shares) at any time prior to and including the Final Vesting Date by Executive by written notice to the Company. As soon as practicable (but no later than 10 days) following Executive’s delivery of notice of exercise, the Company shall issue or transfer to Executive the number of shares of the Company’s common stock to which Executive is entitled under Section 3 of the Award Agreement (provided that for this purpose, the “Final Vesting Date” in the Award Agreement shall be deemed to be the date Executive delivers notice of exercise), which shares shall not be subject to any vesting requirements under Section 7 of the Award Agreement. For purposes of determining such number of shares, each share of the Company’s common stock shall be deemed to have a fair market value equal to the closing price of shares of the Company’s common stock on the NASDAQ National Market (“NASDAQ”) (or such other exchange on which the company’s common stock is then listed) on the date of exercise (or, if such date is not a trading day, the immediately preceding trading day). Notwithstanding the foregoing, if at any time following Executive’s termination of employment described in Section 8(f)(iii) and prior to the Final Vesting Date the closing price of shares of the Company’s common stock on the NASDAQ (or such other exchange on which the Company’s common stock is then listed) equals or exceeds the Maximum Share Value (as defined in the Award Agreement), Executive shall be deemed to give notice of exercise and any outstanding and unexercised portion of the One-Time Performance-Based Incentive Award shall be automatically exercised as of such date in accordance with this Section 8(f)(iv).

(v)        If, following Executive’s termination of employment and giving effect to this Section 8(f), Executive holds Early Exercise Shares that remain eligible to vest pursuant to Section 8(f)(ii) or 8(f)(iii) and the Performance Vesting Condition achievement percentage as of any date (as determined by the Committee) equals or exceeds 50%, a number of Early Exercise Shares equal to (x) the number of Early Exercise Shares then held by Executive multiplied by (y) the Performance Vesting Condition achievement percentage as of such date shall become immediately vested and nonforfeitable and the Company shall deliver to the Participant a certificate or certificates, or evidence of book entry, with respect to such number of shares of Common Stock as soon as practicable (but no later than 10 days) following such date. In the event that less than all of Executive’s Early Exercise Shares have become vested and nonforfeitable pursuant to the preceding sentence, Executive’s remaining Early Exercise Shares shall remain eligible to vest upon any increase in the Performance Vesting Condition achievement percentage in the same manner as provided in the preceding sentence; provided; however, that for purposes of determining the number of additional

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Early Exercise Shares that become vested and nonforfeitable only the incremental increase in the Performance Vesting Condition achievement percentage shall be taken into account.

(g)           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.

(h)           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.

(i)           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.

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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.

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 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 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

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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 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.           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:

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.

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.

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.

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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.

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.

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 State of New York. 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 New York Civil Practice Law and Rules (as such rules may be in effect from time to time). The hearing of any such dispute will be held in New York, New York, 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.

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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.

Exhibit 10.5

Mylan Inc.

One-Time Special Five-Year Performance-Based

Realizable Value Incentive Program

Performance-Based Stock Appreciation Rights Award Agreement

Mylan Inc., a Pennsylvania corporation (the “ Company ”), hereby grants to [ l ] (the “ Participant ”), effective as of [ l ] (the “ Grant Date ”), stock appreciation rights (the “ SARs ”) as set forth in this Award Agreement. The SARs are subject to the terms and conditions set forth in this Award Agreement and in the Company’s 2003 Long-Term Incentive Plan, as amended (the “ Plan ”). In the event of any inconsistency between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall govern except to the extent specifically set forth herein. Capitalized terms used but not defined in this Award Agreement (including Exhibit A hereto) shall have the meanings ascribed to them in the Plan. Notwithstanding the foregoing, the SARs shall be subject to any term of any employment agreement between the Company and the Participant that specifically references this Award Agreement (but, for the avoidance of doubt, shall not be subject to any other terms in such agreement or in any other individual agreement (including a Transition and Succession Agreement)).

1.         Principal Terms of the SARs.

2.           Grant.   Each outstanding SAR entitles the Participant, subject to the terms and conditions hereof, to receive from the Company an amount payable in the form and manner set forth herein equal to (a) in the case of exercise pursuant to Section 3 or 5, the excess (if any) of (x) the closing price of shares of Common Stock on the NASDAQ National Market (“ NASDAQ ”) (or such other exchange on which the Common Stock is then listed) on the date the SAR is exercised, except that such price shall be deemed to be the Maximum Share Value in the event such price exceeds the Maximum Share Value, over (y) the SAR Exercise Price or (b) in the case of exercise pursuant to Section 4, the excess of (x) the Maximum Share Value over (y) the SAR Exercise Price. The amount of such excess (if any) multiplied by the number of SARs exercised shall be payable as set forth in Section 3, 4 or 5, as applicable.

3.           End of Performance Period Exercise.   On the Final Vesting Date, each outstanding SAR that is vested in accordance with Section 7, if any, shall be automatically exercised without further action or notice by the Company or the Participant (an “ End of Performance Period Exercise ”). As soon as practicable (but no

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later than 10 days) following an End of Performance Period Exercise, the Company shall issue or transfer to the Participant a number of shares of Common Stock having the aggregate value to which the Participant is entitled under Section 2 (if any) based on such End of Performance Period Exercise, which shares shall not be subject to any further vesting requirements. The number of shares having such aggregate value to be issued in settlement of SARs pursuant to this Section 3 shall be determined by dividing such aggregate value by the closing price of shares of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) on the Final Vesting Date. The Company shall deliver to the Participant a certificate or certificates, or evidence of book entry, with respect to such shares of Common Stock. No fractional shares of Common Stock shall be issued or delivered. Fractional shares of Common Stock shall be paid to the Participant in cash. The Committee shall certify the achievement of the Performance Vesting Condition (as defined below) as soon as practicable after the end of the Performance Period (but in no event later than March 15, 2019) and shall ensure that the Final Vesting Date occurs on a trading day on the NASDAQ (or such other exchange on which the Common Stock is then listed).

4.           Accelerated Exercise.   If, prior to the Final Vesting Date, the closing price of a share of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) equals or exceeds the Maximum Share Value per share on any 10 trading days in any trailing 60 trading day period, each outstanding SAR (whether or not then vested under Section 7) shall be automatically exercised (subject to Section 4(b) to the extent applicable) as of the end of such 10th trading day without further action or notice by the Company or the Participant (a “ Share Price Accelerated Exercise ”).

(a)        In the event the Performance Vesting Condition achievement percentage as of the date of the Share Price Accelerated Exercise is 100% (as certified by the Committee), as soon as practicable (but no more than 10 days) following such date, the Company shall issue or transfer to the Participant a number of shares of Common Stock having the aggregate value to which the Participant is entitled under Section 2 based on such Share Price Accelerated Exercise, which shares shall not be subject to any further vesting requirements (including the Service Vesting Condition in Section 7(c)). The number of shares having such aggregate value to be issued in settlement of SARs pursuant to this Section 4(a) shall be determined by dividing such aggregate value by the closing price of shares of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) on the date of the Share Price Accelerated Exercise. The Company shall deliver to the Participant a certificate or certificates, or evidence of book entry, with respect to such shares of Common Stock. No fractional shares of Common Stock shall be issued or delivered. Fractional shares of Common Stock shall be paid to the Participant in cash.

(b)        In the event the Performance Vesting Condition achievement percentage as of the date of the Share Price Accelerated Exercise is less than 100% (as certified by the Committee), the Company shall issue or transfer to the Participant a number of shares of Common Stock having the

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aggregate value to which the Participant is entitled under Section 2 based on such Share Price Accelerated Exercise, which shall be subject to further vesting requirements as set forth in Section 7 (the “ Early Exercise Shares ”). The number of shares having such aggregate value to be issued in settlement of SARs pursuant to this Section 4(b) shall be determined by dividing such aggregate value by the closing price of shares of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) on the date of the Share Price Accelerated Exercise. The Company shall require that the certificate or certificates, or evidence of book entry, with respect to such Early Exercise Shares be held in custody by the Company (or subject to any other restrictions on transfer determined by the Company) until such time, if any, as the Participant’s rights with respect to such Early Exercise Shares have vested under Section 7. No fractional Early Exercise Shares shall be issued or delivered. Fractional Early Exercise Shares shall be paid to the Participant in cash at the same time and pursuant to the same vesting conditions applicable to the Early Exercise Shares. As soon as practicable (but no more than 10 days) following the date that any Early Exercise Shares vest and become nonforfeitable under Section 7, the Company shall pay the Participant an amount in cash equal to the amount of cash retained with respect to fractional Early Exercise Shares upon the Share Price Accelerated Exercise multiplied by a fraction, the numerator of which is the number of Early Exercise Shares that vested and become nonforfeitable and the denominator of which is the number of Early Exercise Shares received upon the Share Price Accelerated Exercise.

5.           Change in Control.   In the event of a Change in Control of the Company (without regard to Section 7):

(a)        All outstanding SARs shall become immediately vested and shall be automatically exercised as of immediately prior to such Change of Control (a “ CIC Exercise ”). As soon as practicable (but no later than 10 days) following a CIC Exercise, the Company shall issue or transfer to the Participant a number of shares of Common Stock (or, as determined by the Committee, such other consideration paid for shares of Common Stock in the Change in Control) having the aggregate value to which the Participant is entitled under Section 2 (without regard to Section 7). The number of shares having such aggregate value to be issued in settlement of SARs pursuant to this Section 5(a), shall be determined by dividing such aggregate value by, in the event of a Change in Control that involves an acquisition of shares of Common Stock solely for cash, the price to be paid for each share of Common Stock in such Change in Control and, in the case of all other Change in Control transactions, the final trading price of shares of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) prior to such Change in Control. The Company shall deliver to the Participant a certificate or certificates, or evidence of book entry, with respect to shares of Common Stock, if any. No fractional shares of Common Stock shall be issued or delivered. Fractional shares of Common Stock shall be paid to the Participant in cash.

(b)        All unvested Early Exercise Shares shall become fully vested and nonforfeitable (without regard to Section 7) as of immediately prior to the Change in Control.

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6.         No Other Exercise.   Subject to any provision to the contrary in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), the SARs shall not be exercisable except as provided in Section 3, 4 or 5 of this Award Agreement. For the avoidance of doubt, in the event any SAR is exercised pursuant to Section 3, 4 or 5, such SAR shall not be exercisable pursuant to any other Section of this Award Agreement.

7.           Vesting.

(a)         General.   The SARs (or a percentage thereof) shall vest and become exercisable on the Final Vesting Date in accordance with Section 3, and the Early Exercise Shares (or a percentage thereof), if any, shall vest and become nonforfeitable in accordance with Section 4(b), to the extent of the satisfaction of the Performance Vesting Condition (as defined below) and subject to satisfaction of the Service Vesting Condition (as defined below).

(b)         Performance Vesting Condition.   Subject to Section 7(c), the percentage of SARs that are eligible to vest and become exercisable on the Final Vesting Date, or the percentage of Early Exercise Shares that are eligible to vest and become nonforfeitable on the Final Vesting Date, as the case may be, shall be determined based on the Committee’s certification of the extent to which the performance goal set forth on Exhibit A is achieved (the “ Performance Vesting Condition ”).

(c)         Service Vesting Condition.   Notwithstanding any provisions to the contrary in the Plan, but subject to any provision to the contrary in (x) this Award Agreement or (y) the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), the vesting of the applicable number of SARs or Early Exercise Shares (after giving effect to Section 7(b)), as the case may be, shall be subject to the Participant’s continued employment with the Company or its Subsidiaries through (i) in the case of SARs, December 31, 2018 or (ii) in the case of Early Exercise Shares, the earlier of (x) the date (if any) that the Performance Vesting Condition achievement percentage is 100% (as certified by the Committee) and (y) December 31, 2018 (the “ Service Vesting Condition ”).

8.           Expiration and Forfeiture.   Any SARs that do not vest pursuant to Section 7 shall expire on the Final Vesting Date and any Early Exercise Shares that do not vest pursuant to Section 7 shall be forfeited on the Final Vesting Date. Subject to any

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provision to the contrary in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), and notwithstanding anything to the contrary in the Plan, in the event the Participant’s employment with the Company or its Subsidiaries terminates for any reason at a time when the outstanding SARs or Early Exercise Shares are unvested, such SARs or Early Exercise Shares shall be immediately forfeited, unless otherwise determined by the Committee in its sole discretion.

9.           Rights as Stockholder.   With respect to SARs, the Participant shall have no rights as a stockholder with respect to the shares of Common Stock covered by a SAR until the Participant shall become the holder of record with respect to any such shares of Common Stock. With respect to Early Exercise Shares, the Participant shall have all the rights of a stockholder, including the right to vote such shares; provided , however , that all dividends shall be retained by the Company and shall be paid to the Participant at the same time and pursuant to the same vesting conditions applicable to the Early Exercise Shares. As soon as practicable (but no more than 10 days) following the date that any Early Exercise Shares vest and become nonforfeitable, the Company shall pay the Participant an amount in cash equal to the dividends retained with respect to Early Exercise Shares multiplied by a fraction, the numerator of which is the number of Early Exercise Shares that vested and become nonforfeitable and the denominator of which is the number of Early Exercise Shares received upon the Share Price Accelerated Exercise.

10.           Nontransferability.   The SARs and Early Exercise Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“ Transfer ”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the SARs or Early Exercise Shares is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the SARs or Early Exercise Shares, the Participant’s right to such SARs or Early Exercise Shares shall be immediately forfeited to the Company, and this Award Agreement shall be null and void.

11.           Requirements of Law.   The granting of the SARs and the issuance of shares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The SARs shall be null and void to the extent the grant of the SARs or exercise thereof is prohibited under the laws of the country of the Participant’s residence.

12.           Administration.   This Award Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, to such rules and regulations as the Committee may adopt for administration of the Plan, as well as to any provision in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, shall not be subject to any other provision in such agreement or in any other

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individual agreement (including a Transition and Succession Agreement)). It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.

13.           Continuation of Employment.   This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Company or any of its Affiliates, nor shall this Award Agreement interfere in any way with any right of the Company or any of its Subsidiaries to terminate the Participant’s employment at any time.

14.            Plan; Prospectus and Related Documents; Electronic Delivery.

(a)           A copy of the Plan will be furnished upon written or oral request made to the Director, Global Executive Compensation, Mylan Inc., 1000 Mylan Boulevard, Canonsburg, PA 15317, or at (724) 514-1533.

(b)           As required by applicable securities laws, the Company is delivering to the Participant a prospectus in connection with this Award, which delivery is being made electronically. The Participant can access the prospectus on the Merrill Lynch intranet system. A paper copy of the prospectus may also be obtained without charge by contacting the Human Relations Department at the address or telephone number listed above. By executing this Award Agreement, the Participant shall be deemed to have consented to receive the prospectus electronically.

(c)           By executing this Award Agreement, the Participant agrees and consents, to the fullest extent permitted by law, in lieu of receiving documents in paper format to accept electronic delivery of any documents that the Company may be required to deliver in connection with the SARs and any other Awards granted to the Participant under the Plan. Electronic delivery of a document may be via a Company e-mail or by reference to a location on a Company intranet or internet site to which the Participant has access.

15.           Amendment, Modification, Suspension, and Termination.   The Board of Directors shall have the right at any time in its sole discretion, subject to certain restrictions, to alter, amend, modify, suspend, or terminate the Plan in whole or in part, and the Committee shall have the right at any time in its sole discretion to alter, amend, modify, suspend or terminate the terms and conditions of any Award; provided , however , that no such action shall adversely affect in any material way the Participant’s Award without the Participant’s written consent.

16.           Applicable Law.   The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of law, subject to any provision to the contrary in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)).

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17.           Entire Agreement.   Except as set forth in Section 18 of this Award Agreement, this Award Agreement, the Plan, any provision of the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)) and the rules and procedures adopted by the Committee contain all of the provisions applicable to the SARs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant.

18.           Compensation Recoupment Policy.   Notwithstanding Section 17 of this Award Agreement, the SARs and any Early Exercise Shares or shares of Common Stock delivered upon exercise of the SARs shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to Awards of this type as of the Grant Date.

19.           Section 409A of the Code.   The delivery of shares of Common Stock pursuant to this Award Agreement is intended to comply with Section 409A of the Code, and this Award Agreement shall be interpreted, operated and administered consistent with this intent. Notwithstanding the preceding, the Company makes no representations concerning the tax consequences of this Award Agreement under Section 409A of the Code or any other federal, state, local, foreign or other taxes. Tax consequences will depend, in part, upon the application of the relevant tax law to the relevant facts and circumstances. The Participant should consult a competent and independent tax advisor regarding the tax consequences of this Award Agreement.

20.           Limitation of Liability.   The Participant agrees that any liability of the officers, the Committee and the Board of Directors of the Company to the Participant under this Award Agreement shall be limited to those actions or failure to take action which constitute self dealing, willful misconduct or recklessness.

21.           Agreement to Participate.   By executing this Award Agreement, the Participant agrees to participate in the Plan, be subject to the provisions of this Award Agreement and to abide by all of the governing terms and provisions of the Plan and this Award Agreement, subject to any provision in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, excluding any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)). Additionally, by executing this Award Agreement, the Participant acknowledges that he or she has reviewed the Plan and this Award Agreement, and he or she fully understands all of the rights under the Plan and this Award Agreement, the Company’s remedies if the Participant violates the terms of this Award Agreement, and all of the terms and conditions which may limit the Participant’s eligibility to retain and receive the SARs, Early Exercise Shares and/or shares of Common Stock issued pursuant to the Plan and this Award Agreement, subject

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to any provision in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, excluding any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)).

Please refer any questions regarding the SARs to the Director, Global Executive Compensation, Mylan Inc., 1000 Mylan Boulevard, Canonsburg, PA 15317, or at (724) 514-1533.

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This Award Agreement is executed on behalf of the Company and the Participant, effective as of the Grant Date set forth above.

EXHIBIT A

Performance Vesting Condition

The number of SARs or Early Exercise Shares that vest shall be determined based on the Company’s highest cumulative Adjusted Diluted EPS in any four completed consecutive fiscal quarters during the Performance Period (as certified by the Committee). In the event the highest cumulative Adjusted Diluted EPS in any four completed consecutive fiscal quarters is (i) less than $5.40 per share, 0% of the SARs or Early Exercise Shares shall vest, (ii) equal to $5.40 per share, 50% of the SARs or Early Exercise Shares shall vest, (iii) equal to or greater than $6.00 per share, 100% of the SARs or Early Exercise Shares shall vest and (iv) between $5.40 per share and $6.00 per share, a percentage of the SARs or Early Exercise Shares shall vest based on linear interpolation between the percentage levels set forth in clauses (ii) and (iii) and as shown, solely for purposes of illustration, in the table below.

“ Adjusted Diluted EPS ” means the Company’s non-GAAP adjusted diluted earnings per share for each applicable period, calculated in accordance with Company practice on a consistent basis and as reported in Form 10-Q or 10-K, as applicable.

“ Performance Period ” means the period from January 1, 2014 through December 31, 2018.

Exhibit 10.6

Mylan Inc.

One-Time Special Five-Year Performance-Based

Realizable Value Incentive Program

Performance-Based Restricted Stock Unit Award Agreement

Mylan Inc., a Pennsylvania corporation (the “ Company ”), hereby grants to [ l ] (the “ Participant ”), effective as of [ l ] (the “ Grant Date ”), the performance-based restricted stock unit award (the “ Performance RSUs ”) as set forth in this Award Agreement. The Performance RSUs are subject to the terms and conditions set forth in this Award Agreement and in the Company’s 2003 Long-Term Incentive Plan, as amended (the “ Plan ”). In the event of any inconsistency between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall govern except to the extent specifically set forth herein. Capitalized terms used but not defined in this Award Agreement (including Exhibit A hereto) shall have the meanings ascribed to them in the Plan. Notwithstanding the foregoing, the Performance RSUs shall be subject to any term of any employment agreement between the Company and the Participant that specifically references this Award Agreement (but, for the avoidance of doubt, shall not be subject to any other terms in such agreement or in any other individual agreement (including a Transition and Succession Agreement)).

1.            Principal Terms of the Performance RSUs.

2.           Grant.   The Performance RSUs entitle the Participant, subject to the terms and conditions hereof (including Sections 6 and 7 of this Award Agreement), to receive from the Company after the Final Vesting Date a number of shares of Common Stock equal to (i) the Target Number of Performance RSUs multiplied by (ii) the Performance Multiplier (as defined in Exhibit A) multiplied by (iii) the Share Price Multiplier (as defined in Exhibit A) (the “ End of Performance Period Earned Shares ”). As soon as practicable (but no later than 10 days) following the Final Vesting Date (and in no event later than March 15, 2019), the Company shall issue or transfer the End of Performance Period Earned Shares to the Participant, which shares shall not be subject to any further vesting requirements (including the Service Vesting Condition in Section 6 of this Award Agreement). The Company shall deliver to the Participant a certificate or certificates, or evidence of book entry, with respect to such shares of Common Stock. No fractional shares of Common Stock shall be issued or delivered. Fractional shares of

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Common Stock shall be paid to the Participant in cash. Any Performance RSUs that are not vested after giving effect to this Section 2 on the Final Vesting Date shall be forfeited and shall not be eligible to vest under any other section of this Award Agreement. The Committee shall certify the Performance Multiplier, and shall ensure that the Final Vesting Date occurs, as soon as practicable after the end of the Performance Period (but in no event later than March 15, 2019).

3.           Accelerated Performance Achievement Settlement Event.   In the event that, as of any date prior to the Final Vesting Date, both (i) the closing price of a share of Common Stock on the NASDAQ National Market (“ NASDAQ ”) (or such other exchange on which the Common Stock is then listed) has equaled or exceeded the Maximum Share Value per share on any 10 trading days in any trailing 60 trading day period and (ii) the Performance Multiplier (as defined in Exhibit A) equals 1.00 (an “ Accelerated Performance Achievement Settlement Event ”), a number of Performance RSUs equal to (x) the Target Number of Performance RSUs multiplied by (y) the Share Price Multiplier (as defined in Exhibit A) shall, subject to Sections 6 and 7 of this Award Agreement, become immediately vested as of the end of the day that the later of the foregoing events occurs (the “ Accelerated Performance Achievement Earned Shares ”). As soon as practicable (but no later than 10 days) following the Accelerated Performance Achievement Settlement Event, the Company shall issue or transfer the Accelerated Performance Achievement Earned Shares to the Participant, which shares shall not be subject to any further vesting requirements (including the Service Vesting Condition in Section 6 of this Award Agreement). The Company shall deliver to the Participant a certificate or certificates, or evidence of book entry, with respect to such shares of Common Stock. No fractional shares of Common Stock shall be issued or delivered. Fractional shares of Common Stock shall be paid to the Participant in cash. Any Performance RSUs that are not vested after giving effect to this Section 3 on the date of an Accelerated Performance Achievement Settlement Event shall be forfeited and shall not be eligible to vest under any other section of this Award Agreement.

4.           Change in Control.   In the event of a Change in Control of the Company, a number of Performance RSUs equal to (i) the Target Number of Performance RSUs multiplied by (ii) the Share Price Multiplier (as defined in Exhibit A) shall, subject to Sections 6 and 7 of this Award Agreement, become immediately vested (the “ CIC Earned Shares ”). As soon as practicable (but no later than 10 days) following a Change in Control of the Company, the Company shall issue or transfer the CIC Earned Shares to the Participant (or, as determined by the Committee, such other consideration paid for such number of shares of Common Stock in the Change in Control). No fractional shares of Common Stock shall be issued or delivered. Fractional shares of Common Stock shall be paid to the Participant in cash. Any Performance RSUs that are not vested after giving effect to this Section 4 on the date of a Change in Control of the Company shall be forfeited and shall not be eligible to vest under any other section of this Award Agreement.

5.           No Other Vesting or Settlement.   Subject to any provision to the contrary in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other

3

provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), the Performance RSUs shall not be vested or settled except as provided in Section 2, 3 or 4 of this Award Agreement.

6.           Service Vesting Condition.   Notwithstanding any provisions to the contrary in the Plan, but subject to any provision in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), the vesting of the Performance RSUs shall be subject to the Participant’s continued employment with the Company or its Subsidiaries through (i) in the case of settlement pursuant to Section 2 of this Award Agreement, December 31, 2018, (ii) in the case of settlement pursuant to Section 3 of this Award Agreement, the Accelerated Performance Achievement Settlement Event and (iii) in the case of settlement pursuant to Section 4 of this Award Agreement, the date of the applicable Change in Control (the “ Service Vesting Condition ”).

7.           Expiration and Forfeiture.   Any Performance RSUs that are not settled pursuant to Section 2, 3 or 4 of this Award Agreement shall be forfeited on the Final Vesting Date. Subject to any provision to the contrary in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)), and notwithstanding anything to the contrary in the Plan, in the event the Participant’s employment with the Company or its Subsidiaries terminates for any reason at a time when any outstanding Performance RSUs are unvested, such Performance RSUs shall be immediately forfeited, unless otherwise determined by the Company in its sole discretion.

8.           Rights as Stockholder.   The Participant shall have no rights as a stockholder with respect to the shares of Common Stock covered by the Performance RSUs until the Participant shall become the holder of record with respect to any such shares of Common Stock.

9.           Nontransferability.   The Performance RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“ Transfer ”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the Performance RSUs is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the Performance RSUs, the Participant’s right to such Performance RSUs shall be immediately forfeited to the Company, and this Award Agreement shall be null and void.

10.           Requirements of Law.   The granting of the Performance RSUs and the issuance of shares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Performance RSUs shall be null and void to the extent the grant of the Performance RSUs or settlement thereof is prohibited under the laws of the country of the Participant’s residence.

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11.           Administration.   This Award Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan, as well as to any provision in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, shall not be subject to any other provisions in such agreement or in any other individual agreement (including a Transition and Succession Agreement)). It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant.

12.           Continuation of Employment.   This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Company or any of its Affiliates, nor shall this Award Agreement interfere in any way with any right of the Company or any of its Subsidiaries to terminate the Participant’s employment at any time.

13.           Plan; Prospectus and Related Documents; Electronic Delivery.

(a)          A copy of the Plan will be furnished upon written or oral request made to the Director, Global Executive Compensation, Mylan Inc., 1000 Mylan Boulevard, Canonsburg, PA 15317, or at (724) 514-1533.

(b)          As required by applicable securities laws, the Company is delivering to the Participant a prospectus in connection with this Award, which delivery is being made electronically. The Participant can access the prospectus on the Merrill Lynch intranet system. A paper copy of the prospectus may also be obtained without charge by contacting the Human Relations Department at the address or telephone number listed above. By executing this Award Agreement, the Participant shall be deemed to have consented to receive the prospectus electronically.

(c)          By executing this Award Agreement, the Participant agrees and consents, to the fullest extent permitted by law, in lieu of receiving documents in paper format to accept electronic delivery of any documents that the Company may be required to deliver in connection with the Performance RSUs and any other Awards granted to the Participant under the Plan. Electronic delivery of a document may be via a Company e-mail or by reference to a location on a Company intranet or internet site to which the Participant has access.

14.           Amendment, Modification, Suspension, and Termination.   The Board of Directors shall have the right at any time in its sole discretion, subject to certain restrictions, to alter, amend, modify, suspend, or terminate the Plan in whole or in part, and the Committee shall have the right at any time in its sole discretion to alter, amend, modify, suspend or terminate the terms and conditions of any Award; provided , however , that no such action shall adversely affect in any material way the Participant’s Award without the Participant’s written consent.

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15.           Applicable Law.   The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of law, subject to any provision to the contrary in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)).

16.           Entire Agreement.   Except as set forth in Section 17 of this Award Agreement, this Award Agreement, the Plan, any provision of the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, without giving effect to any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement) and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Performance RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant.

17.           Compensation Recoupment Policy.   Notwithstanding Section 16 of this Award Agreement, the Performance RSUs and shares of Common Stock delivered upon settlement of the Performance RSUs shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to Awards of this type as of the Grant Date.

18.           Section 409A of the Code.   The delivery of shares of Common Stock pursuant to this Award Agreement is intended to comply with Section 409A of the Code, and this Award Agreement shall be interpreted, operated and administered consistent with this intent. Notwithstanding the preceding, the Company makes no representations concerning the tax consequences of this Award Agreement under Section 409A of the Code or any other federal, state, local, foreign or other taxes. Tax consequences will depend, in part, upon the application of the relevant tax law to the relevant facts and circumstances. The Participant should consult a competent and independent tax advisor regarding the tax consequences of this Award Agreement.

19.           Limitation of Liability.   The Participant agrees that any liability of the officers, the Committee and the Board of Directors of the Company to the Participant under this Award Agreement shall be limited to those actions or failure to take action which constitute self dealing, willful misconduct or recklessness.

20.           Agreement to Participate.   By executing this Award Agreement, the Participant agrees to participate in the Plan, be subject to the provisions of this Award Agreement and to abide by all of the governing terms and provisions of the Plan and this Award Agreement , subject to any provision in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt,

6

excluding any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)). Additionally, by executing this Award Agreement, the Participant acknowledges that he or she has reviewed the Plan and this Award Agreement, and he or she fully understands all of the rights under the Plan and this Award Agreement, the Company’s remedies if the Participant violates the terms of this Award Agreement, and all of the terms and conditions which may limit the Participant’s eligibility to retain and receive the Performance RSUs and/or shares of Common Stock issued pursuant to the Plan and this Award Agreement, subject to any provision in the Participant’s employment agreement that specifically references this Award Agreement (but, for the avoidance of doubt, excluding any other provision in such agreement or in any other individual agreement (including a Transition and Succession Agreement)).

Please refer any questions regarding the Performance RSUs to the Director, Global Executive Compensation, Mylan Inc., 1000 Mylan Boulevard, Canonsburg, PA 15317, or at (724) 514-1533.

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This Award Agreement is executed on behalf of the Company and the Participant, effective as of the Grant Date set forth above.

EXHIBIT A

Applicable Multipliers

1.           Performance Multiplier.   The Performance Multiplier as of any date shall be determined based on the Company’s highest cumulative Adjusted Diluted EPS in any four completed consecutive fiscal quarters during the Performance Period (as determined by the Committee). In the event the highest cumulative Adjusted Diluted EPS in any four completed consecutive fiscal quarters is (i) less than $5.40 per share, the Performance Multiplier shall equal 0, (ii) equal to $5.40 per share, the Performance Multiplier shall equal 0.50, (iii) equal to or greater than $6.00 per share, the Performance Multiplier shall equal 1.00 and (iv) between $5.40 per share and $6.00 per share, the Performance Multiplier shall be determined based on linear interpolation between the levels set forth in clauses (ii) and (iii) and as shown, solely for purposes of illustration, in the table below.

2.           Share Price Multiplier.   The Share Price Multiplier as of a relevant settlement date shall be determined based on the percentage of Target Appreciation achieved during the Performance Period, and shall be equal to a fraction, (i) the numerator of which is (x) the Maximum Share Value multiplied by (y) the Value Creation Multiplier and (ii) the denominator of which is (x) the fair market value of a share of Common Stock on the relevant settlement date (as specified below in this Paragraph 2) multiplied by (y) the Target Appreciation. For the avoidance of doubt, in the event that such fair market value on the relevant settlement date is equal to or less than the Baseline Share Value, the Share Price Multiplier shall equal 0. In the event of settlement pursuant to Section 2 or 3 of the Award Agreement, a share of Common Stock shall be deemed to have a fair market value equal to the closing price of shares of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) on, in the case of settlement pursuant to Section 2 of the Award Agreement, the Final Vesting Date or, in the case of settlement pursuant to Section 3 of the Award Agreement, the date of an Accelerated Performance Achievement Event (or, in either case, to the extent such day is not a trading day, the immediately preceding trading day). In the event of settlement pursuant to Section 4 of the Award Agreement, (i) in the event of a Change in Control that involves an acquisition of shares of Common Stock solely for cash, a share of Common Stock shall be deemed to have a fair market value equal to the price to be paid for each share of Common Stock in such Change in Control and (ii) in the case of all other Change in Control transactions, a share of Common Stock shall be deemed to have a fair market value equal to the closing price of shares of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) on the final trading day prior to such Change in Control.

The applicable Share Price Multiplier as of any date, solely for purposes of illustration, is show in the table below.

Notwithstanding the foregoing, in the event the closing price of a share of Common Stock on the NASDAQ (or such other exchange on which the Common Stock is then listed) has equaled or exceeded the Maximum Share Value per share on any 10 trading days in any trailing 60 trading day period prior to the relevant settlement date, the Share Price Multiplier and the Value Creation Multiplier shall, thereafter and for all purposes hereunder, be determined based on the closing price of a share of Common Stock as of the end of such 10th trading day.

3.           Definitions.   For purposes of this Exhibit A, the following terms have the meanings set forth below.

“ Adjusted Diluted EPS ” means the Company’s non-GAAP adjusted diluted earnings per share for each applicable period, calculated in accordance with Company practice on a consistent basis and as reported in Form 10-Q or 10-K, as applicable.

“ Performance Period ” means the period from January 1, 2014 through December 31, 2018.

“ Target Appreciation ” means the excess of the Maximum Share Value over the Baseline Share Value.

“ Value Creation Multiplier ” means the excess of (i) the fair market value of a share of Common Stock (as specified in Paragraph 2 of this Exhibit A) on the Final Vesting Date, the date of an Accelerated Performance Achievement Settlement Event or immediately prior to a Change in Control, as applicable, over (ii) the Baseline Share Value; provided , however , that (x) in the event such fair market value exceeds the Maximum Share Value, such fair market value shall be deemed to be equal to the Maximum Share Value and (y) in the event such fair market value is equal to or less than the Baseline Share Value, the Value Creation Multiplier shall be deemed to equal 0.

Exhibit 10.7

MYLAN INC.

AMENDMENT TO

AMENDED AND RESTATED 2003 LONG-TERM INCENTIVE PLAN

This Amendment (the “ Amendment ”) to the Mylan Inc. Amended and Restated 2003 Long-Term Incentive Plan (the “ Plan ”) is adopted as of the 25th day of February, 2014 by Mylan Inc., a Pennsylvania corporation (the “ Company ”). The Company hereby amends the Plan as follows:

“Except as provided by paragraphs (i) through (iv) of this Section 6.03(e), if a Participant’s employment shall cease by reason of a voluntary or involuntary termination, either with or without cause, any Options and Stock Appreciation Rights held by the Participant that are not exercisable at the date of such termination of employment shall terminate and be cancelled immediately upon such termination, and the Participant may exercise any Options and Stock Appreciation Rights that are exercisable as of the date of such termination at any time, or from time to time, until thirty (30) days after the date of such Participant’s termination of employment.”

All other provisions of the Plan, as amended by the foregoing, shall remain in full force and effect notwithstanding the adoption of this Amendment.

IN WITNESS WHEREOF, the Company has adopted this Amendment as of the date first written above.