This Agreement
(“Agreement”) is made by and between Milan Puskar
(“Mr. Puskar”) and Mylan Inc. (the
“Company”) (collectively referred to as the
“Parties” or individually referred to as a
“Party”), as of September 22, 2009.
WHEREAS, the
Parties agree that Mr. Puskar will cease serving on the Board
of Directors (the “Board”) of the Company on or before
September 30, 2009 (the “Separation
Date”).
WHEREAS, in light
of Mr. Puskar’s extensive knowledge and expertise and
his longstanding association with the Company as an executive and a
Board member, the Company desires to retain Mr. Puskar in a
consulting capacity in accordance with this Agreement.
WHEREAS, in
recognition of Mr. Puskar’s commitment and service to
the Company and to establish the terms for a consulting
relationship, Mr. Puskar and the Company desire to set forth
herein their respective rights and obligations in connection with
Mr. Puskar ceasing to serve on the Board of the Company and in
connection with his future consulting services.
NOW, THEREFORE, in
consideration of the mutual promises made herein and intending to
be legally bound hereby, the Company and Mr. Puskar hereby
agree as follows:
1.
Resignation from Board . Mr. Puskar shall cease serving
on the Board on or before the Separation Date.
2.
Consulting Services; Other Payments . Subject to compliance
with all the terms of this Agreement:
(a)
Consulting Fees . Mr. Puskar shall provide such
consulting services to the Company as the Chief Executive Officer
of the Company shall reasonably request and at such times and at
such locations that are mutually agreeable to Mr. Puskar and
the Company; provided , however , that such
consulting services to be provided by Mr. Puskar shall not
unreasonably interfere with Mr. Puskar’s other business
and personal commitments. In exchange for providing such consulting
services during the Consulting Period, Mr. Puskar shall
receive a payment of $500,000 on the Separation Date and twelve
additional monthly payments of $125,000, payable in accordance with
the Company’s normal payroll practices. Mr. Puskar is
and shall be an independent contractor with respect to the Company
for all purposes. Nothing herein shall be deemed to create an
employer-employee relationship between the Company or any of its
affiliates and Mr. Puskar.
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(b)
Retirement Benefit Agreement . The Company shall continue to
pay to Mr. Puskar amounts and provide to Mr. Puskar
benefits owed to him by the Company under Articles III and V.A of
the Retirement Benefit Agreement entered into between the Parties,
dated January 27, 1995, as amended to date (the
“Retirement Benefit Agreement”).
(c)
Continued Benefits. Following the Separation Date,
Mr. Puskar and his dependents shall continue to be eligible
for coverage under the Company’s health plans in accordance
with the provisions of the Company’s Supplemental Health
Insurance Program for Certain Officers of Mylan Inc., as applicable
to Mr. Puskar.
(d)
Equity . All long-term equity incentive awards (including
restricted stock units and stock options) granted to
Mr. Puskar that are outstanding as of the Separation Date
(“Eligible Awards”) will become vested as of the
Separation Date, (ii) any Eligible Award which is a stock
option shall remain outstanding and exercisable for the remainder
of its term, and (iii) any Eligible Award which is a
restricted stock unit shall be settled in accordance with the terms
of the applicable award agreement.
(e)
Automobile. On or as soon as practicable following the
Separation Date, the Company shall transfer to Mr. Puskar (for
no additional consideration) the title to the automobile currently
provided by the Company to Mr. Puskar for his use.
(f)
Administrative Assistance . From the date hereof through the
Separation Date, the Company shall continue to provide
Mr. Puskar with the use of an office and administrative
assistance. Following the Separation Date, the Company shall
provide up to 16 hours per week of administrative assistance by a
Company employee at Mr. Puskar’s home office in
Morgantown, West Virginia or such other location as is mutually
agreed by the Parties.
3.
Payment of Fees and Receipt of All Benefits .
Mr. Puskar acknowledges and represents that, other than the
consideration set forth in this Agreement, the Company has paid or
provided all fees, reimbursable expenses, and any and all other
benefits and compensation due to Mr. Puskar by the Company and
its affiliates.
4.
Release of Claims . In exchange for the payments and
benefits contained in Section 2(a), 2(d), and 2(e) of this
Agreement, Mr. Puskar, on behalf of himself and his heirs,
executors, administrators, successors and assigns, hereby agrees to
execute (and not revoke) the release of claims attached to this
Agreement as Schedule A (the “Release”) within
five days following the Separation Date (the date on which the
release becomes irrevocable, the “Release Effective
Date”).
5.
Cooperation . Prior to the Separation Date, Mr. Puskar
will cooperate in full with the Company to effect a smooth and
effective transition to whomever will succeed Mr. Puskar. In
addition, Mr. Puskar hereby agrees that he will cooperate
reasonably, at such times as do not interfere materially with
Mr. Puskar’s business or personal obligations, with any
Releasees (as defined in the Release) and/or their advisors in
connection with any matter that could give rise to any liability to
a Releasee or their respective directors, officers or employees,
including without limitation the conduct of any inquiry,
examination, audit, investigation, correspondence,
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negotiation,
dispute, appeal or litigation. Such cooperation shall include
without limitation providing reasonable assistance to the
directors, officers, employees and representatives of the relevant
Releasees during usual business hours, subject to provision of
reasonable notice. The Company shall reimburse Mr. Puskar for
all reasonable expenses and costs related to providing such
assistance, subject to appropriate documentation thereof. Nothing
in this provision is intended to prohibit Mr. Puskar from
providing complete and truthful testimony pursuant to any lawfully
issued subpoena, court order, discovery demand or similar legal
process.
6. Trade
Secrets and Confidential Information/Company Property;
Inquiries . Prior to the Separation Date, Mr. Puskar will
return all documents and other items provided to Mr. Puskar by
the Company, developed or obtained by Mr. Puskar in connection
with his service to the Company, or otherwise belonging to the
Company, including but not limited to the personal computer(s),
Blackberry, and any and all documents or electronic files.
Mr. Puskar further represents that he has not misused or
disclosed and will not misuse or disclose any of the
Company’s confidential, proprietary, or trade secret
information to any unauthorized party. Furthermore, Mr. Puskar
will abide by Mylan’s external communication policy, such
that in the event Mr. Puskar receives any media, financial
community or other third-party inquiries regarding the Company, he
will not respond (nor will he initiate any such contact) and will
promptly notify the Company’s Global Public Affairs
Department at 724.514.1968 or gpa@mylan.com.
7. No
Cooperation . Mr. Puskar agrees that he will not knowingly
encourage, counsel, or assist any attorneys or their clients in the
presentation or prosecution of any disputes, differences,
grievances, claims, charges, or complaints by any third party
against any of the Releasees, unless under a subpoena or other
court order to do so or as otherwise required by law.
Mr. Puskar agrees both to immediately notify the Company upon
receipt of any such subpoena or court order, and to furnish, within
three (3) business days of its receipt, a copy of such
subpoena or other court order. If approached by anyone for counsel
or assistance in the presentation or prosecution of any disputes,
differences, grievances, claims, charges, or complaints against any
of the Releasees, Mr. Puskar shall state no more than that he
cannot provide counsel or assistance.
8.
Non-disparagement . Unless compelled to testify as a matter
of law, Mr. Puskar agrees to refrain from any disparaging
statements, including but not limited to statements that amount to
libel or slander, about the Company, its subsidiaries and
affiliated companies, and/or any of its or their employees,
officers, or directors, and/or any of the other Releasees
including, without limitation, the business, products,
intellectua
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