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AMENDMENT NO. 2 TO
RETIREMENT BENEFIT AGREEMENT
THIS
AMENDMENT TO THE RETIREMENT BENEFIT AGREEMENT (this
“Amendment”) by and between Mylan Inc. (the
“Company”) and Edward J. Borkowski
(“Executive”), is made as of December 22,
2008.
WHEREAS,
the Company and Executive are parties to that certain Retirement
Benefit Agreement dated as of December 31, 2004 and amended on
April 3, 2006 (the “Agreement”); and
WHEREAS,
the Company and Executive wish to further amend the Agreement as
set forth below to comply with Section 409A of the Internal
Revenue Code;
NOW,
THEREFORE, the Agreement is hereby amended as follows:
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1.
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Sections 3.2 and 4.2 of the
Agreement are hereby deleted in their entirety and Section 4.3
is hereby renumbered as Section 4.2.
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2.
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The
last sentence of Section 7.1 of the Agreement is hereby
deleted and replaced with the following:
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In no case
shall Executive be required to devote in excess of twenty
(20) hours a month to the provision of consulting services
hereunder; provided , further , that the level of
consulting services provided by Executive to the Company shall be
not more than 20% of the average level of services provided by
Executive to the Company over the thirty-six month period preceding
Executive’s Retirement.
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3.
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Section X of the Agreement is
hereby deleted in its entirety and replaced with the
following:
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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 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 her
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