AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.9

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of the 15th day of July 2008, between Barr Laboratories, Inc., a Delaware corporation having its principal executive offices at 225 Summit Avenue, Montvale, New Jersey 07645-1523 (the “ Company ”), and Timothy B. Sawyer (the “ Employee ”).

WITNESSETH:

     WHEREAS, the Company and the Employee entered into an employment agreement dated as of May 12, 2004, which was amended and restated as of August 19, 2005 (as so amended and restated, the “ Prior Agreement ”);

     WHEREAS, the Company and the Employee wish to amend and restate the Prior Agreement;

      WHEREAS, the Company wishes to assure itself of the services of the Employee and provide an inducement for the Employee to remain in its employ; and

      WHEREAS, the Employee is willing to remain in the employ of the Company on the terms and conditions hereafter set forth.

     NOW, THEREFORE, the Company and the Employee hereby agree that, effective as of the date first stated above, the Prior Agreement is amended and restated in its entirety to read as follows:

     1.  Employment . The Company agrees to employ the Employee, and the Employee agrees to serve in the employ of the Company, during the term of this Agreement on the terms and conditions hereafter set forth.

     2.  Term . The term of this Agreement shall commence on July 15th, 2008 (the “ Commencement Date ”) and shall terminate at 5 P.M. on December 31, 2009 unless sooner terminated in accordance with the terms of this Agreement or extended as hereinafter provided. The term of this Agreement shall be extended, without further action by the Company or the Employee, on the date (the “ Extension Effective Date ”) that is six (6) months before December 31, 2009 and on the date (also an “ Extension Effective Date ”) that is six (6) months before each subsequent December 31, for successive periods of twelve (12) months each, unless the Company, BPI or an Affiliate shall have given written notice to the Employee, or the Employee shall have given written notice to the Company, in the manner set forth in paragraph 13(e) or (f) below, prior to the Extension Effective Date in question, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be.

     3.  Position and Responsibilities; Place of Performance .

          (a) Throughout the term of this Agreement, the Employee agrees to serve in the employ of the Company, and the Company agrees to employ the Employee, as its Executive Vice President, Global Generic Sales and Marketing, reporting to the Chief Executive Officer of the Company (the “ CEO ”). As the Company’s Executive Vice President, Global Generic Sales

and Marketing, the Employee shall have responsibility for the day-to-day conduct of, the Company’s generic commercial sales and marketing activities in North America, and the sales and marketing of all products outside of North America, maintaining relationships with Company customers, and identifying and evaluating potential business development activities to complement generic business strategies globally, and shall be responsible for managing and supervising all local functions reporting directly to the Country Managers in local markets, subject to the authority of BPI’s Board of Directors (the “ Board ”) and the CEO, and shall perform such other reasonable duties, consistent with the position of Executive Vice President, Global Generic Sales and Marketing, as may lawfully be assigned to the Employee by the Board or the CEO.

          (b) In connection with the Employee’s employment by the Company, the Employee shall be based at the Company’s European headquarters in Zagreb, Croatia for the duration of his international assignment, and thereafter, at the principal executive offices of the Company in the greater New York City metropolitan area, including Montvale, New Jersey, and the Employee agrees to travel, to the extent reasonably necessary to perform the Employee’s duties and obligations under this Agreement, to Company facilities and other destinations elsewhere at the Company’s expense.

          (c) During the term of this Agreement, the Employee shall serve the Company on an exclusive basis (it being understood that the Employee’s engaging in activities on behalf of BPI or an Affiliate shall be deemed serving the Company for this purpose) and shall devote all the Employee’s business time, attention, skill and efforts to the faithful performance of the Employee’s duties hereunder; provided that the Employee may engage in community service and charitable activities or such other activities as approved by the CEO, the CEO of BPI and the Board that do not materially interfere with the performance of the Employee’s duties and responsibilities hereunder.

     4.  Compensation . For all services rendered by the Employee in any capacity during the term of this Agreement, and for the Employee’s undertakings with respect to confidential information, non-solicitation and disparaging remarks set forth in Sections 6 and 7 below, the Employee shall be entitled to the following:

          (a) a salary, payable in installments not less frequent than monthly, at the annual rate of four hundred and seventy-five thousand dollars ($475,000), with such increases in such rate, if any, as the Board or a committee of the Board may approve from time to time during the term of this Agreement in accordance with the Company’s regular administrative practices applicable to senior officers from time to time during the term of this Agreement (the Employee’s annual salary rate as increased from time to time during the term of this Agreement being hereafter referred to as the “ Base Salary ”);

          (b) participation in the Company’s annual executive incentive or bonus plan as in effect from time to time, with the opportunity to receive, for each fiscal year of the Company that begins or ends during the term of this Agreement, a target award of fifty percent (50%) of the Base Salary earned during such year (or such higher amount as the Board or a committee of the Board may determine, in its discretion, up to a maximum of the lesser of (i) one hundred percent (100%) of Base Salary earned during such year or (ii) three percent (3%) of the Company’s pre-tax and pre-bonus net operating income for such year), in accordance with the

terms and conditions of such incentive or bonus plan, it being understood that any award for the fiscal year of the Company in which the term of this Agreement terminates pursuant to the terms hereof shall be prorated based on the portion of such fiscal year that coincides with the term of this Agreement and shall be made at the same time as awards (if any) are made to other participants with respect to such fiscal year. The Company will pay the Employee’s annual incentive bonus for each year at the same time as annual incentive bonus payments for such year (if any) are made to other participants with respect to such fiscal year, and in all events within the two and one half (2 ¹ / 2 ) months following the end of the calendar year in which the bonus is earned. Annual incentive bonuses are intended to qualify for the short-term deferral exception to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”);

          (c) participation in the stock incentive plan applicable to Company officers as from time to time in effect, subject to the terms and conditions of such plan;

          (d) the business and personal use of an automobile at Company expense including, without limitation, payment or reimbursement of automobile insurance and maintenance expenses, or a cash allowance in lieu thereof, in accordance with the Company’s automobile policy applicable to similarly situated senior officers; and

          (e) participation in all health, welfare, savings and other employee benefit and fringe benefit plans (including vacation pay plans or policies and life and disability insurance plans) in which other senior officers of the Company participate during the term of this Agreement, subject in all events to the terms and conditions of such plans as in effect from time to time. Nothing in this paragraph (e) shall preclude the Company, BPI or an Affiliate from amending or terminating any such plan at any time prior to a Change in Control or Potential Change in Control. The plans covered by this paragraph (e) shall not include the annual incentive or stock incentive plans, which are covered by paragraphs (b) and (c) above.

          (f) notwithstanding the foregoing, during the Employee’s international expatriate assignment, Employee shall participate in all employee benefit and fringe benefit programs, including without limitation, living allowances, car allowances, and tax equalization benefits, as applicable, as are provided pursuant to the Company’s expatriate benefit program available to similarly situated executives of the Company and shall have such benefits and additional terms and conditions of employment during Employee’s international expatriate assignment as are set forth in Employee’s Expatriate Agreement, which is hereby incorporated by reference. Upon return to the United States, the provisions of section (d) and (e) shall govern, and Employee shall participate in benefits available to similarly situated U.S. executives.

     5.  Termination of Employment .

          (a)  Termination by the Company, BPI or an Affiliate without Good Cause or by the Employee for Good Reason; Non-Renewal Termination .

     (i) If the Employee’s employment with the Company is terminated by the Company, BPI or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with paragraph 13(d) below) when the Employee is willing and able to continue performing service, or is terminated by the Employee for Good Reason, in either case during the term of this

Agreement and other than at the expiration of the term of this Agreement as the same may have been extended in accordance with the provisions of Section 2 above (any such employment termination being hereafter referred to as a “ Compensable Termination ”), the Company shall pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination and, in addition, subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, non-solicitation and disparaging remarks, the Company shall, as liquidated damages or severance pay or both (whichever characterization(s) will serve to validate the payments), and as additional consideration for the Employee’s undertakings under Sections 6 and 7 below, pay the Employee the following:

     (A) the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (2 ¹ / 2 ) months of the fiscal year in which the Compensable Termination occurs. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, in the event a Change in Control or Potential Change in Control (as defined in Section 11 below) occurred before the Compensable Termination, consistent with the bonus determinations with respect to the Employee prior to the Change in Control or Potential Change in Control. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Change in Control or Potential Change in Control, the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Vice Presidents before the Compensable Termination or, if applicable, before the Change in Control or Potential Change in Control; and

     (B) a prorated annual bonus for the fiscal year of the Company in which the Compensable Termination occurs, payable at the same time as bonuses (if any) for such fiscal year are paid to other officers, and in all events within the first two and one half (2 ¹ / 2 ) months of the fiscal year following the fiscal year in which the Compensable Termination occurs. Such prorated annual bonus shall be determined by multiplying the “Applicable Average Bonus” as defined below in this subparagraph 5(a)(i)(B) by 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 Compensable Termination occurs and the denominator of which shall be the number three hundred sixty-five (365). For purposes of this Agreement, the “ Applicable Average Bonus ” means the highest of (I) the average annual bonus (including any portion of the bonus that is deferred) awarded to the Employee during the three (3)-year period immediately preceding the

Compensable Termination or, if the Employee was employed by the Company for less than three (3) years before the Compensable Termination, during the period of the Employee’s employment by the Company prior to the Compensable Termination (annualizing any bonus awarded for less than a full year of employment), (II) the average annual bonus (including any portion of the bonus that is deferred) awarded to the Employee during the three (3) fiscal years of the Company that precede the fiscal year in which the Compensable Termination occurs or during the portion of such three (3) fiscal years in which the Employee was employed by the Company (annualizing any bonus awarded for less than a full year of employment); provided that, if the Compensable Termination occurs after a Change in Control or Potential Change in Control, the Applicable Average Bonus shall not be less than the average annual bonus (including any portion of the bonus that is deferred) awarded to the Employee during the three (3) years preceding the date on which the Change in Control or Potential Change in Control occurred or during the portion of such three (3) years in which the Employee was employed by the Company (annualizing any bonus awarded for less than a full year of employment); or (III) the Employee’s target bonus (based on the greatest of (i) the Employee’s target bonus percentage and Base Salary rate as specified in Section 4 above, (ii) the Employee’s approved target bonus percentage and Base Salary rate in effect on the date of the Compensable Termination, or (iii) the Employee’s approved target bonus percentage and Base Salary rate in effect on the date of notice of such Compensable Termination, whichever is greater); and

     (C) an amount of money (the “ Severance Payment ”) equal to two (2) times the Employee’s “Annual Cash Compensation” as hereafter defined, unless the Severance Payment is payable solely on account of the Employee’s resignation for Good Reason pursuant to subparagraph 5(d)(v) below (relating to the Company, BPI or an Affiliate giving the Employee notice of non-extension), in which case the Severance Payment shall be equal to one and one-quarter (1 ¹ / 4 ) times the Employee’s “Annual Cash Compensation” as hereafter defined. Except as otherwise provided hereafter in this subparagraph 5(a)(i)(C) and Section 14, seventy-five percent (75%) of the Severance Payment shall be paid in a lump sum within ten (10) days after the date of the Compensable Termination. The twenty-five percent (25%) balance of the Severance Payment shall be paid in six (6) equal monthly installments, one (1) of which shall be paid at the end of each of the first six (6) months after the date of the Compensable Termination, provided, in the case of each of such six (6) installments, that the Employee has not accepted full-time or regular part-time employment with or regularly served as a consultant to a for-profit pharmaceutical company prior to the date for payment of such installment, it being understood and agreed that the foregoing condition shall not be violated by the Employee’s serving as a member of a board of directors of a for-profit pharmaceutical company or by his/her performing consulting services on an ad hoc basis for such a company. If a Change in Control occurs that is a “change in control event” within the meaning of Code Section 409A and Treasury Regulation §1.409A-3(i)(5)(i) (or any similar or successor provisions) (either before or after the Compensable Termination and in accordance with Treasury Regulation §1.409A-3(c)), the Severance Payment (or, in the case of such a

“change in control event” that occurs after the Compensable Termination, any portion thereof that remains unpaid at the time such “change in control event” occurs) shall be paid in a lump sum within ten (10) days after the Compensable Termination (or, in the case of such a “change in control event” that occurs after the Compensable Termination, within ten (10) days after the “change in control event” occurs), and the two (2) preceding sentences of this subparagraph shall not apply. For twenty-four (24) months following a Compensable Termination, the Company shall also provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives. For purposes of this Section 5, the Employee’s “ Annual Cash Compensation ” shall mean the sum of (I) the Employee’s highest Base Salary ( i.e., one (1) year’s salary at its highest rate), plus (II) the “Applicable Average Bonus” as defined in subparagraph 5(a)(i)(B) above.

     (ii) If the term of this Agreement as the same may have been extended in accordance with the provisions of Section 2 above is not extended or further extended because the Company, BPI or an Affiliate gives written notice of non-extension to the Employee as provided in Section 2 above, and there is not Good Cause for termination of the Employee’s employment at the time of giving such notice, and the Employee does not thereafter resign for Good Reason during the term of this Agreement as permitted by paragraph 5(d)(v) below, and the Employee is willing and able to renew or execute a new agreement providing terms and conditions substantially similar to those in this Agreement and to continue providing such services, then the Company shall pay the Employee, subject to fulfillment by the Employee of the Employee’s obligations under this Agreement during the balance of the term and the Employee’s compliance with the provisions of Sections 6 and 7 below, relating to confidential information, non-solicitation and disparaging remarks, as non-renewal compensation, and as additional consideration for the Employee’s undertakings under this Agreement, including Sections 6 and 7 below, an amount of money (the “ Non-Renewal Payment ”) equal to one and one-quarter (1 ¹ / 4 ) times the Employee’s Annual Cash Compensation as defined in subparagraph 5(a)(i)(C) above, in addition to any other amounts to which the Employee may be entitled hereunder (including without limitation the Employee’s annual bonus pursuant to paragraph 4(b) above for the fiscal year of the Company in which the Employee’s employment terminates and any amounts to which the Employee may be entitled under Section 8, 9 or 10 below) or by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated before the Employee’s employment terminated. Except as otherwise provided hereafter in this subparagraph 5(a)(ii), seventy-five percent (75%) of the Non-Renewal Payment shall be paid in a lump sum within ten (10) days after the date on which the Employee’s employment terminates, subject to paragraph 5(f) and Section 14. The twenty-five percent (25%) balance of the Non-Renewal Payment shall be paid in six (6) equal monthly installments one (1) of which shall be paid at the end of each of the first six (6) months after the date on which the Employee’s employment terminates. If a Change in Control occurs that is a “change in control event” within the meaning of Code Section 409A and Treasury Regulation §1.409A-3(i)(5)(i) (or any similar or successor provisions) (either before or after the Employee’s termination and in accordance with

Treasury Regulation §1.409A-3(c)), the Non-Renewal Payment (or, in the case of such a “change in control event” that occurs after the Employee’s termination, any portion thereof that remains unpaid at the time such “change in control event” occurs) shall be paid in a lump sum within ten (10) days after the date on which the Employee’s employment terminates (or, in the case of such a “change in control event” that occurs after the Employee’s termination, within ten (10) days after the “change in control event” occurs), and the two (2) preceding sentences of this subparagraph shall not apply. For twenty-four (24) months following the Employee’s termination, the Company shall also provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives.

     (iii) The foregoing provisions of (including any payments under) this paragraph 5(a) shall be in lieu of any severance pay that may be payable under any plan or practice of the Company, any other Subsidiary or Affiliate, or BPI (as such terms are defined in Section 11 below), or by law (including the WARN Act or any similar state or foreign law), but shall be in addition to (and not in lieu of) any payments to which the Employee may be entitled under Sections 8, 9 and 10 below. Subparagraphs 5(a)(i)(C) and 5(a)(ii) above are intended to be mutually exclusive, and in no event shall such subparagraphs, either individually or collectively, be construed to require the Company to pay an amount of money in excess of two (2) times the Employee’s Annual Cash Compensation under such subparagraphs, either individually or collectively, in addition to continuation coverage under the Company’s group health plan(s) covering similarly situated executives provided by the Company to the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, for twenty-four (24) months.

     (iv) The Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement (including but not limited to any payment provided for above in this paragraph 5(a)) by seeking other employment or otherwise, nor shall any compensation earned by the Employee in other employment or otherwise reduce the amount of any payment or benefit provided for in this Agreement, except as provided in subparagraphs 5(a)(i)(C) and 5(a)(ii) above.

     (v) A Compensable Termination shall not include a termination of employment by reason of the Employee’s death.

          (b)  Termination by the Company, BPI or an Affiliate for Good Cause or by the Employee without Good Reason . If, during the term of this Agreement, the Employee’s employment by the Company is terminated by the Company, BPI or an Affiliate for Good Cause or by the Employee without Good Reason, the Employee shall not be entitled to receive any compensation under Section 4 above accruing after the date of such termination or any payment under paragraph 5(a) above. However, any obligations of the Company under Sections 8, 9 and 10 shall not be affected by such termination of employment. The provisions of this paragraph 5(b) shall be in addition to, and not in lieu of, any other rights and remedies the Company may have at law or in equity or under any other provision of this Agreement in respect of such termination of employment. However, if during the term of this Agreement the Employee’s employment is terminated by the Employee without Good Reason and the Employee gives the Company at least one hundred twenty (120) days’ advance notice of such termination, then the

Employee shall not have any obligation or liability under this Agreement on account of such termination of employment, but the Employee’s obligations under Section 6 and 7 hereof shall not be affected by such termination of employment.

          (c)  Good Cause Defined . For purposes of this Agreement, the Company, BPI and the Affiliates shall have “ Good Cause ” to terminate the Employee’s employment by the Company during the term of this Agreement only if:

     (i) (A) the Employee fails to substantially perform the Employee’s duties hereunder for any reason or to devote substantially all the Employee’s business time exclusively to the affairs of the Company (including Company activities on behalf of the other Affiliates or BPI), other than by reason of a medical condition that prevents the Employee from substantially performing the Employee’s duties hereunder even with a reasonable accommodation by the Company, and (B) such failure is not discontinued within a reasonable period of time, in no event to exceed thirty (30) days, after the Employee receives written notice from the Company, BPI or an Affiliate of such failure; or

     (ii) the Employee commits an act of dishonesty resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, BPI or an Affiliate, or engages in conduct that constitutes a felony in the jurisdiction in which the Employee engages in such conduct; or

     (iii) the Employee is grossly negligent or engages in willful misconduct or insubordination in the performance of the Employee’s duties hereunder; or

     (iv) the Employee materially breaches the Employee’s obligations under Section 6 or paragraph 7(a) below, relating to confidential information and non-solicitation.

     In addition, the Employee’s employment shall be deemed to have terminated for Good Cause if, after the Employee’s employment has terminated, facts and circumstances arising during the course of the Employee’s employment are discovered that would have justified a termination for Good Cause under subparagraphs 5(c)(ii) or (iv) above.

     Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding, the Company, BPI and the Affiliates shall not have “Good Cause” to terminate the Employee’s employment within three (3) years after a Change in Control or Potential Change in Control (as such terms are defined in Section 11 below) unless (A) the Employee’s act or omission is willful and has a material adverse effect upon the Company, BPI or an Affiliate, (B) the Board gives the Employee (I) written notice warning of its intention to terminate the Employee for Good Cause if the specified act or omission alleged to constitute Good Cause is not discontinued and, if curable, cured, and (II) a reasonable opportunity after receipt of such written notice, but in no event less than two (2) weeks, to discontinue and, if curable, cure the conduct alleged to constitute Good Cause, and (C) the Employee fails to discontinue and, if curable, cure the act or omission in question; provided that clauses (B) and (C) of this sentence shall not apply with respect to conduct on the part of the Employee that constitutes a felony in the jurisdiction in which the Employee engages in such conduct, and, provided further, that this sentence shall not apply to

conduct involving moral turpitude. For all purposes of this Agreement, no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee intentionally and in bad faith ( i.e. , without reasonable belief that the Employee’s action or omission was in furtherance of the interests of the Company, BPI or a Subsidiary or Affiliate).

          (d)  Good Reason Defined . For purposes of this Agreement, the Employee shall have “ Good Reason ” to terminate employment during the term of this Agreement only if:

     (i) the Company fails to pay or provide any amount or benefit that the Company is obligated to pay or provide under Section 4 above or Section 8, 9, or 10 below and the failure is not remedied within thirty (30) days after the Company receives written notice from the Employee of such failure; or

     (ii) the Employee is assigned duties, responsibilities, or reporting relationships not contemplated by Section 3 above without the Employee’s consent, or the Employee’s duties or responsibilities or power or authority contemplated by Section 3 above are limited in any respect materially detrimental to the Employee, and in either case the situation is not remedied within thirty (30) days after the Company receives written notice from the Employee of the situation; or

     (iii) the Employee is removed from, or not elected or reelected to, the office, title or position of Executive Vice President, Global Generic Sales and Marketing of the Company, and the Company, BPI and the Affiliates do not have Good Cause for doing so; or

     (iv) during the Employee’s international assignment, the Company, BPI or an Affiliate relocates the Employee’s office outside of the Company’s European headquarters in Zagreb, Croatia without the Employee’s written consent (given in a personal rather than representative capacity) and the situation is not remedied within thirty (30) days after the Company receives written notice from the Employee of the situation, or, following such international assignment, the Company, BPI or an Affiliate relocates the Employee’s office outside of either the Company’s principal executive offices or the greater New York City metropolitan area without the Employee’s written consent (given in a personal rather than representative capacity) and the situation is not remedied within thirty (30) days after the Company receives written notice from the Employee of the situation; or

     (v) the Company, BPI or an Affiliate gives the Employee written notice, in the manner set forth in paragraph 13(f) below, prior to any Extension Effective Date, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be; provided that the giving of such written notice to the Employee shall constitute Good Reason only if and when the Employee shall have performed such of the Employee’s duties and responsibilities for such period of time, in no event to exceed ninety (90) days after the giving of such notice, as the CEO, another officer to whom the Employee reports in accordance with paragraph 3(a) above, or the Board, may reasonably request in writing to transition the Employee’s duties and responsibilities; or

     (vi) a Change in Control occurs and as a result thereof either (A) equity securities of BPI cease to be publicly-traded, or (B) the Employee is not elected or designated to serve as the sole Executive Vice President, Global Generic Sales and Marketing of the Company or its survivor in the Change in Control; or

     (vii) a Change in Control or Potential Change in Control occurs and (A) the dollar value of the stock optioned to the Employee annually thereafter is less than the average annual dollar value of the stock that was optioned to the Employee during the four (4) years prior to the Change in Control or Potential Change in Control, or (B) the material terms of such options (including without limitation vesting schedules) are less favorable to the Employee than the material terms of the options that were granted to the Employee during the four (4) years prior to the Change in Control or Potential Change in Control, and in either case (A) or (B) the situation is not remedied within thirty (30) days after the Company receives written notice from the Employee of the situation. For purposes of (A) and (B) of this subparagraph 5(d)(vii), if free-standing stock appreciation rights are granted to the Employee, the stock subject to such rights shall be considered stock that is optioned to the Employee, and if alternative stock appreciation rights (a/k/a tandem stock appreciation rights) are granted to the Employee, the stock appreciation rights shall be considered terms of the options to which they are alternative/tandem; or

     (viii) the Company or a Permitted Assignee attempts to assign any of its rights or obligations under this Agreement other than in accordance with paragraph 13(d) below and does not remedy the situation within thirty (30) days after the Company receives written notice from the Employee of the situation; or

     (ix) the Company, BPI or any Subsidiary or Affiliate materially breaches the terms of this Agreement.

     In no event shall the Employee’s continued employment after any of the foregoing constitute the Employee’s consent to the act or omission in question, or a waiver of the Employee’s right to terminate employment for Good Reason hereunder on account of such act or omission, except as provided in the following sentence. With respect to any act, omission, or occurrence that is alleged to occur after the Commencement Date and prior to a Change in Control or Potential Change in Control, the Employee must provide the Company with written notice of any one (1) or more of the conditions set forth in this definition of Good Reason within six (6) months of the initial existence of the condition for such condition to constitute Good Reason. Such notice shall not excuse the Employee from continuing to perform the duties and responsibilities assigned to the Employee until such time as the Employee terminates employment. Notwithstanding the foregoing, this notice requirement shall not apply to acts or omissions alleged to constitute Good Reason that arise after a Change in Control or Potential Change in Control.

          (e)  Disability

     (i) Notwithstanding any provision of this Agreement to the contrary, (A) if during the term of this Agreement as the same may be extended from time to time pursuant to Section 2 above, a medical condition prevents the Employee, even with a reasonable accommodation by the Company, from substantially performing the

Employee’s duties hereunder (it being understood that a transitory illness, such as a cold or flu, that prevents the Employee from substantially performing the Employee’s duties hereunder during a brief period is not such a medical condition), then until the date, if any, on which the Employee recovers from such medical condition (the “ Evaluation Period ”), the Company may terminate the Employee’s employment only pursuant to subparagraph 5(e)(ii) below (a “ Disability Termination ”) or for willful misconduct constituting Good Cause under paragrap