AMENDMENT NO. 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT
THIS
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this
“Amendment”) is made as of this 3
rd day of April, 2006, by and between Mylan
Laboratories Inc., a Pennsylvania corporation (the
“Company”), and Louis J. DeBone
(“Executive”).
WHEREAS,
the Company and Executive are party to that certain Executive
Employment Agreement dated as of July 1, 2004 (the
“Agreement”);
WHEREAS,
the Executive has notified the Company that he plans to retire from
the Company effective as of September 1, 2006;
WHEREAS,
in connection with Executive’s retirement, the Company and
Executive desire to amend the Agreement, effective as of
April 1, 2006, as permitted by Section 15 of the
Agreement, 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:
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1.
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Section 8(a) is hereby amended
to restate the fourth sentence of such subsection in its entirety
as follows:
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“Except
as provided in Section 8(c) and 8(d), the Company shall have no
liability to Executive under this subsection other than that the
Company shall pay Executive’s wages and benefits through the
effective date of Executive’s resignation.”
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2.
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Section 8(b) of the Agreement
is hereby deleted in its entirety and replaced with the
following:
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“Termination for Cause. The Company may
terminate the Executive’s employment for Cause.
“Cause” shall mean: (i) the Executive’s
willful and substantial misconduct with respect to the
Company’s business or affairs; (ii) the
Executive’s gross neglect of duties, or (iii) the
Executive’s conviction of any felony, which, in the case of
clauses (i) and (ii) of this definition, has not been
cured within 30 days after a written demand for substantial
performance is delivered to the Executive by the Board, which
demand specifically identifies the manner in which the Board
believes that the Executive has engaged in conduct that constitutes
Cause under this Agreement. For purposes of clauses (i) and
(ii) of this definition, (x) no act, or failure to act,
on the Executive’s part shall be deemed “willful”
unless done, or omitted to be done, by the Executive not in good
faith and without reasonable belief that the Executive’s act,
or failure to act, was in the best interest of the Company (y) no
termin
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