Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement
(the “Agreement”) is dated as of January 31, 2007,
by and between Mylan Laboratories Inc. (the “Company”)
and Heather Bresch (“Executive”).
RECITALS:
WHEREAS, the Company wishes to employ
Executive as Head of North American Operations, effective as of the
date hereof, but may be interested in utilizing Executive in other
capacities, in order to avail itself of Executive’s skills
and abilities in light of the Company’s business needs;
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;
Best Efforts . The Company agrees to employ Executive, and
Executive accepts employment by the Company, on the terms and
conditions provided herein. Effective as of the date hereof,
Executive shall serve as Head of North American Operations.
2. Effective Date: Term of
Employment . This Agreement shall commence and be effective as
of the date hereof and shall remain in effect, unless earlier
terminated, or extended or renewed, as provided in Section 9
of this Agreement, through the third anniversary of the date hereof
(the “Third Anniversary”).
3. Performance of Duties;
Best Efforts . During the term of this Agreement, Executive
shall devote her full working time and attention to the business
and affairs of Mylan and the performance of her duties hereunder,
serve Mylan faithfully and to the best of her ability, and use her
best efforts to promote Mylan’s interests. Without
limitation, Executive shall travel in connection with her
employment in accordance with the reasonable direction of the Chief
Executive Officer of the Company, commensurate with the activities
of her position. During the term of this Agreement, Executive
agrees to promptly and fully disclose to Mylan, and not to divert
to Executive’s own use or benefit or the use or benefit of
others, any business opportunities involving any existing or
prospective line of business, supplier, product or activity of
Mylan or any business opportunities which otherwise should
rightfully be afforded to Mylan.
4. Executive’s
Compensation . Executive’s compensation shall include the
following:
(a) Minimum Annual Base
Salary . The Executive’s minimum annual base salary (the
“Minimum Annual Base Salary”) shall be Three Hundred
Fifty Thousand Dollars ($350,000), payable in accordance with the
Company’s normal payroll practices for its
executive officers. The Minimum 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, any other committee
authorized by the Board of Directors or any officer having
authority over executive compensation.
(b) Annual Bonus .
Executive shall have an annual discretionary bonus opportunity of
seventy-five percent (75%) of Executive’s then-current
Minimum Annual Base Salary, to be paid upon satisfaction of certain
criteria established by the Compensation Committee of the Board of
Directors, or by any other committee or officer having authority
over executive compensation.
(c) Non-Qualified Stock
Options; Performance-Based Compensation . On the date hereof,
Executive shall receive non-qualified stock options to purchase one
hundred thousand (100,000) shares of Mylan common stock under the
2003 Long-Term Incentive Plan (the “Plan”) in
accordance with the following vesting schedule, provided that
Executive remains employed by Mylan on the following vesting dates:
on the first anniversary of the date hereof, Executive shall vest
in the first 25,000 shares; on the second anniversary of the date
hereof, Executive shall vest in an additional 25,000 shares; on the
third anniversary of the date hereof, Executive shall vest in an
additional 25,000 shares; and on the fourth anniversary of the date
hereof, Executive shall vest in the remaining 25,000 shares. These
options will be subject to all terms of the Plan and the applicable
stock option agreement. Notwithstanding any term or provision to
the contrary set forth elsewhere herein, Executive shall be
entitled to one hundred percent (100%) vesting of the
above-referenced options in the event Executive resigns for Good
Reason or is Terminated Without Cause, as provided in
Section 9 herein.
(d) Fringe Benefits and
Expense Reimbursement . The Executive shall receive benefits
and perquisites of employment similar to those as have been
customarily provided to the Company’s other executive
officers including but not limited to, health insurance coverage,
short-term disability benefits and twenty (20) 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.
5. 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
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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 the Executive may have with the Company and any
and all rights the Company may have under state or federal statutes
or common law.
6. Non-Competition and
Non-Solicitation . Executive agrees that 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,
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 within North America.
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
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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.
7. 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.
8. Injunctive Relief .
The parties agree that in the event of Executive’s violation
of Sections 5 and/or 6 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 5 and/or 6 of this
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Agreement or any subsection thereunder, the duration of the
restrictions imposed thereby shall be extended for a time period
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