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EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: MYLAN INC. | Matrix Laboratories Limited | Rajiv Malik You are currently viewing:
This Executive Employment Agreement involves

MYLAN INC. | Matrix Laboratories Limited | Rajiv Malik

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Date: 5/12/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: mylan inc. , matrix laboratories limited , rajiv malik
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Exhibit 10.6
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 Rajiv Malik (“Executive”).
RECITALS:
     WHEREAS, Executive and Matrix Laboratories Limited, an Indian corporation (“Matrix”), are party to that certain letter of appointment dated July 28, 2005 (the “Matrix Appointment Letter”), relating to Executive’s employment as Chief Executive Officer of Matrix;
     WHEREAS, effective as of January 8, 2007, the Company acquired a controlling interest in Matrix; and
     WHEREAS, the Company wishes to employ Executive as Head of Global Technical Operations of the Company and likewise wishes Executive to serve as acting Chief Executive Officer of Matrix, in each case 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;
     WHEREAS, in connection herewith, the Matrix Appointment Letter will be terminated and superseded by an agreement between Executive and Matrix relating to his service as acting Chief Executive Officer of Matrix;
     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 Global Technical Operations of the Company and as acting Chief Executive Officer of Matrix.
     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 . (a) Best Efforts . During the term of this Agreement, Executive shall devote his full working time and attention to the business and affairs of the Company and its subsidiaries, parents and affiliates (collectively the “Mylan Companies”) and the performance of his duties hereunder, serve Mylan faithfully and to the best of his ability, and use his best efforts to promote the interests of the Mylan Companies. Without limitation, Executive shall travel in connection with his employment in accordance with the reasonable direction of the Chief Executive Officer of the Company, commensurate with the activities of his position with the Company and with Matrix. During the term of this Agreement, Executive agrees to promptly and fully disclose to the Mylan Companies, 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 the Mylan Companies or any business opportunities which otherwise should rightfully be afforded to the Mylan Companies.
     (b)  No Power to Bind in India . Notwithstanding anything to the contrary in this Agreement, Executive shall not be authorized to bind the Company contractually in India or otherwise to make commitments on behalf of the Company in India. While in India, Executive shall not represent or hold out to any person or statutory authority that he is possessed of such authority, and the scope of Executive’s authority and powers in India shall comprise solely in making recommendations in respect of matters, which are assigned to him by the Company, to persons designated and employed by the Company in this behalf. It is understood that no such recommendation of Executive shall be binding on the Company, in any manner whatsoever.
     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 Four Hundred Fifty Thousand Dollars ($450,000), 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 twenty thousand (120,000) shares of Mylan common stock under the 2003 Long-Term Incentive Plan (the “Plan”) in accordance with the following vesting schedule, provided

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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 30,000 shares; on the second anniversary of the date hereof, Executive shall vest in an additional 30,000 shares; on the third anniversary of the date hereof, Executive shall vest in an additional 30,000 shares; and on the fourth anniversary of the date hereof, Executive shall vest in the remaining 30,000 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)  Restricted Stock . On the date hereof, Executive shall also receive a grant of ten thousand (10,000) shares of restricted stock under the Plan, which shares shall vest on the third anniversary of the date hereof, provided that Executive remains employed by Mylan on such date. These options will be subject to all terms of the Plan and the applicable restricted stock award agreement.
     (e)  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, automobile usage and expense reimbursement, 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 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 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;

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     (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 him 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 himself 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. 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 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

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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 his 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 his shares or ownership interest in such manner as he 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 himself 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 se

 
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