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AMENDMENT NO. 3 TO
TRANSITION AND SUCCESSION AGREEMENT
THIS
AMENDMENT TO THE TRANSITION AND SUCCESSION AGREEMENT (this
“Amendment”) by and between Mylan Inc. (the
“Company”) and Robert J. Coury (the
“Executive”), is made as of December 22,
2008.
WHEREAS,
the Company and the Executive are parties to that certain
Transition and Succession Agreement dated as of December 15,
2003 and amended on December 2, 2004 and 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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The
following sentence is hereby added to the end of Section 3(a) of
the Agreement:
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Notwithstanding
the above, to the extent the Executive is terminated (i) prior
to the date on which a Change of Control occurs,
(ii) following a Change of Control but prior to a change in
ownership or control of the Company within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), or (iii) more than two years
following a Change in Control but prior to a change in ownership or
control of the Company within the meaning of Section 409A of
the Code, amounts payable to the Executive hereunder, to the extent
not in excess of the amount that the Executive would have received
under any other pre-Change-of-Control severance plan or arrangement
with the Company had such plan or arrangement been applicable,
shall be paid at the time and in the manner provided by such plan
or arrangement and the remainder shall be paid to the Executive in
accordance with the provisions of this
Section 3(a).
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2.
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In
the first sentence of Section 3(a)(ii) of the Agreement, the
phrase “In addition, for the remainder of the calendar year
in which the Executive ceases to be employed by the Company and the
Affiliated Companies, and during the two succeeding calendar
years,” is hereby deleted in its entirety and replaced with
the following phrase:
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“In
addition, for a period of three years after the date on which the
Executive ceases to be employed by the Company and the Affiliated
Companies,”
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3.
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The
last sentence (set forth below) of Section 3(a)(ii) of the
Plan is hereby deleted in its entirety.
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Upon
publication of final treasury regulations under S
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