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AMENDMENT NO. 1 TO TRANSITION AND
SUCCESSION AGREEMENT
THIS
AMENDMENT NO. 1 TO TRANSITION AND SUCCESSION AGREEMENT (this
“Amendment”) by and between Mylan Laboratories Inc., a
Pennsylvania corporation (the “Company”), and
(the “Executive”), is made as of March 31,
2006.
WHEREAS,
the Company and the Executive are parties to that certain
Transition and Succession Agreement dated as of
(the “Agreement”);
WHEREAS,
the Company and the Executive wish to amend the Agreement, as set
forth below;
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 1(a) of the Agreement
is hereby amended to add the following sentence at the end of such
subsection:
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“For the
sake of clarity, it is understood that if the Executive’s
employment terminates prior to the Effective Date other than as
described in the preceding sentence, this Agreement shall thereupon
be null and void and of no further force and
effect.”
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2.
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The
reference to “65%” in Section 1(d)(3) of the
Agreement is hereby deleted and replaced with
“50%”.
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3.
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The
introductory clause of Section 5(a)(1) of the Agreement is
hereby deleted and replaced in its entirety to read as
follows:
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“(1) the
Company shall pay to the Executive (or the Executive’s estate
or beneficiary, in the event of the Executive’s death), in a
lump sum in cash within 30 days after the Date of Termination
(or, if required by Section 409A of the Code to avoid the
imposition of additional taxes, on the date that is six
(6) months following the Date of Termination), the aggregate
of the following amounts:”
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4.
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Section 5(a)(1)(B) of the
Agreement is hereby deleted and replaced in its entirety to read as
follows:
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“the
amount equal to the product of (i) three and
(ii) the
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