AMENDMENT NO. 2 TO TRANSITION AND
SUCCESSION AGREEMENT
THIS
AMENDMENT NO. 2 TO TRANSITION AND SUCCESSION AGREEMENT (this
“Amendment”) by and between Mylan Laboratories Inc., a
Pennsylvania corporation (the “Company”), and Edward J.
Borkowski (the “Executive”), is made as of
April 3, 2006.
WHEREAS,
the Company and the Executive are parties to that certain
Transition and Succession Agreement dated as of December 15,
2003, as amended December 2, 2004 (as amended, the
“Agreement”);
WHEREAS,
the Company and the Executive wish to amend the Agreement,
effective as of April 1, 2006, 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
“60%.”
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3.
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References to the “120-day
period” in each of the following sections of the Agreement
shall hereinafter refer to the “180-day period”:
3(a)(1), 3(b)(3), 3(b)(4), 3(b)(5), 3(b)(6), 3(b)(7), 3(b)(8), and
6.
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4.
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The
third sentence of 3(b)(1) is hereby deleted and replaced in its
entirety with the following:
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“During
the Employment Period, the Annual Base Salary shall be reviewed at
least annually, beginning no more than 12 months after the
Executive’s last salary review.”
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5.
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Section 3(b)(2) of the
Agreement is hereby deleted and replaced in its entirety with the
following:
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“Annual
Bonus. In addition to the Annual Base Salary, the Executive shall
participate in a bonus program during the Employment Period and
have a bonus which is no less favorable than the bonus for other
employees of his level at the Company and its Affiliated
Companies.”
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6.
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The
following clause shall be added to the end of section 4(b)(2) of
this Agreement:
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“which,
in the case of clauses (1) and (2), has not been cured within
30 days after a written demand for substantial performance is
delivered to the Executive by the Company that specifically
identifies the manner in which the Company believes that the
Executive has grossly neglected his duties or has engaged in gross
misconduct.”
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7.
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Section 4(c)(10) of this
Agreement is hereby deleted in its entirety.
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8.
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The
penultimate sentence of Section 4(c) of the Agreement is hereby
deleted and replaced in its entirety with the following:
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“Anything
in this Agreement to the contrary notwithstanding, a termination by
the Executive for any reason pursuant to a Notice of Termination
given during the 90-day period immediately following the first
anniversary of the occurrence of a Change in Control (other than a
Change in Control occurring solely under Section 1(d)(3) of
this Agreement where all or substantially all of the individuals
and entities that were the beneficial owners of the Outstanding
Company Common Stock and the Outstanding C
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