EX-10.1






     Exhibit 10.1



AMENDMENT NO. 2 TO RETIREMENT BENEFIT AGREEMENT




     THIS AMENDMENT NO. 2 TO RETIREMENT BENEFIT AGREEMENT (this “Amendment”) is made as of this 25th
day of April, 2008, by and between Mylan Inc., a Pennsylvania corporation formerly known as Mylan
Laboratories Inc. (the “Company”), and Milan Puskar, former Chief Executive Officer and current
Chairman of the Board of Directors of the Company (“Executive”).



     WHEREAS, the Company and Executive are party to that certain Retirement Benefit Agreement
dated as of January 27, 1995, as amended as of September 27, 2001 (the “Agreement”); and



     WHEREAS, as permitted by Section XVI of the Agreement and in recognition of Executive’s
continued commitment and service to the Company as Chairman of the Board, the Company and Executive
desire to amend the Agreement, upon the terms and conditions set forth herein;



     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:



     1. A new Section V.A is hereby added to the Agreement (between Sections V and VI
thereof, which Section reads in its entirety as follows:



     “V.A. SERVICE ON THE BOARD OF DIRECTORS




     5.A.1 Effective as of the date that Executive is no longer serving as a member of
the Company’s Board of Directors (other than by reason of Executive’s death), the Company
shall provide to Executive, for the remainder of his life, continued access to corporate
aircraft comparable to that made available to him immediately prior to the cessation of his
service as Chairman, for his personal use for an aggregate of 70 hours per calendar year
(defined as wheels-up with Executive and/or his family on the aircraft and pro-rated for
any portion of a calendar year), with such access in all other respects to be provided in
accordance with the Company’s practice immediately prior to the cessation of his service as
Chairman. The number of hours of aircraft usage used by Executive in any one calendar year
may not affect the number of hours of usage available in any other calendar year. To the
extent that any income taxes (“Taxes”) are due with respect to Executive’s use of an the
Company’s aircraft, the Company shall provide Executive with a “gross up” of Taxes due on
such use (and any Taxes due on the gross-up payment). Such gross-up payment shall be paid
to Executive no later than by the end of the calendar year next following the calendar year
in which Executive remits the Taxes. Notwithstanding the foregoing, if the Company and
Executive agree that it is required by Section 409A of the Internal Revenue Code to avoid
the imposition of additional taxes, the provision of any benefits pursuant to this section
5.A shall not begin until the date that is six (6) months following



 









 







the date on which Executive’s cessation of service occurs and the Company shall reimburse
Executive for reasonable costs incurred by Executive to independently obtain such benefits
during the six (6) months following the date on which such cessation of services occurs.




     5.A.2 In the event that a Potential Change in Control (as defined below) is deemed
to have occurred, the standards described in Section 5.A.1 above shall be those in effect
immediately prior to the Potential Change in Control, if more favorable to Executive. A
“Potential Change in Control” shall have the meaning assigned to such term in the Company’s
Severance Plan, as the same may be amended from time to time in accordance with the terms
thereof.



     2. (a) The parties acknowledge and agree that this Amendment is an integral part of
the Agreement. Notwithstanding any provision of the Agreement to the contrary, in the event of any
conflict between this Amendment and the Agreement or any part of either of them, the terms of this
Amendment shall control.



          (b) Except as expressly set forth herein, the terms and conditions of the Agreement are and
shall remain in full force and effect.




          (c) The Agreement, as amended by this Amendment, sets forth the entire understanding of the
parties with respect to the subject matter thereof and hereof.




          (d) This Amendment shall be governed by, interpreted under and construed in accordance
with the laws of the State of West Virginia.




          (e) This Amendment may be executed in any number of counterparts, each of which shall be an
original and all of which shall constitute one and the same document.




[Signature page follows]




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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day
and year first above written.



	 	 	 	 	 
	 	MYLAN INC.

 	 
	 	By:  	/s/ Rodney L. Piatt
 	 
	 	 	Name:  	Rodney L. Piatt 	 
	 	 	Title:  	Chairman, Compensation Committee 	 
	 



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	/s/ Milan Puskar
 	 
	 	Milan Puskar 	 
	 	 	 



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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day
and year first above written.



	 	 	 	 	 
	 	MYLAN INC.

 	 
	 	By:  	/s/ Rodney L. Piatt
 	 
	 	 	Name:  	Rodney L. Piatt 	 
	 	 	Title:  	Chairman, Compensation Committee 	 
	 



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	  	 
	 	Milan Puskar 	 
	 	 	 
	 




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