MYL_EX10.27(b)_2013.12.32-10K






Exhibit 10.27(b)


NOTE:    Execution    of   this   Adoption     Agreement     creates    a   legal   liability    of   the   Employer     with significant    tax  consequences     to  the  Employer    and   Participants.     The   Employer    should   obtain   legal and   tax  advice   from   its  professional     advisors    before   adopting    the   Plan.   Principal     Life   Insurance Company    disclaims   all liability   for  the  legal  and   tax  consequences     which   result   from   the  elections made  by the  Employer    in this  Adoption   Agreement.


Principal Life Insurance Company. Raleigh, NC 27612
A member of the Principal Financial Group®












THE EXECUTIVE NONQUALlFIED  "EXCESS" PLAN


ADOPTION AGREEMENT


THIS AGREEMENT is the adoption by  MYLAN INTERNATIONAL HOLDINGS, INC. (the "Company") of the Executive Nonqualified Excess Plan ("Plan").


WITHNESSETH:


WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and


WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and


WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,


NOW, THEREFORE,    the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:


ARTICLE I


Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.













ARTICLE II


The Employer hereby makes the following designations or elections for the purpose of the Plan:




	
				
	2.6
	Committee:
	The duties of the Committee set forth in the Plan shall be satisfied by:

	 
	 
	 
	 

	 
	XX
	(a)
	Company

	 
	___
	(b)
	

The administrative committee appointed by the Board to serve at the pleasure of the Board.

	 
	___
	(c)
	

Board.

	 
	___
	(d)
	

Other (specify):_____________________ .






	
				
	2.8
	Compensation:
	The "Compensation" of a Participant shall mean all of a Participant's:

	 
	 
	 
	 

	 
	___
	(a)
	Base salary.

	 
	___
	

(b)
	

Service Bonus.

	 
	___
	

(c)
	

Performance-Based Compensation earned in a period of 12 months or more.

	 
	___
	

(d)
	

Commissions.

	 
	___
	

(e)
	

Compensation received as an Independent Contractor reportable on Form 1099.

	 
	XX
	

(f)
	

Other: N/A






2.9    Crediting Date:  The Deferred Compensation Account of a Participant shall be credited with the amount of any Participant Deferral to such account at the time designated below:













	
				
	 
	___
	(a)
	The last business day of each Plan Year.

	 
	___
	

(b)
	

The last business day of each calendar quarter during the Plan Year.

	 
	___
	

(c)
	

The last business day of each month during the Plan Year.

	 
	___
	

(d)
	

The last business day of each payroll period during the Plan Year.

	 
	___
	

(e)
	

Each pay day as reported by the Employer.

	 
	XX
	

(f)
	

Any business day on which Participant Deferrals are received by the Provider.

	 
	___
	(g)
	

Other:                                                                          .






	
					
	2.13
	Effective Date:

	 
	 
	 
	 

	 
	XX
	(a)
	This is a newly-established Plan, and the Effective Date of the Plan is
December 28, 2007.

	 
	___
	(b)
	This is an amendment and restatement of a plan named _______________with an effective date of _________. The Effective Date of this amended and restated Plan is ___________This is amendment number ________________.

	 
	 
	 
	___      (i)
	All amounts in Deferred Compensation Accounts shall be subject to the provisions of this amended and restated Plan.

	 
	 
	 
	___      (ii)
	Any Grandfathered Amounts shall be subject to the Plan rules in effect on October 3, 2004.






	
				
	2.20
	Normal Retirement Age:The Normal Retirement Age of a Participant shall be:

	 
	 
	 
	 

	 
	XX
	(a)
	Age 65 .

	 
	___
	(b)
	The  later of age____or the ________anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year  in which the Participant commenced participation in the Plan.

	 
	___
	(c)
	Other: ___________________________________ .






	
		
	2.23
	Participating Employer (s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan:






	
							
	Name of employer
	 
	Address
	 
	Telephone No.
	 
	EIN

	Mylan International
Holdings, Inc.
	 
	110 Lake St.
St Albans, VT 05478
	 
	(724) 514-1800
	 
	03-0365823




______________________________
		
	2.26
	Plan: The name of the Plan is:















The Executive Plan for Rajiv Malik


		
	2.28
	Plan Year: The Plan Year  shall end each year on the last day of the  month of December.




	
				
	2.30
	Seniority Date: The date on which a Participant  has:

	 
	 
	 
	 

	 
	XX
	(a)
	Attained  age 65.

	 
	___
	(b)
	Completed ____ Years  of Service  from First  Date of Service.

	 
	___
	(c)
	Attained  age ____ and completed ____ Years  of Service  from First Date  of Service.

	 
	___
	(d)
	Attained  an age as elected  by the Participant.

	 
	___
	(e)
	Not applicable - distribution elections for Separation from Service  are not based on Seniority Date






		
	4.1
	Participant Deferral Credits:    Subject  to the limitations  of Section  4.1 of the Plan,  a Participant  may elect to have his Compensation   (as selected  in Section  2.8 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:




___    (a)    Base salary:
minimum deferral:
maximum deferral: $ _________ or


___    (b)    Service Bonus:
minimum deferral:
maximum deferral: $ _________ or


___    (c)    Performance-Based Compensation:
minimum deferral:
maximum deferral: $ _________ or


___    (d)    Commissions:
minimum deferral: _________%
maximum deferral:$___________or_____________%
___    (e)    Form 1099 Compensation:
minimum deferral: _________%
maximum deferral: $___________or_____________%
___    (f)    Other:
minimum deferral:_________%











maximum  deferral: $___________or_____________%
XX    (g)    Participant deferrals not allowed:


4.2    Employer Credits:  Employer Credits will be made in the following manner:


		
	XX
	(a)    Employer  Discretionary  Credits:  The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:


XX    (i)    An amount determined each Plan Year by the Employer.
___    (ii)    Other: ________________________________________.
		
	___
	(b)    Other  Employer Credits: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:


		
	___
	(i)    An amount determined each Plan Year by the Employer.


		
	___
	(ii)    Other: ________________________________________.


___    (c)    Employer Credits not allowed.


5.2    Disability of a Participant:


		
	XX
	(a)    Participants may elect upon initial enrollment to have accounts distributed upon becoming Disabled.




		
	___
	(b)    Participants may not elect to have accounts distributed upon becoming Disabled.








5.3    Death  of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date  payments to the Beneficiary commence, plus:


___    (a)    An amount to be determined by the Committee.


___    (b)    Other:__________________.


XX    (c)    No additional benefits.


		
	5.4
	In-Service or Education Distributions: In-Service  and Education Accounts are permitted under the Plan:




		
	___
	(a)    In-Service Accounts are allowed with respect to:


___    Participant Deferral Credits only.
___    Employer Credits only.
___    Participant Deferral and Employer Credits.


In-service distributions may be made in the following manner:
		
	___
	Single lump slim payment.













		
	___
	Annual installments over a term certain not to exceed ___ years.




Education Accounts are allowed with respect to:
___    Participant Deferral Credits only.
___    Employer Credits only.
___    Participant Deferral and Employer Credits.


Education Accounts distributions may be made in the following manner:
		
	___
	Single lump sum payment.


		
	___
	Annual installments over a term certain not to exceed ___ years.




If applicable, amounts not vested at the time payments due under this Section cease will be:
___    Forfeited
___    Distributed at Separation from Service  if vested at that time


		
	XX
	(b)    No In-Service or Education Distributions permitted.




		
	5.5
	Change in Control Event:




		
	XX
	(a)    Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.




		
	___
	(b)    Participants may not elect to have accounts distributed upon a Change in Control Event.




		
	5.6
	Unforeseeable Emergency Event:




		
	___
	(a)    Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.




		
	XX
	(b)    Participants may not apply to have accounts distributed upon a Unforeseeable Emergency event.


6.    Vesting:  An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:


XX    (a)    Normal Retirement Age.


XX    (b)    Death,


XX    (c)    Disability,


XX    (d)    Change in Control Event


___    (e)    Other:


XX    (f)    Satisfaction of the vesting requirement as specified below:


XX    Employer Discretionary Credits:













XX    (i)    Immediate 100% vesting.
___    (ii)    100% vesting after ___ Years of Service.
___    (iii)    100% vesting at age ___.
___    (iv)    Number of Years    Vested
of Service    Percentage


	
		
	Less than    1
	_%

	1
	_%

	2
	_%

	3
	_%

	4
	_%

	5
	_%

	6
	_%

	7
	_%

	8
	_%

	9
	_%

	10 or more
	_%




For this purpose, Years of Service of a Participant shall be calculated from the date designated below:


XX    (1)    First Day of Service.


___    (2)    Effective Date of Plan Participation.


		
	___
	(3)    Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.




		
	[N/A]
	Other Employer Credits:




		
	___
	(i)    Immediate   100% vesting.




		
	___
	(ii)    100% vesting after ___   Years  of Service.




		
	___
	(iii)    100%vesting at age ___.




___    (iv)    Number of Years    Vested
of Service    Percentage











	
		
	Less than    1
	_%

	1
	_%

	2
	_%

	3
	_%

	4
	_%

	5
	_%

	6
	_%

	7
	_%

	8
	_%

	9
	_%

	10 or more
	_%






For this purpose, Years of Service of a   Participant shall  be calculated   from the date  designated below:


		
	___
	(1)    First Day of Service.




		
	___
	(2)    Effective Date of Plan  Participation.




		
	___
	(3)    Each Crediting   Date. Under this option (3), each Employer Credit shall vest based  on the Years  of Service of a Participant from the Crediting  Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.


7.1    Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:


		
	(a)
	Separation from Service prior to Seniority Date, or Separation from Service if Seniority Date is Not Applicable


XX    (i)    A lump sum.
		
	___
	(ii)    Annual installments over a term certain as elected by the Participant not to exceed ____ years.


___    (iii)    Other: __________________________________________.
		
	(b)
	Separation from Service on or After Seniority Date, If Applicable


XX    (i)    A lump sum.
		
	___
	(ii)    Annual installments over a term certain as elected by the Participant not to exceed        years.


___    (iii)    Other: __________________________________________.
(c)    Separation from Service Upon a Change in Control Event
XX    (i)    A lump sum.
		
	___
	(ii)    Annual installments over a term certain as elected by the Participant not to exceed        years.













___    (iii)    Other: __________________________________________.
(d)    Death
XX    (i)    A lump sum.
		
	___
	(ii)    Annual installments over a term certain as elected by the Participant not to exceed        years.


___    (iii)    Other: __________________________________________.
(e)    Disability
XX    (i)    A lump sum.
		
	___
	(ii)    Annual installments over a term certain as elected by the Participant not to exceed        years.


___    (iii)    Other: __________________________________________.
If applicable, amounts not vested at the time payments due under this Section cease will be:
__    Forfeited
__    Distributed at Separation from Service if vested at that time
(f)    Change in Control Event
		
	XX
	(i)    A lump sum.


		
	___
	(ii)    Annual installments over a term certain as elected by the Participant not the exceed ___years.


		
	___
	(iii)    Other________________


		
	___
	(iv)    Not applicable.


If applicable, amounts not vested at the time payments due under this Section cease will be:


___    Forfeited
___    Distributed at Separation from Service if vested at that time




7.4    De Minimis  Amounts.


		
	___
	(a)    Notwithstanding any payment election made by the Participant, the vested  balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment at the time designated under the  Plan if at the time of a permitted Qualifying Distribution Event that is either  a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable)  the vested balance does not exceed $________. In addition, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(l)(B) of the Code and results in the termination of the Participant's entire interest in the Plan.















		
	XX
	(b)    There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant's vested balance at any time if the balance  does not exceed the limit in Section 402(g)(l)(B) of the Code and results in the termination of the Participant's entire interest in the Plan.


		
	10.1
	Contractual  Liability:  Liability for payments under the Plan shall be the responsibility of the:


		
	(a)
	Company.


		
	(b)
	Employer or Participating Employer who employed the Participant when amounts were deferred.




14.    Amendment and Termination of Plan: Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, Section  _____  of the Plan shall be amended to read as provided in attached Exhibit _________.
		
	XX
	There are no amendments to the Plan.




17.9    Construction:  The provisions of the Plan shall be construed and enforced according to the laws of the Slate of Pennsylvania,  except to the extent that such laws are superseded by ERISA and the applicable provisions of' the Code.


IN WITNESS WIILREOF, this Agreement bus been executed as of the day and year stated below.


Mylan International   Holdings, Inc,


By: /s/ David Kennedy


Authorized Person


Date: 12/21/2007