<PAGE>




                            IMPAX LABORATORIES, INC.

               EXECUTIVE NON-QUALIFIED DEFERRED COMPENSATION PLAN

                            Effective August 15, 2002



<PAGE>


                            IMPAX LABORATORIES, INC.

               EXECUTIVE NON-QUALIFIED DEFERRED COMPENSATION PLAN


         IMPAX LABORATORIES, INC. currently maintains the Impax Laboratories,
Inc. 401(k) Plan, a tax qualified retirement plan which allows for the deferral
of compensation for retirement purposes and which complies with Section 401(k)
of the Internal Revenue Code of 1986 ("Code");

         IMPAX LABORATORIES, INC. now intends to establish a non-qualified
deferred compensation plan for a limited group of executives which allows them
to defer additional compensation and supplement retirement savings under the
Impax Laboratories, Inc. 401(k) Plan; and

         NOW, THEREFORE, to effectuate its intentions, the Employer hereby
establishes the Impax Laboratories, Inc., Executive Non-qualified Deferred
Compensation Plan effective as of the 15th day of August, 2002.


                                      - i -

<PAGE>



                            IMPAX LABORATORIES, INC.

               EXECUTIVE NON-QUALIFIED DEFERRED COMPENSATION PLAN

                                Table of Contents



ARTICLE I       DEFINITIONS...................................................1


ARTICLE II      PARTICIPATION IN THE PLAN.....................................4


ARTICLE III     CONTRIBUTIONS.................................................5


ARTICLE IV      PARTICIPANT ACCOUNTS..........................................7


ARTICLE V       BENEFITS......................................................8


ARTICLE VI      ADMINISTRATION...............................................10


ARTICLE VII     CLAIMS PROCEDURE.............................................13


ARTICLE VIII    AMENDMENT AND TERMINATION....................................15


ARTICLE IX      MISCELLANEOUS................................................16




<PAGE>


                                   ARTICLE I
                                   ---------

                                   DEFINITIONS


1.1      Account means a recordkeeping of the balance of Plan benefits
         attributable to a Participant.

1.2      Administrator means the individual or committee appointed to administer
         this Plan pursuant to Article VI. In the absence of such appointment,
         the Employer shall be the Administrator.

1.3      Base Pay means an Eligible Employee's annualized base compensation. For
         purposes of this definition, base compensation shall include amounts
         which are deferred under the Impax 401(k) Plan.

1.4      Beneficiary means the person, persons, trust or other entity that a
         Participant designates to receive payments in the event of his/her
         death by a written revocable designation filed with the Administrator.

1.5      Board means the Board of Directors of Impax Laboratories, Inc., a
         Delaware Corporation.

1.6      Bonus means any cash remuneration paid to an Eligible Employee as a
         specific incentive award pursuant to any incentive plan or arrangement
         adopted by the Board, including any amount which would have been paid
         but for the Participant's election to make a contribution therefrom to
         this Plan or the Impax 401(k) Plan.

1.7      Change in Control means the occurrence of any of the following:

         (a)      A sale of all or substantially all of the business or assets
                  of the Employer, or any subsidiary or division thereof
                  employing the Participant; or

         (b)      (1) any person, including a "group" as such term is used in
                  Section 13(d)(3) of the Securities Exchange Act of 1934,
                  becomes (other than as a result of a purchase from the
                  Employer) the beneficial owner of shares of the Company having
                  20% or more of the total number of votes that may be cast for
                  the election of directors of the Employer (excluding shares of
                  the Employer owned by such person prior to the date of this
                  Agreement), and such beneficial ownership continues for five
                  consecutive days or (2) within a period of two consecutive
                  years, as the result of, or in connection with, any cash
                  tender or exchange offer (other than by the Employer), merger
                  or other business combination, sale of assets or contested
                  election or any combination of the foregoing transactions, the
                  persons who were directors of the Employer prior to such event
                  shall cease for any reason to constitute at least a majority
                  of the Board of the Employer or any successor.

1.8      Code means the Internal Revenue Code of 1986, as amended, and the same
         as may be further amended from time to time.
<PAGE>

1.9      Deferral Agreement means a written agreement between a Participant and
         the Employer under which a Participant agrees to defer a portion of
         his/her Base Pay, Bonus and/or 401(k) Plan refunds.

1.10     Deferral Contribution means a Participant's elective contribution
         described in Article III.

1.11     Disability means an illness or injury which completely prevents a
         Participant from performing the Participant's occupation or which
         otherwise entitles the Participant to receive long-term disability
         benefits under a plan or program for such benefits sponsored by the
         Employer. Disability shall be determined in a uniform manner by the
         Administrator.

1.12     Effective Date means August 15, 2002

1.13     Eligible Employee means any executive-level employee of the Employer,
         as designated by the Board.

1.14     Employer means Impax Laboratories, Inc., and any successor thereto, and
         any affiliated company which is a Participant of a controlled group of
         corporations within the meaning of Section 1563(a) of the Code with
         Impax Laboratories, Inc. and which adopts this Plan with consent of the
         Board.

1.15     Enrollment Period means the period from December 1st through December
         31st occurring prior to the first day of a Plan Year.

1.16     Impax 401(k) Plan means the Impax Laboratories, Inc. 401(k) Plan, a
         tax-qualified retirement plan maintained pursuant to Section 401(k) of
         the Code.

1.17     Initial Enrollment Period shall mean the thirty (30) day period
         following an individual's designation as an Eligible Employee.

1.18     Investment Fund(s) means the investment option(s) designated by the
         Employer from time to time which serve as a means to measure value
         increases or decreases with respect to a Participant's Accounts.

1.19     Participant means any Eligible Employee who has elected to participate
         in the Plan pursuant to Article II.

1.20     Plan means the Impax Laboratories Executive Non-qualified Deferred
         Compensation Plan.

1.21     Plan Year means the twelve (12) consecutive month period beginning on
         each January 1st and ending on the following December 31st. The Plan
         Year which begins on September 1, 2002 shall end on December 31, 2002.


                                      -2-
<PAGE>
1.22     Retirement means any severance from service by a Participant for any
         reason other than death or Disability after: (a) attaining age 65; or
         (b) attaining age 55 provided that the Participant has five (5) Years
         of Service.

1.23     Year of Service means each period of twelve consecutive months
         beginning on the Employee's first day of employment and each
         anniversary thereof in which the Employee is an Eligible Employee.




                                      -3-
<PAGE>

                                   ARTICLE II
                                   ----------

                            PARTICIPATION IN THE PLAN


2.1      Commencement of Participation. Each Eligible Employee shall become
         eligible to participate in the Plan on the Effective Date provided that
         such Eligible Employee has satisfied the requirements of Section 2.2.
         Any individual who becomes an Eligible Employee after the Effective
         Date shall become a Participant as of the first day of any January,
         April, July or October immediately following his/her satisfaction of
         the requirements of Section 2.2.

2.2      Procedure For and Effect of Admission. Each Eligible Employee who
         desires to participate in this Plan shall complete such forms and
         provide such data as is reasonably required by the Employer during
         his/her Initial Enrollment Period or any subsequent Enrollment Period.
         By becoming a Participant, an Eligible Employee shall be deemed to have
         consented to the provisions of this Plan and all amendments hereto.

2.3      Cessation of Partnership. A Participant shall cease to be an active
         Participant on the earlier of:

         (a)      the date on which the Plan terminates, or

         (b)      the date on which he/she ceases to be an Eligible Employee.

         A former active Participant will be considered a Participant for all
         purposes, except with respect to the right to make contributions,
         provided that he/she retains an Account.


                                      -4-
<PAGE>
                                  ARTICLE III
                                  -----------

                                  CONTRIBUTIONS


3.1      Deferral of Base Pay and Bonuses. Each Participant may authorize the
         Employer to reduce: (i) his/her Base Pay with respect to a Plan Year;
         and/or (ii) his/her Bonus with respect to a Plan Year; provided,
         however, that the total amount deferred under this Section will not
         exceed ten percent (10%) of a Participant's combined Base Pay and Bonus
         payable with respect to such Plan Year. The Participant must complete
         and file a Deferral Agreement with the Administrator during the
         Enrollment Period which precedes the Plan Year in which the Base Pay or
         Bonus would have been be paid. With respect to the Participant's
         Initial Enrollment Period, the Deferral Agreement shall apply to Base
         Pay and Bonus payable in the remainder of the Plan Year which contains
         the Initial Enrollment Period. A deferral shall be made from either
         Base Pay or Bonus as the Participant shall specify, however, to the
         extent the deferral is to be made from Bonus and if no Bonus, or an
         insufficient Bonus, is payable, the deferral shall be reduced. The
         Deferral Agreement shall state the amount to be deferred as a
         percentage of the Participant's Base Pay or Bonus.

3.2      Deferral of 401(k) Plan Refund. In addition to deferrals under Section
         3.1, each Participant may authorize the Employer to credit his/her
         Account with any excess deferrals which are to be returned to the
         Participant from the Impax 401(k) Plan due to the application of Code
         Section 401(k)(3). A Participant must complete and file a Deferral
         Agreement with the Administrator during the Enrollment Period which
         proceeds the first day of the Plan Year of the 401(k) Plan with respect
         to which such excess deferrals relate. If a Participant elects to
         allocate excess deferrals to this Plan, such election shall apply to
         100% of the Participant's excess deferral.

3.3      Rules Governing Deferral Contributions.

         (a)      Each election to defer is irrevocable during the Plan Year or
                  other period to which it applies.

         (b)      The amount that a Participant elects to defer shall be
                  credited to the Participant's Accounts as soon as practicable,
                  but no later than 30 days following the date on which the
                  Participant is paid the non-deferred portion of the
                  compensation which is the source of the deferral. (In the case
                  of a Participant electing to defer his/her Bonus and/or 401(k)
                  Plan refund, the amount shall be credited to the Participant's
                  Account no later than 30 days following the date on which the
                  Bonus or 401(k) Plan refund would have been paid to the
                  Participant had he/she not elected to defer such amount.)

3.4      Matching Contributions. The Employer shall make a contribution for each
         Participant which shall equal fifty percent (50%) of the Participant's
         Deferred Contribution made from his/her Base Pay and Bonus; provided,
         however, that in no event shall the total Matching Contribution exceed
         five percent (5%) of the Participant's combined Base Pay and Bonus. The
         above notwithstanding, the Employer, by action of its Board, may reduce
         the level of matching contribution or eliminate the Matching
         Contribution at any time at its discretion.


                                      -5-
<PAGE>


3.5      Vesting. Benefits derived from Deferral Contributions are not subject
         to forfeiture for any reason. Benefits derived from Matching
         Contribution shall vest in accordance with the following schedule. The
         above notwithstanding benefit shall not be forfeited as a result of the
         Participant's separation from employment due to death, disability,
         termination of the Plan or Change in Control.

         Years of Service                                 Vesting Percentage
         ----------------                                 ------------------

         Less than 1.........................................    0%
         1 but less than 2...................................   20%
         2 but less than 3...................................   40%
         3 but less than 4...................................   60%
         4 but less than 5...................................   80%
         5 or more...........................................  100%

         The above notwithstanding, benefit derived from matching contributions
         shall not be forfeited as a result of the Participant's separation from
         employment due to death, disability, termination of the Plan or Change
         in Control. In the event of any separation from employment, the Board
         may, at its discretion, waive this Section 3.5 and fully vest the
         Participant in his/her benefit attributable to matching contributions.


                                      -6-



<PAGE>
                                   ARTICLE IV
                                   ----------

                              PARTICIPANT ACCOUNTS


4.1      Establishment of Accounts. A separate notational Account shall be
         established with respect to each Participant:

4.2      Directed Adjustment of Certain Accounts. A Participant may direct by
         written instruction delivered to the Administrator that his/her
         Accounts be valued as if they were invested in one or more of the
         Investment Funds below. Participants may change their selection of
         Investment Funds from time to time in accordance with the procedure
         prescribed by the Plan Administrator. Any such change, which must be
         submitted to the Plan Administrator in writing, will become effective
         as soon as administratively practicable.

         The portion of a Participant's Account valued by reference to the
         Investment Funds shall be valued daily based upon the performance of
         the Investment Fund(s) selected by the Participant. Participant's may
         select from among the Investment Funds set forth in Exhibit A. Such
         valuation shall reflect the net asset value expressed per share of the
         designated Investment Fund(s). The fair market value of an Investment
         Fund shall be determined by the Plan Administrator. A valuation summary
         shall be prepared no less than quarterly. A Participant shall submit
         his investment selection to the Plan Administrator in writing. If any
         Participant fails to file a designation he shall be deemed to have
         designated the Alliance Money Market fund.

4.3      Election Limitation. The Plan Administrator may establish uniform rules
         limiting a Participant's eligibility to allocate contributions to an
         Account based on health, income or such other factors the Administrator
         deems appropriate.

4.4      Investment Obligation of the Employer. Benefits are payable as they
         become due irrespective of any actual investments the Employer may make
         to meet its obligations. Neither the Employer nor any trustee (in the
         event the Employer elects to use a grantor trust to accumulate funds)
         shall be obligated to purchase or maintain any asset, and any reference
         to investments or Investment Funds is solely for the purpose of
         computing the value of benefits. To the extent a Participant or any
         person acquires a right to receive payments from the Employer under
         this Plan, such right shall be no greater than the right of any
         unsecured creditor of the Employer. Neither this Plan, nor any action
         taken pursuant to the terms of this Plan, shall be considered to create
         a fiduciary relationship between the Employer and the Plan Participants
         or any other persons, or to establish a trust in which the assets are
         beyond the claims of any unsecured creditor of the Employer.
         Notwithstanding the foregoing, a Participant may not make contributions
         to this Plan during any period for which contributions must be
         suspended in accordance with regulation section
         1.401(k)-1(d)(2)(iii)(B)(3) of the Code, as a condition of the
         Participant's receipt of a hardship withdrawal from any plan of the
         Employer which includes a qualified cash or deferred arrangement
         pursuant to Section 401(k) of the Code.

                                      -7-


<PAGE>


                                   ARTICLE V
                                   ---------

                                    BENEFITS


5.1      Retirement Benefits.

         (a)      If a Participant terminates employment for any reason,
                  including death, the Employer shall pay him/her a benefit in
                  the form determined under Subsection (h), equal to the value
                  of the balance credited to his/her Account. If the Participant
                  is deceased, the balance of his/her Account shall be paid to
                  his/her Beneficiary(ies).

         (b)      Form of Payment:

                  (1)      If the Participant's termination of employment occurs
                           due to Retirement, payment of the Retirement Benefit
                           shall begin within 90 days of Retirement in the form
                           of monthly installments payable over a fixed period
                           of five (5), ten (10) or fifteen (15) years as
                           selected by the Participant pursuant to Subsection
                           (c).

                  (2)      If the Participant's termination of employment occurs
                           due to Disability, the Retirement Benefit described
                           in Subsection (a) shall be paid in monthly
                           installments commencing as of the first day of the
                           first month following the Participant's termination
                           of employment, and continuing for a fixed period of
                           five (5), ten (10) or fifteen (15) years as selected
                           by the Participant pursuant to Subsection (c).

                  (3)      If a Participant's termination of employment occurs
                           for any reason other than Retirement or Disability,
                           the Retirement Benefit described in Subsection (a)
                           shall be paid in the form of a single sum within
                           ninety (90) days of the Participant's attainment of
                           Age 65.

                  (4)      Notwithstanding any provision to the contrary, if the
                           Participant's Retirement Account has a value that is
                           less than $20,000 at the time the Retirement Benefit
                           is to commence, the Participant's Retirement Benefit
                           may, at the discretion of the Administrator, be paid
                           in the form of a single sum as soon as
                           administratively feasible following the Participant's
                           termination.

         (c)      A Participant shall select the form in which Retirement
                  Benefits shall be paid prior to the initial allocation to
                  his/her Account. Upon mutual agreement between the Participant
                  and the Administrator, the Participant may change his/her
                  initial selection of form. Any such change of form is not
                  limited to the forms specified in Subsection (b) and may
                  include a single sum.

                                      -8-
<PAGE>


5.2      Tax Withholding. The Employer shall withhold or cause to be withheld
         all appropriate taxes, to the extent that a withholding obligation
         exists, with respect to Deferral Contributions and/or benefit payments
         under this Plan.

5.3      Loan Offset. Upon termination from employment by a Participant, the
         Employer shall deduct any amount then owed by such Participant to the
         Employer from such Participant's Account. The Participant shall be
         responsible for any taxation resulting from the satisfaction of such
         Participant's debt with his/her Plan Account.

5.4      Hardship Distribution. A Participant may request a distribution of
         his/her Account prior to termination of employment if such distribution
         is needed to alleviate a financial hardship. Any expenses that qualify
         for hardship distributions pursuant to 26 CFR ss. 1.401(k)-1 shall be
         deemed a financial hardship for purposes of this Section 5.4. Any other
         expense shall be deemed a financial hardship for purpose of this
         Section 5.4 if approved as such by the Administrator. The decision of
         the Administrator shall be final and shall not be subject to the Claims
         Review procedures set forth in Section 7.2. In the event that a
         hardship distribution is approved, the Administrator will assess an
         automatic penalty against the Participant's Account equal to ten
         percent (10%) of the distributed amount. Additionally, the Participant
         shall be prohibited from making a Deferred Contribution for a period of
         one year following such distribution.


                                      -9-

<PAGE>


                                   ARTICLE VI
                                   ----------


                                 ADMINISTRATION


6.1      Appointment of Administrator. The Compensation Committee of the Board
         shall serve as Administrator. The Administrator (or any member of the
         committee) may be removed by the Employer at any time; and any
         individual may resign at any time by submitting his/her resignation in
         writing to the Employer. A new Administrator (or committee member)
         shall be appointed as soon as practicable in the event of a removal or
         resignation. Any person so appointed shall signify his/her acceptance
         by filing a written acceptance with the Employer.

6.2      Administrator's Responsibilities. The Administrator is responsible for
         the day to day administration of the Plan. The Administrator may
         appoint other persons or entities to perform certain of its functions.
         Such appointment shall be made and accepted by the appointee in writing
         and shall be effective upon the written approval of the Employer. The
         Administrator and any such appointee may employ advisors and other
         persons necessary or convenient to help him/her carry out his/her
         duties. The Administrator shall have the right to remove any such
         appointee from his/her position. Any person, group of persons or entity
         may serve in more than one capacity.

6.3      Records and Accounts. The Administrator shall keep all individual and
         group records relating to Participants and Beneficiaries, and all other
         records necessary for the proper operation of the Plan. Such records
         shall be made available to the Employer and to each Participant and
         Beneficiary for examination during business hours except that a
         Participant or Beneficiary shall examine only such records as pertain
         exclusively to the examining Participant or Beneficiary and those
         records and documents relating to all Participants generally. The
         Administrator shall prepare and shall file as required by law or
         regulation all reports, forms, documents and other items required by
         ERISA, the Code, and every other relevant statute, each as amended, and
         all regulations thereunder.

6.4      Administrator's Specific Powers and Duties. In addition to any powers,
         rights and duties set forth elsewhere in the Plan, the Administrator
         shall have the following powers and duties:

         (a)      to adopt such rules and regulations consistent with the
                  provisions of the Plan;

         (b)      to enforce the Plan in accordance with its terms and any rules
                  and regulations it establishes;

         (c)      to maintain records concerning the Plan sufficient to prepare
                  reports, returns and other information required by the Plan or
                  by law;

         (d)      to construe and interpret the Plan and to resolve all
                  questions arising under the Plan;


                                      -10-
<PAGE>


         (e)      to direct the Employer to pay benefits under the Plan, and to
                  give such other directions and instructions as may be
                  necessary for the proper administration of the Plan;

         (f)      to be responsible for the preparation, filing and disclosure
                  on behalf of the Plan of such documents and reports as are
                  required by any applicable federal or state law; and

         (g)      to engage assistants and professional advisors.

6.5      Delegation. The Administrator may, by written majority decision,
         delegate to each or any one of its number, or to its Secretary,
         authority to sign any documents on its behalf, or to perform
         ministerial acts, but no person to whom such authority is delegated
         shall perform any act involving the exercise of any discretion without
         first obtaining the concurrence of a majority of the Participants of
         the committee, even though he/she alone may sign any document required
         by third parties.

6.6      Construction of the Plan. The Administrator shall take such steps as
         are considered necessary and appropriate to remedy any inequity that
         results from incorrect information received or communicated in good
         faith or as the consequence of an administrative error. The
         Administrator shall have the sole and absolute discretion to interpret
         the Plan and shall resolve all questions arising in the administration,
         interpretation and application of the Plan. It shall endeavor to act,
         whether by general rules or by particular decisions, so as not to
         discriminate in favor of, or against, any person and so as to treat all
         persons in similar circumstances uniformly. The Administrator shall
         correct any defect, reconcile any inconsistency, or supply any omission
         with respect to this Plan. All such corrections, reconciliations,
         interpretations and completions of Plan provisions shall be final and
         binding upon the parties.

6.7      Employer's Responsibility to Administrator. The Employer shall furnish
         the Administrator such data and information as it may require. The
         records of the Employer shall be determinative of each Participant's
         period of employment, termination of employment and the reason
         therefor, leave of absence, reemployment, Years of Service, personal
         data, and compensation reductions. Participants and their Beneficiaries
         shall furnish to the Administrator such evidence, data, or information,
         and execute such documents, as the Administrator requests.

6.8      Engagement of Assistants and Advisers; Plan Expenses. The Administrator
         shall have the right to hire such professional assistants and
         consultants as it, in its sole discretion, deems necessary or
         advisable, including, but not limited to:

         (a)      investment managers and/or advisers;

         (b)      accountants;

         (c)      actuaries;

         (d)      attorneys;



                                      -11-
<PAGE>

         (e)      consultants;

         (f)      clerical and office personnel; and

         (g)      medical practitioners.

         The expenses incurred in connection with the operation of the Plan
         and/or any trust relating to this Plan, including, but not limited to,
         the expenses incurred by reason of the engagement of professional
         assistants and consultants, shall be expenses of the Plan and shall be
         charged in a reasonable manner against amounts credited to each
         Participant's Account at the direction of the Administrator. The
         Employer shall have the option, but not the obligation, to pay any such
         expenses, in whole or in part, and by so doing, to relieve the
         Participants' Accounts from the obligation of bearing such expenses.
         Payment of any such expenses by the Employer on any occasion shall not
         bind the Employer to thereafter pay any similar expenses.

6.9      Liability. Neither the Administrator nor the Employer shall be liable
         to any person for any action taken or omitted in connection with the
         administration of this Plan unless attributable to its own fraud or
         willful misconduct; nor shall the Employer be liable to any person for
         such action unless attributable to fraud or willful misconduct on the
         part of a director, officer or employee of the Employer.

6.10     Indemnity of Administrator. The Employer shall indemnify the
         Administrator or any individual who is a delegate against any and all
         claims, loss, damage, expense or liability arising from any action or
         failure to act, except when due to gross negligence or willful
         misconduct.


                                      -12-


<PAGE>

                                   ARTICLE VI
                                   ----------


                                CLAIMS PROCEDURE


7.1      Claim. If a Participant or Beneficiary is denied all or a portion of an
         expected Plan benefit for any reason, he/she must file a written
         notification of his/her claim with the Administrator. The Administrator
         shall notify the Participant or Beneficiary within sixty (60) days of
         allowance or denial of the claim. If the Administrator fails to notify
         the claimant of his/her decision to grant or deny the claim within
         sixty (60) days, such claim shall be deemed to have been denied; and
         the review procedure described in Section 7.2 shall become available to
         the claimant.

         The notice provided by the Administrator under this Section shall be in
         writing, sent by mail to the Participant's last known address and, if a
         denial, must contain the following information:

         (a)      the specific reasons for the denial;

         (b)      the specific reference to the pertinent Plan provision on
                  which the denial is based;

         (c)      if applicable, a description of any additional information or
                  material necessary to perfect the claim, and an explanation of
                  why such information or material is necessary; and

         (d)      an explanation of the claims review procedure and the time
                  limitations of the review procedure applicable thereto.

7.2      Review Procedure. A Participant or Beneficiary is entitled to request a
         review of any denial of his/her claim by the Named Appeals Fiduciary.
         The request for review must be submitted in writing within sixty (60)
         days of mailing of the notice of the denial. Absent a request for
         review within the 60-day period, the claim will be deemed to be
         conclusively denied. The Participant or Beneficiary or his/her
         representative shall be entitled to review all pertinent documents and
         to submit issues and comments in writing. The Named Appeals Fiduciary
         shall provide a full and fair review of the claim and render the final
         decision.

7.3      Final Decision. Within sixty (60) days of mailing of a request for
         review, the Named Appeals Fiduciary shall allow or deny the claim,
         unless special circumstances require an extension (such as for a
         hearing); provided, however, that in no event shall the decision be
         delayed beyond one hundred twenty (120) days after receipt of the
         request for review. The decision shall be communicated in writing to
         the Participant or Beneficiary. The decision shall recite the facts and
         reasons for denial, with specific reference to the pertinent Plan
         provisions.

                                      -13-

<PAGE>

7.4      Appointment of the Named Appeals Fiduciary. The Named Appeals Fiduciary
         shall be the person or persons named as such by the Board, or, if no
         such person or persons be named, then the person or persons named by
         the Administrator as the Named Appeals Fiduciary. The Named Appeals
         Fiduciary may at any time be removed by the Board, and any Named
         Appeals Fiduciary named by the Administrator may be removed by the
         Administrator. All such removals may be with or without cause and shall
         be effective on the date stated in the notice of removal.


                                      -14-
<PAGE>


                                  ARTICLE VIII
                                  ------------

                            AMENDMENT AND TERMINATION


8.1      Plan Amendment. The Plan may be amended in whole or in part by the
         Board at any time; provided, that (i) no amendment shall deprive a
         Participant or Beneficiary of any benefit to which he/she is entitled
         under this Plan with respect to Deferral Contributions or Matching
         Contributions made prior to such amendment; and (ii) no amendment shall
         decrease a Participant's vested interest in his/her Account. Each
         amendment shall be approved by the Board by resolution.

8.2      No Premature Distribution. Subject to Article 8.3, no amendment hereto
         shall permit amounts accumulated prior to the amendment to be paid to a
         Participant or Beneficiary prior to the time he/she would otherwise be
         entitled thereto.

8.3      Termination of the Plan. The Employer reserves the right to terminate
         the Plan and/or the Deferral Agreement pertaining to any Participant at
         any time prior to the commencement of benefits. Such termination shall
         be approved by the Board by resolution; or, in the case of a
         termination by an entity which is included in the term Employer, by the
         board of directors of such terminating entity. In the event of any such
         termination, the Employer shall pay a benefit to the Participant or the
         Beneficiary of any deceased Participant, in lieu of other benefits
         hereunder, equal to the value of the Participant's Accounts.
         Termination, in whole or in part, of the Plan by an entity which is
         included in the term Employer shall have no effect on the continued
         operation of the Plan with respect to other entities constituting
         Employer.


                                      -15-



<PAGE>
                                   ARTICLE IX
                                   ----------

                                  MISCELLANEOUS


9.1      Supplemental Benefits. The benefits provided for the Participants under
         this Plan are in addition to benefits provided by any other plan or
         program of the Employer and, except as otherwise expressly provided
         herein, the benefits of this Plan shall supplement and shall not
         supersede any plan or agreement between the Employer and any
         Participant or any provisions contained herein.

9.2      Investment Obligation of the Employer. Benefits are payable as they
         become due regardless of any actual investments the Employer may make
         to meet its obligations under this Plan. Neither the Employer nor any
         trustee (in the event the Employer elects to use a grantor trust to
         accumulate funds) shall be obligated to purchase or maintain any asset,
         and any reference to investments or Investment Funds is solely for the
         purpose of computing the value of Accounts. To the extent a Participant
         or any person acquires a right to receive payments from the Employer
         under this Plan, such right shall be no greater than the right of any
         unsecured creditor of the Employer. Neither this Plan nor any action
         taken pursuant to the terms of this Plan shall be considered to create
         a fiduciary relationship between the Employer and the Participants or
         any other persons, or to establish a trust in which the assets are
         beyond the claims of any unsecured creditor of the Employer.

9.3      Governing Law. The Plan shall be governed and construed under the laws
         of the Commonwealth of Pennsylvania to the extent not preempted by
         Federal law which shall otherwise control.

9.4      No Assignment Permitted. Except as otherwise provided in Section 5, no
         Participant, Beneficiary or heir shall have any right to commute, sell,
         transfer, encumber, hypothecate, assign or otherwise convey the right
         to receive any payment under the terms of this Plan. Any such attempted
         assignment shall be considered null and void.

9.5      Binding Terms. The terms of this Plan shall be binding upon and inure
         to the benefit of the parties hereto, their respective heirs,
         executors, administrators and successors.

9.6      Spendthrift Provision. The interest of any Participant or any
         beneficiary receiving payments hereunder shall not be subject to
         anticipation, nor to voluntary or involuntary alienation, until
         distribution is actually made.

9.7      Headings. All headings preceding the text of the several Sections
         hereof are inserted solely for reference and shall not constitute a
         part of this Plan, nor affect its meaning, construction or effect.


                                      -16-

<PAGE>


         IN WITNESS WHEREOF, and as evidence of its adoption of this Plan, the
Employer has caused the same to be executed this______________ day
of___________________, 2002.


ATTEST                                      IMPAX LABORATORIES, INC.


___________________________________         ____________________________________


                                      -17-

<PAGE>



                                    EXHIBIT I

                             Investment Fund Options



Alliance Money Market
Alliance Inter. Gov't Securities
Alliance Quality Bond
Alliance High Yield
T. Rowe Price Equity Income
EQ/Putnam Growth & Income
Alliance Growth & Income
Alliance Equity Index
Alliance Technology
Mercury Basic Value Equity
Alliance Common Stock
MFS Research
MFS Growth with Income
EQ/Alliance Premier Growth
Capital Guardian Research
Capital Guardian U.S. Equity
Alliance Global
Alliance International
T. Rowe Price Int'l Stock
Morgan Stanley Emerging Mkts. Eq.
EQ/Aggressive Stock
EQ/Evergreen
FI Small/Mid Cap Value
Alliance Small Cap Growth
MFS Emerging Growth Companies
Alliance Conservative Investors
EQ/Putnam Balanced
EQ/Evergreen Foundation
EQ/Balanced
Alliance Growth Investors
Mercury World Strategy
EQ/AXP New Dimensions
EQ/AXP Strategy Aggressive
FI Mid-Cap
EQ/Janus Large-Cap Growth