EX-10.15.B



 







EXHIBIT 10.15(b)




AMENDMENT NO. 1 TO AMENDED AND RESTATED

RETIREMENT BENEFIT AGREEMENT




          THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RETIREMENT BENEFIT AGREEMENT (this “Amendment”)
by and between Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”) and John P.
O’Donnell (the “Executive”), is made as of April 3, 2006.




          WHEREAS, the Company and the Executive are parties to that certain Amended and Restated
Retirement Benefit Agreement dated as of December 31, 2004 (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:





	 	1.	 	Section 2.1 of the Agreement is hereby deleted and replaced in its entirety with the
following:






“Upon his Retirement from the Company on or after March 31, 2007 (the “Full Vesting Date”),
Executive shall receive the NPV of an annual retirement benefit equal to $150,000 as of the
date of such Retirement for a period of fifteen (15) years (the “Retirement Benefit”), paid in
accordance with Section 2.6 of this Agreement; provided, however, that if Executive Retires
prior to the Full Vesting Date, Executive shall be entitled to receive the NPV of an annual
retirement benefit equal to $100,000 for 10 years (“Partial Retirement Benefit”) and paid in
accordance with Section 2.6 of this Agreement. If Executive Retires in connection with a
Termination without Cause or a Termination for Good Reason (pursuant to the Executive
Employment Agreement entered into by and between the Company and Executive effective as of July
1, 2004, as amended (the “Employment Agreement”)) (other than in the event the Executive’s
employment is terminated (i) by reason of disability or (ii) by reason of the non-extension or
non-renewal of the Employment Agreement), then Executive shall be credited with additional
years of service for purposes of vesting under this Section 2.1 equal to the relevant
multiplier applied for purposes of computing such severance benefits.”




	 	2.	 	Section 2.6 of the Agreement is hereby deleted and replaced in its entirety with the
following:






“Within ten (10) days following Executive’s Retirement, Executive’s Retirement Benefit or
Partial Retirement Benefit, as the case may be, shall be paid to Executive in a lump sum
payment equal to the NPV of the Retirement Benefit or Partial Retirement Benefit, as the case
may be. Notwithstanding the above, if required by



 









 






Section 409A of the Code to avoid the imposition of additional taxes, such payment shall be
made on the date that is six (6) months following the date of such Retirement.”




	 	3.	 	This Amendment shall be governed by, interpreted under and construed in accordance
with the laws of the Commonwealth of Pennsylvania.
	 
	 	4.	 	This Amendment may be executed in counterparts, each of which shall be an original
and all of which shall constitute the same document.
	 
	 	5.	 	Except as modified by this Amendment, the Agreement is hereby confirmed in all
respects.





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




	 	 	 	 	 	 	 
	 	 	MYLAN LABORATORIES INC.
	 
	 	 	 	 	 	 
	 

	 	By: 
	/s/ Robert J. Coury	 	 
	 

	 	 	 	 	 
	 	 	Name: Robert J. Coury
	 	 	Title: Vice Chairman and CEO
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE
	 
	 	 	 	 	 	 
	 	 	  /s/ John P. O’Donnell
	 	 	 	 	 
	 	 	John P. O’Donnell