EX-10.24.B



 







EXHIBIT
10.24(b)




AMENDMENT NO. 1 TO TRANSITION AND SUCCESSION AGREEMENT




          THIS AMENDMENT NO. 1 TO TRANSITION AND SUCCESSION AGREEMENT (this “Amendment”) by and between
Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”), and                      (the
“Executive”), is made as of March 31, 2006.




          WHEREAS, the Company and the Executive are parties to that certain Transition and Succession
Agreement dated as of                      (the “Agreement”);




          WHEREAS, the Company and the Executive wish to amend the Agreement, 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 1(a) of the Agreement is hereby amended to add the following sentence at the
end of such subsection:






“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.”




	 	2.	 	The reference to “65%” in Section 1(d)(3) of the Agreement is hereby deleted and
replaced with “50%”.
	 
	 	3.	 	The introductory clause of Section 5(a)(1) of the Agreement is hereby deleted and
replaced in its entirety to read as follows:






“(1) the Company shall pay to the Executive (or the Executive’s estate or beneficiary, in the
event of the Executive’s death), in a lump sum in cash within 30 days after the Date of
Termination (or, if required by Section 409A of the Code to avoid the imposition of additional
taxes, on the date that is six (6) months following the Date of Termination), the aggregate of
the following amounts:”




	 	4.	 	Section 5(a)(1)(B) of the Agreement is hereby deleted and replaced in its entirety to
read as follows:






“the amount equal to the product of (i) three and (ii) the amount of base salary and cash bonus
paid to the Executive by the Company as reflected on the Executive’s W-2 in the tax year
immediately preceding the year in which the Date of Termination occurs or the Change of Control
occurs, whichever is greater (in the case of death or resignation for Good Reason by reason of
the Executive’s Disability, reduced (but not below zero) by any death or disability benefits
that the Executive or the Executive’s



 









 






estate or beneficiaries are entitled to pursuant to plans or arrangements of the Company),
provided that if the Executive was not employed by the Company during such entire tax year,
item (ii) shall refer to the amount of base salary and cash bonus as agreed to in Executive’s
offer of employment letter;”




	 	5.	 	The first sentence of Section 5(a)(2) of the Agreement is hereby deleted and replaced
in its entirety to read as follows:






“for three years after the Executive’s Date of termination (or such shorter period as required
by Section 409A of the Code to avoid the imposition of additional taxes), the Company shall
continue benefits to the Executive and/or the Executive’s dependents at least equal to those
that were provided to them (taking into account any required employee contributions,
co-payments and similar costs imposed on the Executive and the Executive’s dependents and tax
treatment of participation in plans, programs, practices and policies by the Executive and the
Executive’s dependents) in accordance with the plans, programs, practices, and policies
described in Section 3(b)(4) as of the Date of Termination or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other peer executives
of the Company and the Affiliated Companies and their dependents; provided, however, that, if
the Executive becomes reemployed with another employer and is eligible to receive such benefits
under another employer provided plan, the medical and other welfare benefits described herein
shall be secondary to those provided under such other plan during such applicable period of
eligibility.”




	 	6.	 	Section 11 of the Agreement is hereby deleted in its entirety and replaced with the
following:






“[Intentionally Omitted.]”




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





[Signature Page Follows]




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




	 	 	 	 	 
	 

	 	MYLAN LABORATORIES INC.	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	EXECUTIVE	 	 
	 
	 	 	 	 
	 

	 	 	 	 






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