EX-10.4.E



 







EXHIBIT 10.4(e)




AMENDMENT NO. 2 TO MYLAN LABORATORIES INC.

2003 LONG-TERM INCENTIVE PLAN




     This Amendment, dated as of April 3, 2006 is made to the Mylan Laboratories Inc. 2003
Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined herein have the
meanings ascribed to them in the Plan.



     WHEREAS, the Company has previously adopted the Plan and amended the Plan on December 2, 2004;



     WHEREAS, Company wishes to further amend the Plan;



     WHEREAS, the Board has the authority to amend the Plan as set forth in Section 11.16 of the
Plan;



     NOW THEREFORE, pursuant to Section 11.16 of the Plan, the Plan is amended as follows effective
as of April 1, 2006, subject to shareholder approval at the 2006 annual meeting:


1. Section 2.23 of the Plan is hereby amended in its entirety as follows:





“Performance Goals means any of the following: revenue, economic value added (EVA),
operating income, return on stockholders’ equity, return on sales, stock price, earnings
per share, earnings before interest, taxes, depreciation and amortization (EBITDA), cash
flow, sales growth, margin improvement, income before taxes (IBT), IBT margin, return on
investment, return on capital, return on assets, values of assets, market share, market
penetration goals, personnel performance goals, business development goals
(including without limitation regulatory submissions, product launches and other
business development-related opportunities), regulatory compliance goals, international
business expansion goals, customer retention goals, customer satisfaction goals, goals
relating to acquisitions or divestitures, gross or operating margins, operating efficiency,
working capital performance, earnings per share, growth in earnings per share, expense
targets and/or productivity targets or ratios. Where applicable, the Performance Goals may
be expressed in terms of attaining a specified level of the particular criteria, and may be
applied to one or more of the Company, a subsidiary, or affiliate, or a division of or
strategic business unit of the Company or may be applied to the performance of the Company
relative to a market index, a group of other companies or a combination thereof, all as
determined by the Committee. The Committee shall have the authority to make equitable
adjustments to Performance Goals in recognition of unusual or non-recurring events
affecting the Company or any subsidiary or affiliate or the financial statements of the
Company or any subsidiary or affiliate, in response to changes in applicable laws or
regulations, or to account for items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or



 









 






related to the disposal of a segment of a business or related to a change in accounting
principles.”


2. The following additional sentence shall be added to the end of Section 7.01 of the Plan:





“With respect to Restricted Share, Restricted Unit Awards and Performance Awards (as set
forth in Section 8.01) intended to qualify for the “performance-based” compensation
exception contained in Section 162(m) of the Code, the aggregate number of Restricted
Shares, Restricted Unit Awards and Performance Awards granted to a single Participant for
any performance period shall not exceed 200,000 Shares, subject to adjustment as
prescribed in Section 11.08.”


3. Section 10.01 of the Plan is hereby amended in its entirety as follows:





“Eligibility. This Article X is a limited purpose provision that shall apply only in the
event the Committee deems it appropriate that the Company’s short-term cash incentives for
covered employees (as defined in Section 162(m)) qualify for deductibility under the
“performance-based” compensation exception contained Section 162(m). The maximum value of
such short-term cash incentive for any covered employee shall not exceed $5 million for any
fiscal year.”


4. This Amendment is effective as of the date first set forth above, but shall be subject to
shareholder approval at the 2006 annual meeting. Except as amended hereunder, all other terms and
conditions of the Plan shall remain in full force and effect.





2