EX-10.4.D



 







EXHIBIT 10.4(d)




AMENDMENT TO MYLAN LABORATORIES INC.

2003 LONG-TERM INCENTIVE PLAN




     This Amendment, dated as of December 2, 2004 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;



     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:




	1.	 	Section 2.06 the Plan is hereby amended in its entirety as follows:





     Change in Control shall mean: (a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that, for purposes of this Section 2.06(a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the
Company or any of its subsidiaries, (ii) any acquisition by the Company or any of its subsidiaries,
(iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any Affiliate, (iv) any acquisition by a Person that is permitted to, and actually
does, report its beneficial ownership on Schedule 13G (or any successor schedule); provided that,
if such Person subsequently becomes required to or does report its beneficial ownership on Schedule
13D (or any successor schedule), then, for purposes of this paragraph, such Person shall be deemed
to have first acquired, on the first date on which such Person becomes required to or does so
report, beneficial ownership of all of the Outstanding Company Common Stock and Outstanding Company
Voting Securities beneficially owned by it on such date or (v) any acquisition pursuant to a
transaction that complies with Section 2.06 (c)(1), (c)(2) and (c)(3); or (b) Individuals who, as
of December 2, 2004, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any individual becoming a
director subsequent to December 2, 2004 whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least two-thirds of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of office occurs as a
result of, an actual or threatened election contest with respect to the election or removal of
directors or other



 









 




actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board; or (c) consummation of a reorganization, merger, statutory share exchange or consolidation
or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other
disposition of all or substantially all of the assets of the Company, or the acquisition of assets
or stock of another entity by the Company or any of its subsidiaries (each, a “Business
Combination”), in each case unless, following such Business Combination, (1) the Outstanding
Company Common Stock and the Outstanding Company Voting Securities immediately prior to such
Business Combination continue to represent (either by remaining outstanding or being converted into
voting securities of the resulting or surviving entity or any parent thereof) more than 50% of the
then-outstanding shares of common stock and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such transaction, owns the Company or all or substantially all of
the Company’s assets either directly or through one or more subsidiaries), (2) no Person (excluding
any employee benefit plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the
then-outstanding shares of common stock of the corporation resulting from such Business Combination
or the combined voting power of the then-outstanding voting securities of such corporation, except
to the extent that such ownership existed prior to the Business Combination, and (3) individuals
who comprise the Incumbent Board immediately prior to such Business Combination constitute at least
a majority of the members of the board of directors of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as a result of such transaction,
owns the Company or all or substantially of the Company’s assets either directly or through one or
more subsidiaries); or (d) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.



2. The first sentence of Section 6.05 is hereby amended and restated to read as follows:





Unless otherwise provided by the Committee in the applicable Award Agreement, in the event
of a Change in Control, all Options and Stock Appreciation Rights outstanding on the date
of such Change in Control shall become immediately and fully exercisable.


3. The first sentence of Section 7.04 is hereby amended and restated to read as follows:





Unless otherwise provided by the Committee in the applicable Award Agreement, in the event
of a Change in Control, all restrictions applicable to Restricted Shares and Restricted
Unit Awards shall terminate fully and the Participant shall immediately have the right to
the delivery of share certificates.



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4. The first sentence of Section 8.03 is hereby amended and restated to read as follows:





Unless otherwise provided by the Committee in the applicable Award Agreement, in the event
of a Change in Control, all Performance Awards for all Award Periods shall immediately
become fully payable (at the maximum level) to all Participants and shall be paid to
Participants within thirty (30) days after such Change in Control.


5. The first sentence of Section 9.03 is hereby amended and restated to read as follows:





Unless otherwise provided by the Committee in the applicable Award Agreement, in the event
of a Change in Control, all other stock-based Awards under this Article IX shall
immediately become fully vested and payable to all Participants and shall be paid to
Participants within thirty (30) days after such Change in Control.


6. Section 11.07 of the Plan is hereby amended by adding the following at the end of such Section
to read as follows:





Notwithstanding anything in this Plan or in any Award Agreement to the contrary, this
Section 11.07 shall be of no force and effect on or following the occurrence of a Change in
Control.


7. This Amendment is effective as of the date first set forth above. Except as amended hereunder,
all other terms and conditions of the Plan shall remain in full force and effect.





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