EX-10.6.B



 







EXHIBIT 10.6(b)




AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT




          THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) by and between Mylan
Laboratories Inc., a Pennsylvania corporation (the “Company”) and Edward J. Borkowski (the
“Executive”), is made as of April 3, 2006.




          WHEREAS, the Company and the Executive are parties to that certain Executive Employment
Agreement dated as of July 1, 2004 (the “Agreement”);




          WHEREAS, the Company and the Executive wish to amend and extend 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 of the Agreement is hereby deleted and replaced in its entirety to read as
follows:






“Effective Date; Termination of Employment. This Agreement shall commence and be effective as
of the date hereof and shall remain in effect, unless earlier terminated or extended or
renewed, as provided in Section 8 of this Agreement, through June 30, 2008.”




	 	2.	 	Section 9(c) of the Agreement is hereby deleted and replaced in its entirety by the
following:






“Termination without Cause. If Mylan discharges Executive without Cause, Mylan will pay
Executive, within 30 days of his separation from the Company, a lump sum equal to one and
one-half (1.5) times the sum of his then current Base Salary plus Prior Bonus. Mylan shall
also pay the cost of continuing Executive’s health insurance benefits for the 18 months
following such termination without Cause; provided, however, that in the case of health
insurance continuation, Mylan’s obligation to provide health insurance benefits shall end at
the time as Executive obtains health insurance benefits through another employer or otherwise
in connection with rendering services for a third party. Executive will continue to be bound
by all provisions of this Agreement that survive termination of employment.”




	 	3.	 	The following proviso is hereby added to the end of the final sentence of Section
9(d) of the Agreement:






“provided, however, that such consideration, compensation, and benefits shall be reduced by any
benefits that the Executive or the Executive’s estate or beneficiaries are entitled to pursuant
to plans or arrangements of the Company.”



 









 






	 	4.	 	The following is hereby added as Section 9(h) of the Agreement:






“Section 409A. Notwithstanding anything to the contrary in this Agreement, the payment of
consideration, compensation, and benefits pursuant to this Section 8 shall be interpreted and
administered in a manner intended to avoid the imposition of additional taxes under Section
409A of the Internal Revenue Code.”




	 	5.	 	This Amendment shall be governed by, interpreted under and construed in accordance
with the laws of the Commonwealth of Pennsylvania.
	 
	 	6.	 	This Amendment may be executed in counterparts, each of which shall be an original
and all of which shall constitute the same document.
	 
	 	7.	 	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/ Edward J. Borkowski
	 	 	 	 	 
	 	 	Edward J. Borkowski







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