exv10w20wa






Exhibit 10.20(a)




Confidential




EXECUTIVE EMPLOYMENT AGREEMENT




          This Executive Employment Agreement (the “Agreement”) is dated as of February 28,
2008 by and between Mylan Inc. (the “Company”) and Daniel C. Rizzo, Jr. (“Executive”).




RECITALS:




          WHEREAS, the Company wishes to employ Executive as a Senior Vice-President and Corporate
Controller at Company’s Canonsburg, Pennsylvania location;




          WHEREAS, the Company is engaged in business which is global in nature, involving business
lines, operations, sales, customers, technology, and intellectual property located throughout
the United States and internationally;




          WHEREAS, the Company and Executive are executing a Transition and Succession
Agreement concurrent with execution of this Agreement; and




          WHEREAS, this Agreement provides Executive with consideration and benefits which were not
previously offered to Executive.




          NOW, THEREFORE, in consideration of the above and the promises and mutual obligations of the
parties contained herein, and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Executive agree as follows:




     1. Employment of Executive and Best Efforts. The Company agrees to employ
Executive, and Executive accepts employment by the Company, on the terms and conditions provided
herein. Executive shall report to the Chief Financial Officer of the Company or such other person
as the Chief Financial Officer shall designate. During the term of this Agreement, Executive shall
devote his full working time and attention to the business and affairs of the Company and its
affiliate companies and subsidiaries (collectively, the “Mylan Companies”) and in the performance
of his duties hereunder, shall serve the Company faithfully and to the best of his ability, and use
his best efforts to promote the interests of the Mylan Companies. During the term of this
Agreement, Executive agrees to promptly and fully disclose to the Company, and not to divert to
Executive’s own use or benefit or the use or benefit of others, any business opportunities
involving any existing or prospective line of business, supplier, product or activity of the Mylan
Companies or any business opportunities which otherwise could be afforded to one or more of the
Mylan Companies.



     2. Term of Agreement. 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, until the third (3rd) anniversary of the
date hereof.



     3. Executive’s Compensation. Executive shall receive the following:



          (a) Base Salary. Executive’s base salary (the “Base Salary”) shall be Three
Hundred Fifty Thousand dollars ($350,000) per annum, payable in accordance with the




 









 








Confidential



Company’s normal payroll practices for its executive officers. Such Base Salary shall be
reviewed annually.




          (b) Annual Bonus. Executive shall be eligible to receive, as determined by
and at the discretion of the Company’s Chief Executive Officer (or, as applicable, the
Compensation Committee of the Mylan Board of Directors), a target Annual Bonus of fifty
percent (50%) of Executive’s then-current Base Salary.




          (c) Fringe Benefits. Executive shall be eligible for such benefits and
perquisites of employment as are generally made available to full time employees of the
Company, in accordance with the terms and conditions of such policies, procedures and
benefit
plans. Benefits are subject to the terms and conditions of the underlying plan documents and
applicable law. The Company reserves the right to modify or discontinue any benefit plan,
program, policy or eligibility requirement for participation in any benefit plan or program
at any time. In addition, Executive shall be entitled to four (4) weeks of vacation per year.
Executive shall also be entitled to the use of a car, or to a monthly car allowance, in
accordance with the fleet policy applicable to Executive in effect from time to time. Executive’s
travel, expense reimbursement and other similar matters will be in accordance with the Company’s
policies in effect from time to time.




     4. Confidentiality. Executive recognizes and acknowledges that the business
interests of the Mylan Companies require a confidential relationship between the Company and
Executive and the fullest protection and confidential treatment of the financial data, customer
information, supplier information, market information, marketing and/or promotional techniques and
methods, pricing information, purchase information, sales policies, employee lists, policy and
procedure information, records, advertising information, computer records, trade secrets, know how,
plans and programs, sources of supply, and other knowledge of the business of the Mylan Companies
(all of which are hereinafter jointly termed “Confidential Information”) which have or may in whole
or in part be conceived, learned or obtained by Executive in the course of Executive’s employment
with the Company. Accordingly, Executive agrees to keep secret and treat as confidential all
Confidential Information whether or not copyrightable or patentable, and agrees not to use or aid
others in learning of or using any Confidential Information except in the ordinary course of
business and in furtherance of the Company’s interests. For example, and not by way of limitation,
during the term of this Agreement and at all times thereafter, except insofar as is necessary
consistent with the Company’s business interests:



          (a) Executive will not, directly or indirectly, disclose any Confidential
Information;




          (b) Executive will not make copies of or otherwise disclose the contents of
documents containing or constituting Confidential Information;




          (c) As to documents which are delivered to Executive or which are made
available to him as a necessary part of the working relationships and duties of Executive
within
the business of the Mylan Companies, Executive will treat such documents confidentially and
will treat such documents as proprietary and confidential, not to be reproduced, disclosed or
used without appropriate authority of the Company;





2









 








Confidential




          (d) Executive will not advise others that the information and/or know how
included in Confidential Information is known to or used by the Mylan Companies; and




          (e) Executive will not in any manner disclose or use Confidential
Information for Executive’s own account and will not aid, assist or abet others in the use
of Confidential Information for their account or benefit, or for the account or benefit of any
person or entity other than the Mylan Companies.




          The obligations set forth in this section survive termination of Executive’s employment
and are in addition to any and all rights the Company may have under state or federal statutes
or common law.




     Notwithstanding anything to the contrary in this Section 4, Executive may disclose
Confidential Information to any federal or state agency, court, or other governmental body in the
event that it is required by subpoena, order or other legal or regulatory process; provided that
Executive shall use his best efforts under the circumstances to notify Company of the same so as to
provide or afford Company the opportunity to obtain such protective orders or other relief as the
compelling court or other entity may grant and shall use its reasonable best efforts to assist
Company in seeking such protective orders or other relief. In such event, Executive shall disclose
only that portion of the Confidential Information that, upon the advice of legal counsel, is
legally required to be disclosed and will use his best efforts under the circumstances to ensure
that any such Confidential Information so disclosed will be accorded confidential treatment by such
agency, court or other body through protective orders, filings under seal and other appropriate
means. Disclosure made pursuant to this paragraph will not otherwise change Executive’s
confidentiality and non-use obligations as set forth in this Agreement.



     5. Non-Competition and Non-Solicitation. Executive agrees that for twelve (12)
months after termination of Executive’s employment with the Company for any reason:



          (a) Executive shall not, directly or indirectly, whether for himself or for any other
person, company, corporation or other entity be or become employed or associated in any way
(including but not limited to the association set forth in i-vii of this subsection) with any
business or organization which is directly or indirectly engaged in the research, development,
manufacture, production, marketing, promotion or sale of any product the same as or similar to
those of the Mylan Companies, or which competes or intends to compete in any line of business with
the Mylan Companies, anywhere the Company is doing business at the time of Executive’s
termination. Notwithstanding the foregoing, Executive may during the period in which this
paragraph is in effect own stock or other interests in corporations or other entities that engage
in businesses the same or substantially similar to those engaged in by the Mylan Companies,
provided that Executive does not, directly or indirectly (including without limitation as the
result of ownership or control of another corporation or other entity), individually or as part of
a group (as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder) (i) control or have the ability to
control the corporation or other entity, (ii) provide to the corporation or entity, whether as an
executive, consultant or otherwise, advice or consultation, (iii) provide to the corporation or
entity any confidential or proprietary information regarding the Mylan Companies or its businesses
or regarding the conduct of businesses similar to those





3









 








Confidential



of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understanding
with other parties to elect one or more persons to any such position (other than solely by the
voting of his shares or ownership interest), (v) hold a position as an officer of the corporation
or entity, (vi) have the purpose to change or influence the control of the corporation or entity
(other than solely by the voting of his shares or ownership interest), or (vii) have a business
or other relationship, by contract or otherwise, with the corporation or entity other than as a
passive investor in it; provided, however, that Executive may vote his shares or ownership
interest in such manner as he chooses provided that such action does not otherwise violate the
prohibitions set forth in this sentence.




          (b) Executive will not, either directly or indirectly, either for himself or for
any other person, partnership, firm, company, corporation or other entity, solicit, divert,
or take away any of the customers or suppliers of the Mylan Companies or contact said customers or
suppliers for the purpose of soliciting, diverting or taking away any such customers or
supplier from the Mylan Companies.




          (c) Executive will not solicit, entice or otherwise induce any employee of
the Mylan Companies to leave the employ of the Mylan Companies for any reason whatsoever,
nor will Executive directly or indirectly aid, assist or abet any other person or entity in
soliciting or hiring any employee of the Mylan Companies, nor will Executive otherwise
interfere with any contractual or other business relationships between the Mylan Companies
and its employees.




     6. Severability. Should an arbitrator or a court of competent jurisdiction determine
that any section or subsection of this Agreement is unenforceable because one or all of them
are vague or overly broad, the parties agree that this Agreement may and shall be enforced to the
maximum extent permitted by law. It is the intent of the parties that each section and
subsection
of this Agreement be a separate and distinct promise and that unenforceability of any one
subsection shall have no effect on the enforceability of another.



     7. Injunctive Relief/Extension of Restriction.



          (a) The parties agree that in the event of Executive’s violation of sections 4
and/or 5 of this Agreement or any subsection thereunder, that the damage to the Company will
be irreparable and that money damages may be difficult or impossible to ascertain and would
not constitute an adequate remedy.




          (b) In addition to whatever other remedies the Company may have at law or
in equity, Executive recognizes and agrees that the Company shall be entitled to a temporary
restraining order and a temporary and permanent injunction enjoining and prohibiting any acts
not permissible pursuant to this Agreement.




          (c) Executive agrees that should either party seek to enforce or determine its
rights or assert a claim for breach in either case because of an act of Executive which the
Company believes to be in contravention of sections 4 and/or 5 of this Agreement or any
subsection thereunder, the duration of the restrictions imposed thereby shall be extended for
a time period equal to the period necessary to obtain enforcement of the Company’s rights.





4









 








Confidential




     
8. Termination of Employment.



          (a) Resignation. Executive may resign from employment at any time upon
ninety (90) days written notice to the Company. During the ninety (90) day notice period
Executive, at the direction of the Chief Financial Officer or such other person as the Chief
Financial Officer shall designate, will continue to perform Executive’s duties, or such other
duties as may be assigned, and shall abide by all other terms and conditions of this
Agreement.
Additionally, Executive will use his best effort to effect a smooth and effective transition
to
whoever will replace Executive. The Company reserves the right to accelerate the effective
date
of Executive’s resignation. The Company shall have no liability to Executive in the event of a
resignation other than that the Company shall pay Executive’s wages and benefits through the
effective date of Executive’s resignation. Executive, however, will continue to be bound by
all
provisions of this Agreement that survive termination of employment in the event of a
resignation.




          (b) Termination for Cause. In the event of a termination for Cause, the
Company shall have no liability to Executive other than that the Company shall pay Executive’s
wages and benefits through the effective date of the Executive’s termination. Executive,
however, will continue to be bound by all provisions of this Agreement that survive
termination
of employment in the event of a termination for Cause.

          “Cause” shall mean: (i) Executive’s willful and substantial misconduct with respect to the
Company’s business or affairs; (ii) Executive’s neglect of duties; (iii) Executive’s conviction of
a crime involving moral turpitude; (iv) Executive’s conviction of any felony; (v) Executive’s
insubordination; or (vi) Executive’s material breach of any provision of this Agreement.




          (c) Termination Without Cause. If the Company terminates Executive
without Cause and Executive complies in all respects with his obligations hereunder, then
Executive shall be paid his then-current Base Salary for a period of twelve (12) months
following the date of termination. Executive and his eligible dependents shall have the right
to
continuation coverage for heath insurance benefits, in accordance with the terms and
conditions
of the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”); such
coverage will be at the Company’s cost for twelve (12) months or until such time as Executive
voluntarily obtains health benefits through another employer or otherwise in connection with
rendering services for a third party, whichever occurs first. Executive will continue to be
bound
by all provisions of this Agreement that survive termination of employment in the event of a
termination without Cause.




          (d) Disability. If in the Company’s discretion Executive has been unable
because of medically determinable physical or mental disability to perform the essential functions
of Executive’s position, with or without reasonable accommodation, for one hundred eighty (180)
calendar days measured from the last full day of Executive’s work, Executive’s employment with the
Company shall terminate without any liability or obligation to Executive under any section of this
Agreement, except to make the Disability Supplemental Payment, defined below. During such one
hundred eighty (180) day period, Executive will be eligible





5









 








Confidential



for short term disability benefits in accordance with the Company’s short term disability policy
in effect at such time.




          If Executive is deemed eligible for disability benefits under the Company’s short term or long
term disability policy, the Company will supplement Executive’s disability benefits with payments
equal to the difference between Executive’s pre-disability Base Salary and Executive’s disability
benefits (the “Disability Supplemental Payment”). The Disability Supplemental Payments will be made
on the Company’s regular paydays and will be subject to any required withholding. For example, and
solely for purposes of illustration, if Executive’s monthly pre-disability Base Salary were
$20,833.33 and his disability benefits were $12,500, the monthly gross amount of the Disability
Supplemental Payment would be $8,333.33. The maximum aggregate amount of such Disability
Supplemental Payments shall not exceed one times the Executive’s pre-disability Base Salary.




          (e) Extension or Renewal. This Agreement may be extended or renewed
upon mutual written agreement of Executive and the Company, signed by both parties. Unless
this Agreement has already been terminated for reasons stated in Section 8(a), (b), (c) or
(d) of
this Agreement, and further provided that Executive would otherwise be physically and
mentally able to perform the essential functions of Executive’s position as of the third
(3rd)
anniversary of the date hereof, with or without reasonable accommodation, Executive and the
Company agree that they shall commence renewal or extension discussions ninety (90) days
prior to the third (3rd) anniversary of the date hereof.




          If, by the third (3rd) anniversary of the date hereof, the Company has not made an
offer to Executive for continued employment with the Company beyond such date, Executive’s
employment shall terminate as of such third (3rd) anniversary, and the Company shall
continue to pay Executive his then-current Base Salary in accordance with the Company’s payroll
practices, for a period of twelve (12) months. Executive and his eligible dependents shall have the
right to continuation coverage for health insurance benefits, in accordance with the terms and
conditions of COBRA; such coverage will be at the Company’s cost for twelve (12) months or until
such time as Executive voluntarily obtains health benefits through another employer or otherwise in
connection with rendering services for a third party, whichever occurs first. If this Agreement is
not extended or renewed, Executive will continue to be bound by all provisions of this Agreement
that survive termination of employment.




          (f) Return of Company Property. Upon the termination of Executive’s
employment for any reason, Executive shall immediately return to the Company all records,
memoranda, files, notes, papers, correspondence, reports, documents, books, diskettes, hard
drives, electronic files, and all copies or abstracts thereof that Executive has concerning
the
Company’s business. Executive shall also immediately return all keys, identification cards,
or
badges, Company-leased or owned automobile (if any), and other Company property.




     9. Indemnification. To the extent not otherwise limited by the Company’s
Bylaws, in the event that Executive is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding (including those brought by or in the right of the
Company), whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the
fact that he is or was an officer, employee or agent of or is or was serving the Company or any
subsidiary



6









 





Confidential



of the Company, or is or was serving at the request of the Company or another corporation, or of a
partnership, joint venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a director, officer,
employee or agent, and further provided that Executive has not breached this Agreement and
satisfies the conditions for indemnification set forth below, Executive shall be indemnified and
held harmless by the Company to the fullest extent authorized by law against all expenses,
liabilities and losses (including attorneys fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in
connection therewith. Such right shall be a contract right and shall include the right to be paid
by the Company expenses incurred in defending any such Proceeding in advance of its final
disposition; provided, however, that the payment of such expenses incurred by Executive in his
capacity as a director or officer (and not in any other capacity in which service was or is
rendered by Executive while a director or officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of such Proceeding will be made only
upon delivery to the Company of an undertaking, by or on behalf of Executive, to repay all amounts
to Company so advanced if it should be determined ultimately by the authority having jurisdiction
over the matter that Executive is not entitled to be indemnified under this section or otherwise.




          The Company’s obligation to indemnify Executive is conditional on the following: (i) promptly
after receipt by Executive of notice of the commencement of any Proceeding for which Executive may
be entitled to be indemnified, Executive shall notify the Company in writing of the commencement
thereof; (ii) the Company shall have the right to assume, direct and control the defense of any
such Proceeding including, but not limited to, the right to select and employ counsel for Executive
(which may be the same counsel as counsel for the Company), and the right to determine legal
strategy for the defense and/or resolution of such Proceeding. The Company shall not be liable to
indemnify Executive for any settlement or other resolution of any Proceeding against Executive that
is effected or entered into without the Company’s written consent. If any indemnity payment made to
or on behalf of Executive is deemed taxable to Executive, the Company shall make Executive whole
for any such tax liability by grossing up reimbursements to Executive or through direct
reimbursement for such tax liability.




     10. General Release as Condition for Post-Employment Payments. In order to receive
any payments under Sections 8(c), (d) or (e) of this Agreement, Executive shall be required to
execute a general release and waiver of all claims against the Company and its parents,
subsidiaries, officers, directors, agents and employees, arising out of or relating in any way
to Executive’s employment or termination of employment with the Company, including but not
limited to a release and waiver of any and all such claims arising under all federal, state or
local
civil rights statutes, other laws, regulations, or the common law.



     11. Notices. All notices hereunder to the parties hereto shall be in writing sent by
certified mail, return receipt requested, postage prepaid, with a copy by fax if the
recipient’s fax
number is shown, addressed to the respective parties at the following addresses:



	 	 	 
	THE COMPANY:

	 	Mylan Inc.
	 

	 	1500 Corporate Drive






7









 






Confidential




	 	 	 
	 

	 	Canonsburg, Pennsylvania 15317
	 

	 	Attention: Chief Financial Officer
	 
	 	 
	With a copy to:

	 	Mylan Inc.
	 

	 	1500 Corporate Drive
	 

	 	Canonsburg, Pennsylvania 15317
	 

	 	Attention: Global General Counsel
	 
	 	 
	EXECUTIVE:

	 	The most recent address on record at the Company.






          Either party may, by written notice complying with the requirements of this section, specify
another or different person or address for the purpose of notification hereunder. All notices shall
be deemed to have been given and received on the day a fax is sent or, if mailed only, on the third
business day following such mailing.




     12. Withholding. All payments required to be made by the Company hereunder to
Executive or his dependents, beneficiaries, or estate will be subject to the withholding of
such
amounts relating to tax and/or other payroll deductions as may be required by law.



     13. Modification. This Agreement may be modified only by a written instrument
duly executed by or on behalf of the parties hereto.



     14. Construction of Agreement. This Agreement and all of its provisions were
subject to negotiation and shall not be construed more strictly against one party than
against
another party regardless of which party drafted any particular provision.



     15. Successors and Assigns. This Agreement and all of its provisions, rights and
obligations shall be binding upon and inure to the benefit of the parties hereto and the
Company’s successors and assigns. This Agreement may be assigned by the Company to any
person, firm or corporation which shall become the owner of substantially all of the assets of
the
Company or which shall succeed to the business of the Company; provided, however, that in the
event of any such assignment the Company shall obtain an instrument in writing from the
assignee in which such assignee assumes the obligations of the Company hereunder and shall
deliver an executed copy thereof to Executive. No right or interest to or in any payments or
benefits hereunder shall be assignable by Executive; provided, however, that this provision
shall
not preclude him from designating one or more beneficiaries to receive any amount that may be
payable after his death and shall not preclude the legal representative of his estate from
assigning
any right hereunder to the person or persons entitled thereto under his will or, in the case
of
intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to
his
estate. The term “beneficiaries” as used in this Agreement shall mean a beneficiary or
beneficiaries so designated to receive any such amount, or if no beneficiary has been so
designated, the legal representative of Executive’s estate. No right, benefit, or interest
hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance,
charge,
pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or to
execution,
attachment, levy, or similar process, or assignment or operation of law. Any attempt,
voluntary
or involuntary, to effect any action specified in the immediately proceeding sentence shall,
to the
full extent permitted by law, be null, void, and of no effect.



8









 





Confidential




     16. Choice of Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the Commonwealth of Pennsylvania as to all matters,
including matters of validity, construction, effect, enforceability, performance and remedies,
irrespective of choice of law principles.



     17. Disputes, Arbitration, and Consent to Jurisdiction.



          (a) Any controversy, dispute or claim arising out of or relating to this
Agreement, or the breach hereof, any claims relating to the validity or enforceability of this
Agreement, or any provision hereof, or any claim which, in any way arises out of or is related
to,
Executive’s employment with the Company or the termination of said employment, including
but not limited to statutory claims for discrimination, shall be resolved by arbitration in
accordance with the then current rules of the American Arbitration Association respecting
employment disputes except that the parties shall be entitled to engage in all forms of
discovery
permitted under the Pennsylvania Rules of Civil Procedure (as such rules may be in effect from
time to time). The hearing of any dispute will be held in Pittsburgh, Pennsylvania. Executive
and Company agree for themselves, their employees, successors and assigns and their
accountants, attorneys and experts that any arbitration hereunder will be held in complete
confidence and, without the other party’s prior written consent, will not be disclosed, in
whole or
in part, to any other person or entity except as may be required by law. The decision of the
arbitrator(s) will be final and binding on all parties and any award rendered shall be
enforced
upon confirmation by a court of competent jurisdiction. Executive and the Company expressly
consent to the jurisdiction of any such arbitrator over them.




          (b) Notwithstanding the foregoing, either party may request a court of
competent jurisdiction to issue such temporary or interim relief (including temporary
restraining
orders and preliminary injunctions) as may be appropriate, either before arbitration is
commenced or pending the outcome of arbitration, whether either party alleges or claims a
violation of this Agreement or any other agreement regarding trade secrets, confidential
information, non-competition or non-solicitation. No such request shall be a waiver of the
right
to submit any claim, dispute or controversy to arbitration.




          (c) In the event either party commences any court action as permitted by
subparagraph (b) above, each of the parties hereto irrevocably submits to the exclusive
jurisdiction of (i) the Court of Common Pleas of Washington County, Pennsylvania and (ii) the
United States District Court for the Western District of Pennsylvania, for the purposes of any
suit, action, or other proceeding arising out of in or any way relating to this Agreement or
Executive’s employment, and agrees not to commence any action, suit or proceeding relating
thereto except in such courts. Each of the parties hereto further agrees that service of any
process, summons, notice or document hand delivered or sent by U.S. certified mail to such
party’s respective address set forth in Section 11 will be effective service of process for
any
action, suit or proceeding in Pennsylvania with respect to any matters to which it has
submitted
to jurisdiction as set forth in the immediately preceding sentence. Each of the parties hereto
irrevocably and unconditionally waives any objection to the laying of venue of any action,
suit or
proceeding arising out of this Agreement in (i) the Court of Common Pleas of Washington
County, Pennsylvania or (ii) the United States District Court for the Western District of
Pennsylvania, and hereby further irrevocably and unconditionally waives and agrees not to
plead





9









 








Confidential



or claim in any such court that such action, suit or proceeding brought in such court has been
brought in an inconvenient forum.




     18. Voluntary Nature of This Agreement. Executive acknowledges and agrees that he
is executing this Agreement voluntarily and without any duress or undue influence by the
Company or anyone else. Executive further acknowledges and agrees that he has carefully read
this Agreement and has asked any questions needed for him to understand the terms,
consequences and binding effect of this Agreement and fully understand it. Finally, Executive
agrees that he has been provided an opportunity to seek the advice of an attorney of his
choice
before signing this Agreement.



     19. Headings. The headings of the sections of this Agreement have been inserted for
convenience of reference only and shall in no way affect the interpretation of any terms or
conditions of this Agreement.



     20. Execution in Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute
one and the same instrument.



(Signature page follows)





10









 








Confidential




     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first
above mentioned.



	 	 	 	 	 	 	 	 	 	 	 
	MYLAN INC.,	 	 	 	EXECUTIVE:
	 
	 	 	 	 	 	 	 	 	 	 
	BY:	 	/s/ Edward J. Borkowski	 	 	 	/s/ Daniel C. Rizzo, Jr.
	 	 	 	 	 	 	 
	 	 	Its:	 	CFO	 	 	 	Daniel C. Rizzo, Jr.  







11