exv10w31wb







	 	 	 	 	 



Exhibit 10.31(b)




Highly Confidential




AMENDMENT NO. 1 TO

TRANSITION AND SUCCESSION AGREEMENT




          THIS AMENDMENT TO THE TRANSITION AND SUCCESSION AGREEMENT (this “Amendment”) by and between
Mylan Inc. (the “Company”) and Daniel C. Rizzo, Jr. (the “Executive”), is made as of December 22,
2008.




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




          WHEREAS, the Company and Executive wish to amend the Agreement as set forth below to comply
with Section 409A of the Internal Revenue Code;




          NOW, THEREFORE, the Agreement is hereby amended as follows:





	1.	 	The following sentence is hereby added to the end of Section 5(a) of the Agreement:






Notwithstanding the above, to the extent the Executive is terminated (i) prior to the
date on which a Change of Control occurs or (ii) following a Change of Control but prior
to a change in ownership or control of the Company within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), amounts payable to the
Executive hereunder, to the extent not in excess of the amount that the Executive would
have received under any other pre-Change-of-Control severance plan or arrangement with
the Company had such plan or arrangement been applicable, shall be paid at the time and
in the manner provided by such plan or arrangement and the remainder shall be paid to
the Executive in accordance with the provisions of this Section 5(a).




	2.	 	The following shall be added as a new Section 5(c):






Conditions to Payment and Acceleration; Section 409A of the Code. The intent of
the parties is that payments and benefits under this Agreement comply with Section 409A
of the Code to the extent subject thereto, and, accordingly, to the maximum extent
permitted, this Agreement shall be interpreted and administered to be in compliance
therewith. Notwithstanding anything contained herein to the contrary, to the extent
required in order to avoid accelerated taxation and/or tax penalties under Section 409A
of the Code, the Executive shall not be considered to have terminated employment with
the Company for purposes of this Agreement and no payments shall be due to the Executive
under Section 5 of this Agreement until the Executive would be considered to have
incurred a “separation from service” from the Company within the meaning of Section 409A
of the Code. For purposes of this Agreement, each amount to be paid or benefit to be
provided shall be construed as a separate identified payment for purposes of Section
409A of the Code, and any payments described in Section 5 that are due within the “short
term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law
requires otherwise. To the extent required in order to avoid accelerated taxation



 









 







and/or tax penalties under Section 409A of the Code, amounts that would otherwise be
payable and benefits that would otherwise be provided pursuant to this Agreement during
the six-month period immediately following the Executive’s termination of employment
shall instead be paid on the first business day after the date that is six months
following the Executive’s termination of employment (or death, if earlier). To the
extent required to avoid an accelerated or additional tax under Section 409A of the
Code, amounts reimbursable to the Executive under this Agreement shall be paid to the
Executive on or before the last day of the year following the year in which the expense
was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits
provided to the Executive) during any one year may not affect amounts reimbursable or
provided in any subsequent year; provided, however, that with respect to
any reimbursements for any taxes which the Executive would become entitled to under the
terms of the Agreement, the payment of such reimbursements shall be made by the Company
no later than the end of the calendar year following the calendar year in which the
Executive remits the related taxes.




	3.	 	The last sentence of Section 7 is hereby amended by deleting the words “of the Internal
Revenue Code of 1986, as amended (the “Code”)” and replacing them with “of the Code.”
	 
	4.	 	This Amendment shall be governed by, interpreted under and construed in accordance with the
laws of the Commonwealth of Pennsylvania.
	 
	5.	 	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 INC.

 	 
	 	/s/ Heather Bresch
 	 
	 	By:  Heather Bresch 	 
	 	Title:  	Chief Operating Officer 	 
	 
	 	/s/ Daniel C. Rizzo, Jr.
 	 
	 	Daniel C. Rizzo, Jr. 	 
	 	 	 
	 




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