Ex-10.4.A



 



EXHIBIT 10.4(a)


AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT



     THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”)
is made as of this 15th day of December, 2003, by and between Mylan
Laboratories Inc., a Pennsylvania corporation (the “Company”), and Stuart A.
Williams (“Executive”).


     WHEREAS, the Company and Executive are party to that certain Executive
Employment Agreement dated as of March 1, 2002 (the “Agreement”), pursuant to
which the Company agrees to employ Executive, and Executive accepts such
employment, as more particularly described in the Agreement; and


     WHEREAS, as permitted by Section 14 of the Agreement, the Company and
Executive desire to amend the Agreement, upon the terms and conditions set
forth herein;


     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 8(b) of the Agreement is hereby amended to delete item (iv)
(“Executive’s death”) from the definition of “Cause” set forth in such section.


     2.     The Agreement is hereby further amended such that henceforth the
parties agree that: the employment of Executive shall automatically terminate
upon Executive’s death or upon the occurrence of a disability that renders
Executive incapable of performing the essential functions of his position
within the meaning of the Americans With Disabilities Act of 1990. For all
purposes of this Agreement, any such termination shall be treated in the same
manner as a termination without Cause, as described in Section 8(c) of the
Agreement, and Executive, or Executive’s estate, as applicable, shall receive
all consideration, compensation and benefits that would be due and payable to
Executive for a termination without Cause.


     3.     (a) The parties acknowledge and agree that this Amendment is an
integral part of the Agreement. Notwithstanding any provision of the Agreement
to the contrary, in the event of any conflict between this Amendment and the
Agreement or any part of either of them, the terms of this Amendment shall
control.


             (b) Except as expressly set forth herein, the terms and conditions of the
Agreement are and shall remain in full force and effect.



             (c) The Agreement, as amended by this Amendment, sets forth the entire
understanding of the parties with respect to the subject matter thereof and
hereof.



             (d) This Amendment shall be governed by, interpreted under and construed
in accordance with the laws of the Commonwealth of Pennsylvania.




 






 





          (e) This Amendment may be executed in any number of counterparts, each of
which shall be an original and all of which shall constitute one and the same
document.



[SIGNATURE PAGE FOLLOWS]



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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as
of the day and year first above written.



	 	 	 
	 	MYLAN LABORATORIES
INC.
	 	 	 
	 	By:	 /s/ Robert J. Coury
	 	 	

	 	Name: Robert J. Coury
	 	Title: Vice Chairman and Chief Executive Officer




	 	 
	 	      /s/ Stuart A. Williams
	 	

	 	Stuart A. Williams



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