Ex-10.22



 



EXHIBIT 10.22


TRANSITION AND SUCCESSION AGREEMENT



     AGREEMENT, dated as of the 15th day of December, 2003 (this “Agreement”),
by and between Mylan Laboratories Inc., a Pennsylvania corporation (the
“Company”), and John P. O’Donnell (the “Executive”).


     WHEREAS, the Board of Directors of the Company (the “Board”) has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control
(as defined herein), to ensure the Executive’s full attention and dedication to
the Company in the event of any threatened or actual Change of Control and to
provide the Executive with compensation and benefits arrangements upon a Change
of Control.


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


     Section 1. Certain Definitions. (a) “Effective Date” means the first date
during the Change of Control Period (as defined herein) on which a Change of
Control occurs. Notwithstanding anything in this Agreement to the contrary, if
a Change of Control occurs and if the Executive’s employment with the Company
is terminated prior to the date on which the Change of Control occurs, and if
it is reasonably demonstrated by the Executive that such termination of
employment (1) was at the request of a third party that has taken steps
reasonably calculated to effect a Change of Control or (2) otherwise arose in
connection with or anticipation of a Change of Control, then “Effective Date”
means the date immediately prior to the date of such termination of employment.


     (b)  “Change of Control Period” means the period commencing on the date
hereof and ending on the third anniversary of the date hereof; provided,
however, that, commencing on the date one year after the date hereof, and on
each annual anniversary of such date (such date and each annual anniversary
thereof, the “Renewal Date”), unless previously terminated, the Change of
Control Period shall be automatically extended so as to terminate three years
from such Renewal Date, unless, at least 60 days prior to a Renewal Date no
less than three years from the date hereof, the Company shall give notice to
the Executive that the Change of Control Period shall not be so extended.


     (c)  “Affiliated Company” means any company controlled by, controlling or
under common control with the Company.


     (d)  “Change of Control” means:


          (1) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (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 1(d), the
following acquisitions shall not constitute a




 






 





Change of Control: (i) any
acquisition directly from the Company, (ii) any acquisition by the Company,
(iii) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Affiliated Company or (iv) any acquisition
by any corporation pursuant to a transaction that complies with Sections
1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C);


          (2) Individuals who, as of the date hereof, 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 the date hereof 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;



          (3) 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, (A)
all or substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 65% 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) in substantially
the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (B) 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
(C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement or of the
action of the Board providing for such Business Combination; or



          (4) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.



     (e)  “Employment Agreement” means the Executive Employment Agreement dated
as of July 22, 2002, by and between the Company and the Executive, and any
extension or modification thereof or any successor agreement thereto.


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     Section 2. Employment Period; Employment Agreement. The Company hereby
agrees to continue the Executive in its employ, subject to the terms and
conditions of this Agreement, for the period commencing on the Effective Date
and ending on the second anniversary of the Effective Date (the “Employment
Period”), provided the Employment Period shall terminate sooner upon the
Executive’s termination of employment for any reason. Upon the Effective Date,
the Employment Agreement, with the exception of Section 10 thereof, which shall
survive in all respects, shall be null and void and of no further force or
effect, provided the Executive shall be paid all amounts earned and due to the
Executive thereunder within twenty-four (24) hours of the Effective Date,
subject in all respects to Section 6 below.


     Section 3. Terms of Employment.


     (a)  Position and Duties. (1) During the Employment Period, (A) the
Executive’s position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at any time during the 120-day period immediately
preceding the Effective Date and (B) the Executive’s services shall be
performed at the office where the Executive was employed immediately preceding
the Effective Date or at any other location less than 30 miles from such
office.


          (2) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive agrees to
devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the
Executive’s reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period, it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive’s responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that, to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive’s
responsibilities to the Company.



     (b)  Compensation. (1) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary (the “Annual Base Salary”) at an
annual rate at least equal to 12 times the highest monthly base salary paid or
payable, including any base salary that has been earned but deferred, to the
Executive by the Company and the Affiliated Companies in respect of the
12-month period immediately preceding the month in which the Effective Date
occurs. The Annual Base Salary shall be paid at such intervals as the Company
pays executive salaries generally. During the Employment Period, the Annual
Base Salary shall
be reviewed at least annually, beginning no more than 12 months after the
last salary increase awarded to the Executive prior to the Effective Date. Any
increase in the Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement.


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The Annual Base Salary shall
not be reduced after any such increase and the term “Annual Base Salary” shall
refer to the Annual Base Salary as so increased.


          (2) Annual Bonus. In addition to the Annual Base Salary, the Executive
shall participate in a bonus program during the Employment Period and have a
bonus opportunity which is no less favorable than the bonus opportunity for
other employees of his level at the Company and its Affiliated Companies.



          (3) Incentive, Savings and Retirement Plans. During the Employment
Period, the Executive shall be entitled to participate in all cash incentive,
equity incentive, savings and retirement plans, practices, policies, and
programs applicable generally to other peer executives of the Company and the
Affiliated Companies, but in no event shall such plans, practices, policies and
programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the extent, if
any, that such distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less favorable, in the aggregate, than the
most favorable of those provided by the Company and the Affiliated Companies
for the Executive under such plans, practices, policies and programs as in
effect at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company
and the Affiliated Companies.



          (4) Welfare Benefit Plans. During the Employment Period, the Executive
and/or the Executive’s family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and the Affiliated
Companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer
executives of the Company and the Affiliated Companies, but in no event shall
such plans, practices, policies and programs provide the Executive with
benefits that are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and the Affiliated
Companies. If, on or prior to the Executive’s Date of Termination (as defined
herein), the Executive has attained at least age 50 with at least 20 years of
service with the Company (including all cumulative service, notwithstanding any
breaks in service) the Executive shall be entitled to retiree medical and life
insurance benefits at least equal to those that were provided to peer
executives of the Company and the Affiliated Companies and their dependents
(taking into account any required employee contributions, co-payments and
similar costs imposed on the executives and the executives’ dependents and the
tax treatment of participation in the plans, programs, practices and policies
by the executive and the executives’ dependents) in accordance with the retiree
medical plans, programs, practices and policies of the Company and the
Affiliated Companies in effect as of the Date of Termination.



          (5) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the most favorable policies, practices and
procedures of the Company and the Affiliated Companies in effect for the
Executive at any time during the 120-day period




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immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally
at any time thereafter with respect to other peer executives of the Company and
the Affiliated Companies.


          (6) Fringe Benefits. During the Employment Period, the Executive shall be
entitled to fringe benefits, including, without limitation, tax and financial
planning services, payment of club dues, and, if applicable, use of an
automobile and payment of related expenses, in accordance with the most
favorable plans, practices, programs and policies of the Company and the
Affiliated Companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies.



          (7) Office and Support Staff. During the Employment Period, the Executive
shall be entitled to an office or offices of a size and with furnishings and
other appointments, and to exclusive personal secretarial and other assistance,
at least equal to the most favorable of the foregoing provided to the Executive
by the Company and the Affiliated Companies at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as provided generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies.



          (8) Vacation. During the Employment Period, the Executive shall be
entitled to paid vacation in accordance with the most favorable plans,
policies, programs and practices of the Company and the Affiliated Companies as
in effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives
of the Company and the Affiliated Companies.



     Section 4. Termination of Employment.


     (a)  Death or Disability. The Executive’s employment shall terminate
automatically if the Executive dies during the Employment Period. If either
the Company or the Executive (or his legal representative) determines in good
faith that the Disability (as defined herein) of the Executive has occurred
during the Employment Period, such party may give the other party written
notice (“Disability Notice”) in accordance with Section 13(b) of his or its
intention that the Executive’s employment be terminated. In such event, the
Executive’s employment with the Company shall terminate effective on the 30th
day after receipt of the Disability Notice by the Executive or by the Company,
as the case may be (the “Disability Effective Date”), provided that, within 30
days after such receipt, the Executive shall not have returned to full-time
performance of the Executive’s duties. “Disability” means the absence of the
Executive from the Executive’s duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness that is
determined to be total and permanent by a physician selected by the party
providing the Disability Notice and reasonably acceptable to the other party.


     (b)  Cause. The Company may terminate the Executive’s employment during
the Employment Period for Cause. “Cause” means:


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          (1) the willful and continued failure of the Executive to perform
substantially the Executive’s duties (as contemplated by Section 3(a)(1)(A))
with the Company or any Affiliated Company (other than any such failure
resulting from incapacity due to physical or mental illness or following the
Executive’s delivery of a Notice of Termination for Good Reason (as defined
herein)), after a written demand for substantial performance is delivered to
the Executive by the Board or the Chief Executive Officer of the Company that
specifically identifies the manner in which the Board or the Chief Executive
Officer of the Company believes that the Executive has not substantially
performed the Executive’s duties, or



          (2) the willful engaging by the Executive in illegal conduct or gross
misconduct that is materially and demonstrably injurious to the Company.



For purposes of this Section 4(b), no act, or failure to act, on the part of
the Executive shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive’s action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or upon the instructions of the Chief Executive
Officer of the Company or a senior officer of the Company or based upon the
advice of counsel for the Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of
the Company. The cessation of employment of the Executive shall not be deemed
to be for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board (excluding the
Executive, if the Executive is a member of the Board) at a meeting of the Board
called and held for such purpose (after reasonable notice is provided to the
Executive and the Executive is given an opportunity, together with counsel for
the Executive, to be heard before the Board), finding that, in the good faith
opinion of the Board, the Executive is guilty of the conduct described in
Section 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.


     (c)  Good Reason. The Executive’s employment may be terminated by the
Executive for Good Reason or by the Executive voluntarily without Good Reason.
“Good Reason” means:


          (1) the assignment to the Executive of any duties inconsistent in any
respect with the Executive’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities as contemplated
by Section 3(a), or any other diminution in such position (or removal from such
position), authority, duties or responsibilities (whether or not occurring
solely as a result of the Company’s ceasing to be a publicly traded entity or
becoming a subsidiary or a division of a publicly traded entity), excluding for
this purpose an isolated, insubstantial and inadvertent action not taken in bad
faith and that is remedied by the Company promptly after receipt of notice
thereof given by the Executive;



          (2) any failure by the Company to comply with any of the provisions of
Section 3(b), other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and that is remedied by the Company promptly after
receipt of notice thereof given by the Executive;




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          (3) the Company’s requiring the Executive (i) to be based at any office or
location other than as provided in Section 3(a)(1)(B), (ii) to be based at a
location other than the principal executive offices of the Company if the
Executive was employed at such location immediately preceding the Effective
Date, or (iii) to travel on Company business to a substantially greater extent
than required immediately prior to the Effective Date;



          (4) the failure by the Company to pay to the Executive any portion of any
installment of deferred compensation, or lump sum under any deferred
compensation program of the Company within 7 days after the Executive provides
the Company with written notice of the failure to pay such compensation when it
is due;



          (5) the failure by the Company to provide the Executive with the number of
paid vacation days and holidays to which the Executive was entitled as of the
Effective Date;



          (6) any purported termination by the Company of the Executive’s employment
otherwise than as expressly permitted by this Agreement;



          (7) any failure by the Company to comply with and satisfy Section 12(c);



          (8) if the Company (or the entity effectuating a Change of Control)
continues to exist and be a company registered under the Securities Exchange
Act of 1934, as amended, after the Effective Date and continues to have in
effect an equity-compensation plan, the failure of the Company to grant to the
Executive equity-based compensation with respect to a number of shares of
common stock of the Company (or the entity effectuating the Change of Control)
at least as great as the average annual percentage of the outstanding common
stock of the Company with respect to which the Executive received such
equity-based compensation during the three calendar years immediately prior to
the Effective Date, which equity-based compensation is on terms, including
pricing relative to the market price at the time of grant, that is at least as
favorable to the Executive as the terms of the grant last made to the Executive
prior to the Effective Date;



          (9) failure to include the Executive in any program or plan of benefits
(including, but not limited to, stock option and deferred compensation plans),
and failure to provide the Executive similar levels of benefit amounts or
coverage, which benefits are either provided or otherwise offered to peer
executives of the Company and the Affiliated Companies following the Effective
Date; or



          (10) the termination of the Executive’s employment for Disability.



For purposes of this Section 4(c), any good faith determination of Good Reason
made by the Executive shall be conclusive. Anything in this Agreement to the
contrary notwithstanding, a
termination by the Executive for any reason pursuant to a Notice of Termination
given during the 90-day period immediately following the first anniversary of
the Effective Date shall be deemed to be a termination for Good Reason for all
purposes of this Agreement. The Executive’s mental or physical incapacity
following the occurrence of an event described above shall not affect the
Executive’s ability to terminate employment for Good Reason.


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     (d)  Notice of Termination. Any termination by the Company for Cause, or
by the Executive for Good Reason (other than Disability, which is addressed in
Section 4(a)), shall be communicated by Notice of Termination to the other
party hereto given in accordance with Section 13(b). “Notice of Termination”
means a written notice that (1) indicates the specific termination provision in
this Agreement relied upon, (2) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated, and
(3) if the Date of Termination (as defined herein) is other than the date of
receipt of such notice, specifies the Date of Termination (which Date of
Termination shall be not more than 30 days after the giving of such notice).
The failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance that contributes to a showing of Good
Reason or Cause shall not waive any right of the Executive or the Company,
respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive’s or the
Company’s respective rights hereunder.


     (e)  Date of Termination. “Date of Termination” means (1) if the
Executive’s employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified in the Notice of Termination (which date shall not be
more than 30 days after the giving of such notice), as the case may be, (2) if
the Executive’s employment is terminated by the Company other than for Cause or
Disability, the Date of Termination shall be the date on which the Company
notifies the Executive of such termination, and (3) if the Executive’s
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.


     Section 5. Obligations of the Company upon Termination.


     (a)  Good Reason, Death or Disability; Other Than for Cause. If, during
the Employment Period, the Company terminates the Executive’s employment other
than for Cause or the Executive resigns for Good Reason or if the Executive’s
employment is terminated as a result of the Executive’s death or Disability:


           (1) the Company shall pay to the Executive (or the Executive’s estate or
beneficiary, in the event of the Executive’s death), in a lump sum in cash
within 30 days after the Date of Termination, the aggregate of the following
amounts:




		
	 	     (A) the sum of (i) the Executive’s Annual Base Salary through the
Date of Termination to the extent not theretofore paid, and (ii) any
compensation previously deferred by the Executive (together with any
accrued interest or earnings thereon) and any accrued vacation pay, in
each case, to the extent not theretofore paid (the sum of the amounts
described in subclauses (i) and (ii) the “Accrued Obligations”); and
	 
	 	     (B) the amount equal to three (3) times the sum of: (i) the
Executive’s then-current Annual Base Salary, plus (ii) an amount equal to
the highest bonus determined to date under Section 4(b) of the Employment
Agreement or paid to the Executive hereunder;



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          (2) for three years after the Executive’s Date of Termination, or such
longer period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue benefits to the Executive and/or
the Executive’s dependents at least equal to those that were provided to them
(taking into account any required employee contributions, co-payments and
similar costs imposed on the Executive and the Executive’s dependents and the
tax treatment of participation in the plans, programs, practices and policies
by the Executive and the Executive’s dependents) in accordance with the plans,
programs, practices and policies described in Section 3(b)(4) as of the Date of
Termination or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and
the Affiliated Companies and their dependents, provided, however, that, if the
Executive becomes reemployed with another employer and is eligible to receive
such benefits under another employer provided plan, the medical and other
welfare benefits described herein shall be secondary to those provided under
such other plan during such applicable period of eligibility. The eligibility
of the Executive and the Executive’s dependents, if any, for “COBRA”
continuation coverage under Section 4980B of the Code (as defined herein) shall
begin on the date that the coverage described in this Section 5(a)(2) ceases to
be provided. For purposes of determining eligibility (but not the time of
commencement of benefits) of the Executive for retiree medical and life
insurance benefits pursuant to such plans, practices, programs and policies,
the Executive shall be considered to have remained employed until three years
after the Date of Termination and to have retired on the last day of such
period in order to determine age and service; and



          (3) to the extent not theretofore paid or provided, the Company shall
timely pay or provide to the Executive any Other Benefits (as defined in
Section 6).



     (b)  Cause; Other Than for Good Reason. If the Executive’s employment is
terminated for Cause during the Employment Period, the Company shall provide to
the Executive (1) the Executive’s Annual Base Salary through the Date of
Termination, (2) the amount of any compensation previously deferred by the
Executive, and (3) the Other Benefits, in each case, to the extent theretofore
unpaid, and shall have no other severance obligations under this Agreement. If
the Executive voluntarily terminates employment during the Employment Period,
excluding a termination for Good Reason, the Company shall provide to the
Executive the Accrued Obligations and the timely payment or delivery of the
Other Benefits, and shall have no other severance obligations under this
Agreement. In such case, all the Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination.


     Section 6. Employment Agreement; Non-Exclusivity of Rights. The Executive
shall be entitled to the higher of the benefits and compensation payable under
this Agreement or those payable under the Employment Agreement as if the Change
of Control were deemed a termination without Cause (as defined therein). It is
the intent of the parties that nothing in this Agreement or in the Employment
Agreement shall affect any right the Executive may have with respect to: (i)
any vested or other Benefits that the Executive is entitled to receive
under any plan, policy, practice or program of or any other contract or
agreement with the Company or the Affiliated Companies at or subsequent to a
Change of Control (“Other Benefits”); and (ii) continuing or future
participation in any plan, program, policy or practice provided by the Company
or the Affiliated Companies and for which the Executive may qualify. If the
Executive’s employment is terminated by reason of the Executive’s Disability
(or death),


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with respect to the provision of the Other Benefits, the term
“Other Benefits” shall include, and the Executive (or the estate or beneficiary
of the Executive, in the event of the Executive’s death) shall be entitled
after the Disability Effective Date (or upon the Executive’s death) to receive,
disability (or death) benefits and other benefits at least equal to the most
favorable of those generally provided by the Company and the Affiliated
Companies to disabled executives (or to the estates and beneficiaries of
deceased executives) and/or their families in accordance with such plans,
programs, practices and policies relating to disability (or death), if any, as
in effect generally with respect to other peer executives of the Company and
the Affiliated Companies and their families at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive and/or the Executive’s family, as in effect at any time thereafter
generally with respect to other peer executives of the Company and the
Affiliated Companies and their families. .


     Section 7. No Set-Off; Company’s Obligations; Mitigation. The Company’s
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense, or other claim, right or action that the
Company may have against the Executive or others. In no event shall the
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and such amounts shall not be reduced whether or
not the Executive obtains other employment. The Company agrees to pay as
incurred (within 10 days following the Company’s receipt of an invoice from the
Executive), to the full extent permitted by law, all legal fees and expenses
that the Executive may reasonably incur as a result of any contest or
disagreement (regardless of the outcome thereof) by the Company, the Executive
or others of the validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance thereof (including
as a result of any contest by the Executive about the amount of any payment
pursuant to this Agreement), plus, in each case, interest on any delayed
payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Internal Revenue Code of 1986, as amended (the “Code”). No obligation of
the Company under this Agreement to pay the Executive’s fees or expenses shall
in any manner confer upon the Company any right to select or approve any of the
attorneys or accountants engaged by the Executive.


     Section 8. Certain Additional Payments by the Company. The Executive and
the Company intend that no part of any payment hereunder be deemed to be a
“parachute payment” as defined under Section 280G of the Code, and instead such
payments are meant to compensate the Executive for services rendered. However,
should any portion of these payments give rise to excise taxes imposed under
Section 4999 of the Code, then the Executive shall be entitled to receive an
additional payment (the “Gross-Up Payment”) in an amount such that, after
payment by the Executive of the excise and all other taxes (and any interest or
penalties imposed with respect to such taxes) and excise tax imposed upon the
Gross-Up Payment, the Executive retains an amount equal to the attorneys’ and
accountants’ fees incurred with respect to or in connection with the payment of
such excise tax. Any amounts payable under this subsection not
paid within 30 days of the Executive’s reasonably detailed invoice thereof
shall subject to liquidated damages at a rate of 5% of the delayed payment; any
amounts remaining unpaid thereafter shall be assessed liquidated damages at a
rate of 5% of the delayed payment (including liquidated damages then payable)
for each additional 30-day period following the initial 30 days.


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     Section 9. Covenants of Executive.


     (a)  Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or the Affiliated Companies, and
their respective businesses, which information, knowledge or data shall have
been obtained by the Executive during the Executive’s employment by the Company
or the Affiliated Companies and which information, knowledge or data shall not
be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement). After
termination of the Executive’s employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those persons designated
by the Company. In no event shall an asserted violation of the provisions of
this Section 9 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.


     (b)  Non-Competition. In consideration for the protections provided to the
Executive under this Agreement, the Executive agrees that from the Date of
Termination until the first anniversary thereof (the “Covenant Period”), the
Executive will not, directly or indirectly, own, manage, operate, control or
participate in the ownership, management, operation or control of, or be
connected as an officer, employee, partner, director or otherwise with, or
(other than through the ownership of not more than five percent (5%) of the
voting stock of any publicly held corporation) have any financial interest in,
or aid or assist anyone else in the conduct of, a business which at the time of
such termination competes in the United States with a business conducted by the
Company or any group, division or subsidiary of the Company (“Company Group”)
as of the Date of Termination. Notwithstanding the foregoing, the Executive’s
employment by a business that competes with the business of the Company, or the
retention of the Executive as a consultant by any such business shall not
violate this Section 9(b) if the Executive’s duties and actions for the
business are solely for groups, divisions or subsidiaries that are not engaged
in a business that competes with a business conducted by the Company. No
business shall be deemed to be a business conducted by the Company unless the
Company was engaged in the business as of the Date of Termination and continues
to be engaged in the business and at least twenty-five percent (25%) of the
Company’s consolidated gross sales and operating revenues, or net income, is
derived from, or at least twenty-five percent (25%) of the Company’s
consolidated assets are devoted to, such business and no business shall be
deemed to compete with a business conducted by the Company unless at least
twenty-five percent (25%) of the consolidated gross sales and operating
revenues, or net income, of any consolidated group that includes the business,
is derived from, or at least twenty-five percent (25%) of the consolidated
assets of any such consolidated group are devoted to, such business.


     (c)  Non-Solicitation. During the Covenant Period, the Executive shall not
solicit on the Executive’s behalf or on behalf of any other person the
services, as employee,
consultant or otherwise of any person who on the Date of Termination is
employed by the Company Group, whether or not such person would commit any
breach of his contract of service in leaving such employment, except for any
employee (i) whose employment is terminated by the Company or any successor
thereof prior to such solicitation of such employee, (ii) who initiates
discussions regarding such employment without any solicitation by the
Executive,


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(iii)  who responds to any public advertisement unless such
advertisement is designed to target, or has the effect of targeting, employees
of the Company, or (iv) who is initially solicited for a position other than by
the Executive and without any suggestion or advice from the Executive. Nothing
herein shall restrict businesses that employ the Executive or retain the
Executive as an executive from soliciting from time to time employees of the
Company, if (A) such solicitation occurs in the ordinary course of filling the
business’s employment needs, and (B) the solicitation is made by persons at the
business other than the Executive who have not become aware of the availability
of any specific employees as a result of the advice of the Executive.


     (d)  Continuation of Employment. The Executive agrees not to voluntarily
terminate employment with the Company (other than as a result of an event that
would constitute Good Reason that is at the request of a third party that has
taken steps reasonably calculated to effectuate a Change of Control or
otherwise arose in connection with or in anticipation of a Change of Control)
from such time as the Company has entered into an agreement that would result
in a Change of Control until the Change of Control; provided, that such
provision shall cease to apply upon the termination of such agreement or if the
Change of Control has not occurred within one year following the execution of
such agreement.


     Section 10. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator’s award in any court having
jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of the Executive’s right to be paid any amounts or
provided with any benefits due to the Executive hereunder during the pendency
of any dispute or controversy arising under or in connection with this
Agreement.


     Section 11. Rabbi Trust. Immediately prior to a Change of Control, the
Company shall deposit in a trust designed in accordance with Revenue Procedure
92-64 or any successor thereto having a trustee independent of the Company and
any successor thereto an amount equal to the total amount necessary to make the
payments to the Executive or the Executive’s estate as contemplated by Sections
5 and 8. The Executive shall be entitled to receive funds held in such trust
from the trustee upon the Executive’s delivery to the trustee of a written
certification by the Executive that a termination of the Executive’s employment
has occurred and that, as a result, the Executive is entitled to payment under
Section 5 or 8 hereof. Any funds which the Executive so receives shall be
credited against the amount owed by the Company to the Executive pursuant to
this Agreement. The Company shall pay any and all expenses of establishing and
maintaining the trust.


     Section 12. Successors. (a) This Agreement is personal to the Executive,
and, without the prior written consent of the Company, shall not be assignable
by the Executive; provided, however, the Executive may designate one or more
beneficiaries to receive amounts
payable hereunder after his death. This Agreement shall inure to the
benefit of and be enforceable by the Executive’s legal representatives.


     (b)  This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns. Except as provided in Section 12(c),
without the prior written consent of the Executive this Agreement shall not be
assignable by the Company.


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     (c)  The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
“Company” means the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid that assumes and agrees to perform this
Agreement by operation of law or otherwise.


     Section 13. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without reference to principles of conflict of laws. The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified other than by a written
agreement executed by the parties hereto or their respective successors,
permitted assigns and legal representatives.


     (b)  All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:


     if to the Executive:



	 
	at the most recent address on record at the Company;



     if to the Company:



	 
	Mylan Laboratories Inc.
	1500 Corporate Drive
	Canonsburg, PA 15317
	Attention: Chief Legal Officer



or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.


     (c)  The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement. Any invalid or unenforceable provision shall be deemed severed from
this Agreement to the extent of its invalidity or unenforceability, and this
Agreement shall be construed and enforced as if the Agreement did not contain
that particular provision to the extent of its invalidity or unenforceability,
provided that in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar
in terms to such invalid or unenforceable provision as may be possible and
be valid and enforceable.


     (d)  The Company may withhold from any amounts payable under this Agreement
such United States federal, state or local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.


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     (e)  The Executive’s or the Company’s failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
under Section 4(c), shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.


     (f)  The Executive and the Company acknowledge that, except as provided in
the Employment Agreement or any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is “at will”
and, subject to Section 1(a), prior to the Effective Date, the Executive’s
employment may be terminated by either the Executive or the Company at any time
prior to the Effective Date, in which case the Executive shall have no further
rights under this Agreement. From and after the date of the Effective Date,
except for any agreements providing for retirement benefits and as otherwise
specifically provided herein (including without limitation in Section 6), this
Agreement shall supersede any other agreement between the parties with respect
to the subject matter hereof.


     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand
and the Company has caused these presents to be executed in its name on its
behalf, all as of the day and year first above written.



	 	 	 
	JOHN P. O’DONNELL	 	
MYLAN LABORATORIES INC.
	 	 	 
	    /s/ John P. O’Donnell	 	
    /s/ Robert J. Coury
	
	 	


	 	 	
By: Robert J. Coury
	 	 	
Its: Vice Chairman and CEO



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