EX-10.21(C)






Exhibit 10.21
(c)




AMENDMENT NO. 2 TO

RETIREMENT BENEFIT AGREEMENT




               THIS AMENDMENT TO THE RETIREMENT BENEFIT AGREEMENT (this “Amendment”) by and between Mylan
Inc. (the “Company”) and Edward J. Borkowski (“Executive”), is made as of December 22, 2008.




               WHEREAS, the Company and Executive are parties to that certain Retirement Benefit Agreement
dated as of December 31, 2004 and amended on April 3, 2006 (the “Agreement”); and




               WHEREAS, the Company and Executive wish to further 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.	 	Sections 3.2 and 4.2 of the Agreement are hereby deleted in their entirety and Section 4.3 is
hereby renumbered as Section 4.2.






	2.	 	The last sentence of Section 7.1 of the Agreement is hereby deleted and replaced with the
following:






In no case shall Executive be required to devote in excess of twenty (20) hours a month
to the provision of consulting services hereunder; provided, further,
that the level of consulting services provided by Executive to the Company shall be not
more than 20% of the average level of services provided by Executive to the Company over
the thirty-six month period preceding Executive’s Retirement.




	3.	 	Section X of the Agreement is hereby deleted in its entirety and replaced with the following:






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, Executive shall not be considered to have terminated employment with the
Company for purposes of this Agreement and no payments shall be due to Executive under
this Agreement until 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 this Agreement that are due within the “short term deferral
period” within the meaning of 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 Executive’s termination of employment
shall instead be paid on the first business day after the date that is six months
following 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 Executive under this Agreement shall be paid to 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
Executive) during any one year may not effect amounts reimbursable or provided in any
subsequent year; provided, however, that with respect to any
reimbursements for any taxes which 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 Executive remits
the related taxes.




	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/ Rodney L. Piatt
	 	 
	 

	 	 	 	 
	 

	 	By: Rodney L. Piatt	 	 
	 

	 	Title: Chairman, Compensation Committee	 	 
	 
	 	 	 	 
	 

	 	/s/ Edward J. Borkowski
	 	 
	 

	 	 	 	 
	 

	 	Edward J. Borkowski	 	 







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