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          c. COBRA Payments. Executive and his eligible dependents shall have the right tocontinue, at the Company’s expense, as participant(s) under the Company’s health benefits programsfor up to 18 months after the Separation Date under Title X of the Consolidated Omnibus BudgetReconciliation Act of 1985, as amended (“COBRA”). Executive agrees to notify the Company’s GlobalHuman Resources Department, in writing, immediately upon Executive’s and/or a covered dependent’sfirst date of receipt of health benefits from another source, or as otherwise required by COBRA, atwhich time the COBRA benefits provided to Executive and/or his covered dependents under thisAgreement shall cease.          d. Vacation Pay. The Company will pay Executive for all unused vacation time as ofthe Separation Date. This payment will be included in Executive’s final regular pay.          e. Search Firms. Executive shall be entitled to retain any of the executive searchfirms retained by the Company, and the Company, as applicable, shall provide such search firms withwritten waivers or consents to permit Executive to do so.     2. Benefits. Executive’s group health insurance benefits shall cease on theSeparation Date, subject to Executive’s right to continue his and/or a covered dependent’s grouphealth insurance under the health benefit provisions of COBRA as described in Section 1(c) of thisAgreement. Executive’s participation in all benefits and incidents of employment, including, butnot limited to, vesting in stock options or restricted stock units, and the accrual of bonuses,vacation, and paid time off, and any additional 401(k) plan contributions, cease as of theSeparation Date. Any equity awards (including stock option and restricted stock unit grants thatare unvested as of the Separation Date shall be cancelled as of the Separation Date and shall notbe exercisable following the Separation Date.     Provided that this Agreement becomes effective, Executive may exercise the vested optionslisted below according the following schedule. **If Executive does not exercise such options beforethe stock market closes on the expiration date(s) indicated below, such options will expire andwill not be exercisable in the future.**           **Number of Options**   **Exercise Price per share** **Expiration Date** 257,500    $13.68  December 31, 2010 37,900    $23.27  April 5, 2016 50,000    $15.80  December 31, 2010 65,768    $11.18  December 31, 2010     Provided that this Agreement becomes effective, on the Separation Date, Executive shall vestin the RSUs set forth below:
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       **Grant Date**   **Number of RSUs**4/5/06    19,600 7/27/07    36,076 3/18/08    16,887 In addition, any portion of Executive’s 401(k) account contributions that vested before theSeparation Date remains vested, subject to the provisions of the governing 401(k) plan documents.     3. Payment of Salary and Receipt of All Benefits. Executive acknowledges andrepresents that, other than the consideration set forth in this Agreement, the Company has paid orprovided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, reimbursableexpenses, stock, stock options, vesting, shares pursuant to vested restricted stock units, and anyand all other benefits and compensation due to Executive by the Company and its affiliates,including any payment under the Employment Agreement or the Retirement Benefit Agreement. Toreceive reimbursement for any final Company-related travel expenses, Executive must submit a finalreport of all such outstanding expenses within thirty (30) days after the Separation Date,accompanied by receipts and otherwise subject to the Company’s expense reimbursement policies.     4. Release of Claims. In exchange for the consideration contained in this Agreement,Executive, on behalf of himself and his heirs, executors, administrators, successors and assigns,hereby agrees to execute (and not revoke) the release of claims attached to this Agreement asSchedule A (the “Release”) within twenty-one days following the Separation Date.     5. Application for Employment. Executive understands and agrees that, as a conditionof this Agreement, Executive shall not be entitled to any employment with the Company, andExecutive hereby waives any right, or alleged right, of employment or re-employment with theCompany. The Company acknowledges that it may in the future seek to engage Executive as aconsultant on an independent-contractor basis; nevertheless the Company makes no commitment todoing so. Notwithstanding any other provision in this Agreement, this Paragraph shall be deemed tobe inapplicable in the event that Executive is employed by an entity that is acquired by Company.     6. Cooperation. Prior to the Separation Date, Executive will cooperate in full withthe Company to effect a smooth and effective transition to whoever will replace Executive. Inaddition, Executive hereby agrees that, for five years following the Separation Date, Executivewill cooperate reasonably, at such times as do not interfere materially with Executive’s businessor personal obligations, with any Releasees (as defined in the Release) and/or their advisors inconnection with any matter that could give rise to any liability to a Releasee or their respectivedirectors, officers or employees, including without limitation the conduct of any inquiry,examination, audit, investigation, correspondence, negotiation, dispute, appeal or litigation.Such cooperation shall include without limitation providing reasonable assistance to the directors,officers, employees and representatives of the relevant Releasees during usual business hours,subject to provision of reasonable notice. The Company shall reimburse Executive for all
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reasonable expenses and costs related to providing such assistance, subject to appropriatedocumentation thereof. Nothing in this provision is intended to prohibit Executive from providingcomplete and truthful testimony pursuant to any lawfully issued subpoena, court order, discoverydemand or similar legal process.     7. Trade Secrets and Confidential Information/Company Property. Prior to theSeparation Date, Executive will return all documents and other items provided to Executive by theCompany, developed or obtained by Executive in connection with his employment with the Company, orotherwise belonging to the Company, including but not limited to the personal computer(s),Blackberry, and any and all documents or electronic files. Executive further represents that hehas not misused or disclosed and will not misuse or disclose any of the Company’s confidential,proprietary, or trade secret information to any unauthorized party.     8. No Cooperation. Executive agrees that he will not knowingly encourage, counsel, orassist any attorneys or their clients in the presentation or prosecution of any disputes,differences, grievances, claims, charges, or complaints by any third party against any of theReleasees, unless under a subpoena or other court order to do so or as related directly to the ADEAwaiver in this Agreement or as otherwise required by law. Executive agrees both to immediatelynotify the Company upon receipt of any such subpoena or court order, and to furnish, within three(3) business days of its receipt, a copy of such subpoena or other court order. If approached byanyone for counsel or assistance in the presentation or prosecution of any disputes, differences,grievances, claims, charges, or complaints against any of the Releasees, Executive shall state nomore than that he cannot provide counsel or assistance.     9. Non-disparagement. Unless compelled to testify as a matter of law, Executiveagrees to refrain from any disparaging statements, including but not limited to statements thatamount to libel or slander, about the Company, its subsidiaries and affiliated companies, and/orany of its or their employees, officers, or directors, and/or any of the other Releasees including,without limitation, the business, products, intellectual property, financial standing, future, orother employment, compensation, benefit, or personnel practices of the Company. Executive furtheragrees to refrain from any disparaging statements, including libel or slander, about any of theReleasees that pertain to any personal or confidential matters that may cause embarrassment to anyof the Releasees, or may result in any adverse effect on the professional or personal reputation ofany of the Releasees.     Unless compelled to testify as a matter of law, the Company agrees not to permit its employeesto make any disparaging statements about Executive; *provided, however*, that Executive acknowledgesand agrees that the Company’s obligations under this Paragraph extend only to the Company’s currentsenior executive officers and only for so long as each of them is an employee of the Company.     10. Breach.     a. Material Breach of Agreement. In addition to the rights provided in the“Attorneys’ Fees” section below, Executive acknowledges and agrees that if prior to the PaymentDate the Company, after due inquiry, determines in good faith that there is factual
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evidencethat Executive has materially breached Sections 4, 7, 8, and/or 9 of this Agreement (unless suchbreach constitutes a legal action by Executive challenging or seeking a determination in good faithof the validity of the waiver herein under the ADEA), or Section 6 (Non-Competition andNon-Solicitation) of the Employment Agreement, Executive shall not be entitled to receive paymentshereunder. Furthermore, if any such payments have been made and a court or arbitrator determinesthat Executive has materially breached this Agreement (unless such breach constitutes a legalaction by Executive challenging or seeking a determination in good faith of the validity of thewaiver herein under the ADEA), then the Company shall be entitled immediately to recover theconsideration provided to Executive under this Agreement and to obtain damages, except as providedby law.          b. Executive also acknowledges and agrees that his compliance with Sections 4, 7, 8, 9, and10 of this Agreement and Section 6 of the Employment Agreement is of the essence. TheParties agree that if the Company proves in a court of law or in arbitration that Executivebreached or will breach any of these provisions (Sections 4, 7, 8, 9, and 10 of this Agreement orSection 6 of the Employment Agreement), without limiting any other remedies available to theCompany, the Company shall be entitled to an injunction restraining Executive from any future orfurther breaches and an award of its costs spent enforcing the applicable provision(s), includingall reasonable attorneys’ fees associated with the enforcement action, without regard to whetherthe Company can establish actual damages from Executive’s breach, except to the extent that suchbreach constitutes a legal action by Executive that directly pertains to the ADEA or such remedy isunavailable under law. Any such individual breach or disclosure shall not excuse Executive fromhis obligations hereunder, nor permit him to make additional disclosures. Executive warrants thathe: (a) has not encouraged or assisted any attorneys or their clients in the presentation orprosecution of any disputes against the Company; and (b) has not disparaged any of the Releasees.     11. No Admission of Liability/Compromise. Executive and the Company understand andacknowledge that this Agreement constitutes a compromise and settlement of the Company’s positionon the one hand, and any and all actual or potential disputed claims by the Executive on the other.No action taken by the Company or Executive hereto, either previously or in connection with thisAgreement, shall be deemed or construed to be (a) an admission of the truth or falsity of anyactual or potential claims or (b) an acknowledgment or admission by the Company or Executive of anyfault or liability.     12. Costs. The Parties shall each bear their own costs, attorneys’ fees, and otherfees incurred in connection with the preparation of this Agreement.     13. Choice of Law and Forum. This Agreement shall be construed and enforced accordingto, and the rights and obligations of the parties shall be governed in all respects by, the laws ofthe Commonwealth of Pennsylvania without reference to the principles of conflicts of law thereof.Any controversy, dispute or claim arising out of or relating to this Agreement, or the breachhereof, including a claim for injunctive relief, or any claim which, in any way arises out of orrelates to, Executive’s employment with the Company or the termination of said employment(whether such dispute arises under any federal, state or local statute or regulation, or atcommon law), including but not limited to statutory claims for discrimination, shall be
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resolved byarbitration in accordance with the then current rules of the American Arbitration Associationrespecting employment disputes pertaining at the time the dispute arises, however, that eitherparty may seek an injunction in aid of arbitration with respect to enforcement of Sections 7, 8, 9,or 10 of this Agreement or Section 6 (Non-Competition and Non-Solicitation) of the EmploymentAgreement from any court of competent jurisdiction. The Parties agree that the hearing of any suchdispute will be held in Pittsburgh, Pennsylvania, and the parties shall bear their own costs,expenses and counsel fees to the extent permitted by law. The decision of the arbitrator(s) will befinal and binding on all parties and any award rendered shall be enforceable upon confirmation by acourt of competent jurisdiction. Any arbitration proceedings, decision or award renderedhereunder, and the validity, effect and interpretation of this arbitration provision shall begoverned by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. Executive and the Company expresslyconsent to the jurisdiction of any such arbitrator over them.     14. Tax Consequences. The Company makes no representations or warranties with respectto the tax consequences of the payments and any other consideration provided to Executive or madeon his behalf under the terms of this Agreement. Executive agrees and understands that he isresponsible for payment, if any, of local, state, and/or federal taxes on the payments and anyother consideration provided hereunder by the Company and any penalties or assessments thereon.Executive further agrees to indemnify and hold the Company harmless from any claims, demands,deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by anygovernment agency against the Company for any amounts claimed due on account of (a) Executive’sfailure to pay or delayed payment of federal or state taxes, or (b) damages sustained by theCompany by reason of any such claims, including attorneys’ fees and costs.     15. Authority. The Company represents and warrants that the undersigned has theauthority to act on behalf of the Company and to bind the Company and all who may claim through itto the terms and conditions of this Agreement. Executive represents and warrants that he has thecapacity to act on his own behalf and on behalf of all who might claim through him to bind them tothe terms and conditions of this Agreement. Each Party warrants and represents that there are noliens or claims of lien or assignments in law or equity or otherwise of or against any of theclaims or causes of action released herein.     16. No Representations. Executive represents that he has had an opportunity toconsult with an attorney, and has carefully read and understands the scope and effect of theprovisions of this Agreement. Executive has not relied upon any representations or statements madeby the Company that are not specifically set forth in this Agreement.     17. Severability. In the event that any provision or any portion of any provisionhereof or any surviving agreement made a part hereof becomes or is declared by a court of competentjurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue infull force and effect without said provision or portion of provision.     18. Attorneys’ Fees. Except with regard to a legal action challenging or seeking adetermination in good faith of the validity of the waiver herein under the ADEA or otherwiseprohibited by law, in the event that either Party brings an action to enforce or effect its rights
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under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses,including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’fees incurred in connection with such an action. Such costs and expenses shall be paid to theprevailing party no later than March 15 of the year following the year in which the legal action isresolved.     19. Entire Agreement. This Agreement and the provisions of each of the EmploymentAgreement and the Retirement Benefit Agreement that expressly survive termination thereof(including without limitation non-competition, non-solicitation, confidentiality and consultingcommitment but not the severance pay or benefits provisions), represent the entire agreement andunderstanding between the Company and Executive concerning the subject matter of this Agreement andExecutive’s employment with and separation from the Company and the events leading thereto andassociated therewith, and supersede and replace any and all prior negotiations, representations,agreements and understandings concerning the subject matter of such Agreements and Executive’srelationship with the Company. The Transition and Succession Agreement by and between Executiveand the Company terminates effective as of the Separation Date.     20. No Oral Modification. This Agreement may only be amended in a writing signed byExecutive and the Company’s Chief Executive Officer.     21. Counterparts. This Agreement may be executed in counterparts and by facsimile,and each counterpart and facsimile shall have the same force and effect as an original and shallconstitute an effective, binding agreement on the part of each of the undersigned.     22. Voluntary Execution of Agreement. Executive understands and agrees that heexecuted this Agreement voluntarily, without any duress or undue influence on the part or behalf ofthe Company or any third party, with the full intent of releasing all of his claims against theCompany and any of the other Releasees. Executive acknowledges that: (a) he has read thisAgreement; (b) he has been represented in the preparation, negotiation, and execution of thisAgreement by legal counsel of his own choice or has elected not to retain legal counsel; (c) heunderstands the terms and consequences of this Agreement and of the releases it contains; and (d)he is fully aware of the legal and binding effect of this Agreement.
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     IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forthbelow.        Dated:  February 20, 2009 By  /s/  Edward J. Borkowski    Edward J. Borkowski, an individual             MYLAN INC.