Exhibit 10.33**EXECUTIVEEMPLOYMENT AGREEMENT**     This Executive Employment Agreement (the “Agreement”) is dated as of January 31, 2007, by andbetween Mylan Laboratories Inc. (the “Company”) and Heather Bresch (“Executive”).RECITALS:     WHEREAS, the Company wishes to employ Executive as Head of North American Operations,effective as of the date hereof, but may be interested in utilizing Executive in other capacities,in order to avail itself of Executive’s skills and abilities in light of the Company’s businessneeds;     NOW, THEREFORE, in consideration of the promises and mutual obligations of the partiescontained herein, and for other valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Company and Executive agree as follows:     1. Employment of Executive; Best Efforts. The Company agrees to employ Executive, andExecutive accepts employment by the Company, on the terms and conditions provided herein. Effectiveas of the date hereof, Executive shall serve as Head of North American Operations.     2. Effective Date: Term of Employment. This Agreement shall commence and be effectiveas of the date hereof and shall remain in effect, unless earlier terminated, or extended orrenewed, as provided in Section 9 of this Agreement, through the third anniversary of the datehereof (the “Third Anniversary”).     3. Performance of Duties; Best Efforts. During the term of this Agreement, Executiveshall devote her full working time and attention to the business and affairs of Mylan and theperformance of her duties hereunder, serve Mylan faithfully and to the best of her ability, and useher best efforts to promote Mylan’s interests. Without limitation, Executive shall travel inconnection with her employment in accordance with the reasonable direction of the Chief ExecutiveOfficer of the Company, commensurate with the activities of her position. During the term of thisAgreement, Executive agrees to promptly and fully disclose to Mylan, and not to divert toExecutive’s own use or benefit or the use or benefit of others, any business opportunitiesinvolving any existing or prospective line of business, supplier, product or activity of Mylan orany business opportunities which otherwise should rightfully be afforded to Mylan.     4. Executive’s Compensation. Executive’s compensation shall include thefollowing:     (a) Minimum Annual Base Salary. The Executive’s minimum annual base salary (the“Minimum Annual Base Salary”) shall be Three Hundred Fifty Thousand Dollars ($350,000), payable inaccordance with the Company’s normal payroll practices for its
 

 
($350,000), payable in accordance with the Company’s normal payroll practices for its executiveofficers. The Minimum Annual Base Salary may be increased from time to time at the discretion ofthe Compensation Committee of the Board of Directors of the Company, any other committee authorizedby the Board of Directors or any officer having authority over executive compensation.     (b) Annual Bonus. Executive shall have an annual discretionary bonus opportunity ofseventy-five percent (75%) of Executive’s then-current Minimum Annual Base Salary, to be paid uponsatisfaction of certain criteria established by the Compensation Committee of the Board ofDirectors, or by any other committee or officer having authority over executive compensation.     (c) Non-Qualified Stock Options; Performance-Based Compensation. On the date hereof,Executive shall receive non-qualified stock options to purchase one hundred thousand (100,000)shares of Mylan common stock under the 2003 Long-Term Incentive Plan (the “Plan”) in accordancewith the following vesting schedule, provided that Executive remains employed by Mylan on thefollowing vesting dates: on the first anniversary of the date hereof, Executive shall vest in thefirst 25,000 shares; on the second anniversary of the date hereof, Executive shall vest in anadditional 25,000 shares; on the third anniversary of the date hereof, Executive shall vest in anadditional 25,000 shares; and on the fourth anniversary of the date hereof, Executive shall vest inthe remaining 25,000 shares. These options will be subject to all terms of the Plan and theapplicable stock option agreement. Notwithstanding any term or provision to the contrary set forthelsewhere herein, Executive shall be entitled to one hundred percent (100%) vesting of theabove-referenced options in the event Executive resigns for Good Reason or is Terminated WithoutCause, as provided in Section 9 herein.     (d) Fringe Benefits and Expense Reimbursement. The Executive shall receive benefitsand perquisites of employment similar to those as have been customarily provided to the Company’sother executive officers including but not limited to, health insurance coverage, short-termdisability benefits and twenty (20) vacation days, in each case in accordance with the plandocuments or policies that govern such benefits. The Company shall reimburse Executive for allordinary and necessary business expenses in accordance with established Company policy andprocedures.     5. Confidentiality. Executive recognizes and acknowledges that the business interestsof the Company and its subsidiaries, parents and affiliates (collectively the “Mylan Companies”)require a confidential relationship between the Company and Executive and the fullest protectionand confidential treatment of the financial data, customer information, supplier information,market information, marketing and/or promotional techniques and methods, pricing information,purchase information, sales policies, employee lists, policy and procedure information, records,advertising information, computer records, trade secrets, know how, plans and programs, sources ofsupply, and other knowledge of the business of the Mylan Companies (all of which are hereinafterjointly termed “Confidential Information”) which have or may in whole or in part be conceived,learned or obtained by Executive in the course of Executive’s
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employment with the Company. Accordingly, Executive agrees to keep secret and treat as confidentialall Confidential Information whether or not copyrightable or patentable, and agrees not to use oraid others in learning of or using any Confidential Information except in the ordinary course ofbusiness and in furtherance of the Company’s interests. During the term of this Agreement and atall times thereafter, except insofar as is necessary disclosure consistent with the Company’sbusiness interests:     (a) Executive will not, directly or indirectly, disclose any ConfidentialInformation to anyone outside the Mylan Companies;     (b) Executive will not make copies of or otherwise disclose the contents of documentscontaining or constituting Confidential Information;     (c) As to documents which are delivered to Executive or which are made available to her as anecessary part of the working relationships and duties of Executive within the business of theCompany, Executive will treat such documents confidentially and will treat such documents asproprietary and confidential, not to be reproduced, disclosed or used without appropriate authorityof the Company;     (d) Executive will not advise others that the information and/or know how included inConfidential Information is known to or used by the Company; and     (e) Executive will not in any manner disclose or use Confidential Information for Executive’sown account and will not aid, assist or abet others in the use of Confidential Information fortheir account or benefit, or for the account or benefit of any person or entity other than theCompany.The obligations set forth in this paragraph are in addition to any other agreements theExecutive may have with the Company and any and all rights the Company may have under state orfederal statutes or common law.     6. Non-Competition and Non-Solicitation. Executive agrees that for a period ending one(1) year after termination of Executive’s employment with the Company for any reason:     (a) Executive shall not, directly or indirectly, whether for herself or for any other person,company, corporation or other entity be or become associated in any way (including but not limitedto the association set forth in i-vii of this subsection) with any business or organization whichis directly or indirectly engaged in the research, development, manufacture, production, marketing,promotion or sale of any product the same as or similar to those of the Mylan Companies, or whichcompetes or intends to compete in any line of business with the Mylan Companies within NorthAmerica. Notwithstanding the foregoing, Executive may during the period in which this paragraph isin effect own stock or other interests in corporations or other entities that engage in businessesthe same or substantially similar to those engaged in by the Mylan Companies, provided thatExecutive does not, directly or indirectly (including without limitation as
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the result of ownership or control of another corporation or other entity), individually or as partof a group (as that term is defined in Section 13(d) of the Securities Exchange Act of 1934, asamended, and the rules and regulations promulgated thereunder) (i) control or have the ability tocontrol the corporation or other entity, (ii) provide to the corporation or entity, whether as anExecutive, consultant or otherwise, advice or consultation, (iii) provide to the corporation orentity any confidential or proprietary information regarding the Mylan Companies or its businessesor regarding the conduct of businesses similar to those of the Mylan Companies, (iv) hold or havethe right by contract or arrangement or understanding with other parties to hold a position on theboard of directors or other governing body of the corporation or entity or have the right bycontract or arrangement or understanding with other parties to elect one or more persons to anysuch position, (v) hold a position as an officer of the corporation or entity, (vi) have thepurpose to change or influence the control of the corporation or entity (other than solely by thevoting of her shares or ownership interest) or (vii) have a business or other relationship, bycontract or otherwise, with the corporation or entity other than as a passive investor in it;provided, however, that Executive may vote her shares or ownership interest in such manner as shechooses provided that such action does not otherwise violate the prohibitions set forth in thissentence.     (b) Executive will not, either directly or indirectly, either for herself or for any otherperson, partnership, firm, company, corporation or other entity, contact, solicit, divert, or takeaway any of the customers or suppliers of the Mylan Companies.     (c) Executive will not solicit, entice or otherwise induce any employee of the Mylan Companiesto leave the employ of the Mylan Companies for any reason whatsoever; nor will Executive directlyor indirectly aid, assist or abet any other person or entity in soliciting or hiring any employeeof the Mylan Companies, nor will Executive otherwise interfere with any contractual or otherbusiness relationships between the Mylan Companies and its employees.     7. Severability. Should a court of competent jurisdiction determine that any sectionor sub-section of this Agreement is unenforceable because one or all of them are vague or overlybroad, the parties agree that this Agreement may and shall be enforced to the maximum extentpermitted by law. It is the intent of the parties that each section and sub-section of thisAgreement be a separate and distinct promise and that unenforceability of any one subsection shallhave no effect on the enforceability of another.     8. Injunctive Relief. The parties agree that in the event of Executive’s violation ofSections 5 and/or 6 of this Agreement or any subsection thereunder, that the damage to the Companywill be irreparable and that money damages will be difficult or impossible to ascertain.Accordingly, in addition to whatever other remedies the Company may have at law or in equity,Executive recognizes and agrees that the Company shall be entitled to a temporary restraining orderand a temporary and permanent injunction enjoining and prohibiting any acts not permissiblepursuant to this Agreement. Executive agrees that should either party seek to enforce or determineits rights because of an act of Executive
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which the Company believes to be in contravention of Sections 5 and/or 6 of this Agreement orany subsection thereunder, the duration of the restrictions imposed thereby shall be extended for atime period equal to the period necessary to obtain judicial enforcement of the Company’s rights.     9. Termination of Employment.     (a) Resignation, (i) Executive may resign from employment at any time upon 90 dayswritten notice to the Chief Executive Officer. During the 90 days notice period Executive willcontinue to perform duties and abide by all other terms and conditions of this Agreement.Additionally, Executive will use her best efforts to effect a smooth and effective transition towhoever will replace Executive. Mylan reserves the right to accelerate the effective date ofExecutive’s resignation, provided that Executive shall receive Executive’s salary and benefitsthrough the ninety (90) day period. (ii) If Executive resigns without “Good Reason” (as definedbelow), Mylan shall have no liability to Executive under this Agreement other than that the Companyshall pay Executive’s wages and benefits through the effective date of Executive’s resignation.Executive, however, will continue to be bound by all provisions of this Agreement that survivetermination of employment. For purposes of this Agreement “Good Reason” shall mean: (a) a reductionof Executive’s annual base salary below the Minimum Annual Base Salary stipulated in thisAgreement, unless other executive officers of the Company are required to accept a similarreduction; or (b) the assignment of duties to the Executive which are inconsistent with those of anexecutive officer. (iii) If Executive resigns with Good Reason and complies in all respects withher obligations hereunder, Mylan will pay Executive her then-current Base Salary for 12 monthsfollowing her separation from the Company, payable in accordance with the Company’s normal payrollpractices (or, at the Company’s discretion, in a lump sum), plus an amount equal to the bonus thatExecutive would have been entitled to receive for the fiscal year in which the termination occurs,pro rated based on the portion of such year during which Executive was employed by the Company.Mylan shall also pay the cost of continuing Executive’s health insurance benefits for the 12 monthsfollowing her separation from the Company; provided, however, that in the case of health insurancecontinuation, Mylan’s obligation to provide health insurance benefits shall end at such time asExecutive obtains health insurance benefits through another employer or otherwise in connectionwith rendering services for a third party. Executive will continue to be bound by all provisions ofthis Agreement that survive termination of employment.     (b) Termination for Cause. If Mylan determines to terminate Executive’s employmentduring the term of this Agreement for Cause, as defined herein, Mylan will give Executive writtennotice of its belief that acts or events constituting Cause exist. Executive has the right to curewithin five (5) days of Mylan’s giving of such notice, the acts, events or conditions which led tosuch notice being given. For purposes of this Agreement, “Cause” shall mean: (i) Executive’swillful and gross misconduct with respect to the business or affairs of any of the Mylan Companies;(ii) Executive’s insubordination, gross neglect of duties, dishonesty or deliberate disregard ofany material rule or policy of any of the Mylan Companies; (iii) Executive’s conviction of a
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crime involving moral turpitude; or (iv) Executive’s conviction of any felony. If Mylan terminatesExecutive’s employment for Cause, the Company shall have no liability to Executive other than topay Executive’s wages and benefits through the effective date of Executive’s termination.Executive, however, will continue to be bound by all provisions of this Agreement that survivetermination of employment.     (c) Termination Without Cause. If Mylan discharges Executive without Cause, Mylan willpay Executive her then-current Base Salary for 12 months following her separation from the Company,payable in accordance with the Company’s normal payroll practices (or, at the Company’s discretion,in a lump sum), plus a pro rata bonus equal to the bonus that Executive would have been entitled toreceive for the fiscal year in which the termination occurs. Mylan shall also pay the cost ofcontinuing Executive’s health insurance benefits (including, as applicable, those benefits thatcover eligible members of her immediate family) for the 12 months following such terminationwithout Cause; provided, however, that in the case of health insurance continuation, Mylan’sobligation to provide health insurance benefits shall end at such time as Executive obtains healthinsurance benefits through another employer or otherwise in connection with rendering services fora third party. Executive will continue to be bound by all provisions of this Agreement that survivetermination of employment.     (d) Death or Incapacity. The employment of Executive shall automatically terminateupon Executive’s death or upon the occurrence of a disability that renders Executive incapable ofperforming the essential functions of her position within the meaning of the Americans WithDisabilities Act of 1990. For all purposes of this Agreement, any such termination shall be treatedin the same manner as a termination without Cause, as described in Section 9(c) above, andExecutive, or Executive’s estate, as applicable, shall receive all consideration, compensation andbenefits that would be due and payable to Executive for a termination without Cause, provided,however, that such consideration, compensation and benefits shall be reduced by any death ordisability benefits (as applicable) that the Executive or her estate or beneficiaries (asapplicable) are entitled to pursuant to plans or arrangements of the Company.     (e) Extension or Renewal. The Term of Employment may be extended or renewed uponmutual agreement of Executive and the Company. If the Term of Employment is not extended or renewedon terms mutually acceptable to Executive and the Company, and if this Agreement has not beensooner terminated for reasons stated in Section 9(a), (b), (c) or (d) of this Agreement, Executiveshall be paid her then-current Base Salary for 12 months following the Third Anniversary, payablein accordance with the Company’s normal payroll practices (or, at the Company’s discretion, in alump sum), and Executive’s health insurance benefits shall be continued for 12 months at theCompany’s cost; provided, however, that in the case of health insurance continuation, the Company’sobligation to provide health insurance benefits shall end at such time as Executive, at her option,voluntarily obtains heath insurance benefits.     (f) Return of Company Property. Upon the termination of Executive’s employmentfor any reason, Executive shall immediately return to Mylan all records,
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memoranda, files, notes, papers, correspondence, reports, documents, books, diskettes, harddrives, electronic files, and all copies or abstracts thereof that Executive has concerning any orall of the Mylan Companies’ business. Executive shall also immediately return all keys,identification cards or badges and other company property.     (g) No Duty to Mitigate. There shall be no requirement on the part of Executive toseek other employment or otherwise mitigate damages in order to be entitled to the full amount ofany payments and benefits to which Executive is otherwise entitled under any contract and theamount of such payments and benefits shall not be reduced by any compensation or benefits receivedby Executive from other employment.     (h) Section 409A. Notwithstanding anything to the contrary in this Agreement, thepayment of consideration, compensation, and benefits pursuant to this Section 9 shall beinterpreted and administered in manner intended to avoid the imposition of additional taxes underSection 409A of the Internal Revenue Code.     10. Indemnification. The Company shall maintain D&O liability coverage pursuant towhich Executive shall be a covered insured. Executive shall receive indemnification in accordancewith the Company’s Bylaws in effect as of the date of this Agreement. Such indemnification shall becontractual in nature and shall remain in effect notwithstanding any future change to the Company’sBylaws.     To the extent not otherwise limited by the Company’s Bylaws in effect as of the date of thisAgreement, in the event that Executive is made a party or is threatened to be made a party to or isinvolved in any action, suit or proceeding, (including those brought by or in the right of theCompany) whether civil, criminal, administrative or investigative (“proceeding”), by reason of thefact that she is or was an officer, employee or agent of or is or was serving the Company or anysubsidiary of the Company, or is or was serving at the request of the Company or anothercorporation, or of a partnership, joint venture, trust or other enterprise, including service withrespect to employee benefit plans, whether the basis of such proceeding is alleged action in anofficial capacity as a director, officer, employee or agent or in any other capacity while servingas a director, officer, employee or agent, Executive shall be indemnified and held harmless by theCompany to the fullest extent authorized by law against all expenses, liabilities and losses(including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or tobe paid in settlement) reasonably incurred or suffered by Executive in connection therewith. Suchright shall be a contract right and shall include the right to be paid by the Company expensesincurred in defending any such proceeding in advance of its final disposition; provided, however,that the payment of such expenses incurred by Executive in her capacity as a director or officer(and not in any other capacity in which service was or is rendered by Executive while a director orofficer, including, without limitation, service to an employee benefit plan) in advance of thefinal disposition of such proceeding will be made only upon delivery to the Company of anundertaking, by or on behalf of Executive, to repay all amounts to Company so advanced if it shouldbe determined ultimately that Executive is not entitled to be indemnified under this section orotherwise.
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     Promptly after receipt by Executive of notice of the commencement of any action, suit orproceeding for which Executive may be entitled to be indemnified, Executive shall notify theCompany in writing of the commencement thereof (but the failure to notify the Company shall notrelieve it from any liability which it may have under this Section 10 unless and to the extent thatit has been prejudiced in a material respect by such failure or from the forfeiture of substantialrights and defenses). If any such action, suit or proceeding is brought against Executive and shenotifies the Company of the commencement thereof, the Company will be entitled to participatetherein, and, to the extent it may elect by written notice delivered to Executive promptly afterreceiving the aforesaid notice from Executive, to assume the defense thereof with counselreasonably satisfactory to Executive, which may be the same counsel as counsel to the Company.Notwithstanding the foregoing, Executive shall have the right to employ her own counsel in any suchcase, but the fees and expenses of such counsel shall be at the expense of Executive unless (i) theemployment of such counsel shall have been authorized in writing by the Company, (ii) the Companyshall not have employed counsel reasonably satisfactory to Executive to take charge of the defenseof such action within a reasonable time after notice of commencement of the action or (iii)Executive shall have reasonably concluded, after consultation with counsel to Executive, that aconflict of interest exists which makes representation by counsel chosen by the Company notadvisable (in which case the Company shall not have the right to direct the defense of such actionon behalf of Executive), in any of which events such fees and expenses of one additional counselshall be borne by the Company. Anything in this Section 9 to the contrary notwithstanding, theCompany shall not be liable for any settlement of any claim or action effected without its writtenconsent.     11. Other Agreements. The rights and obligations contained in this Agreementare in addition to and not in place of any rights or obligations contained in any otheragreements between the Executive and the Company.     12. Notices. All notices hereunder to the parties hereto shall be in writing sent bycertified mail, return receipt requested, postage prepaid, and by fax, addressed to therespective parties at the following addresses:     If to the Company: Mylan Laboratories Inc.1500 Corporate Drive Canonsburg,Pennsylvania 15317Attention: Chief Executive Officer      If to Executive: at the most recent address on record at the Company.Either party may, by written notice complying with the requirements of this section, specifyanother or different person or address for the purpose of notification hereunder. All notices shallbe deemed to have been given and received on the day a fax is sent or, if mailed only, on the thirdbusiness day following such mailing.
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     13. Withholding. All payments required to be made by the Company hereunderto Executive or her dependents, beneficiaries, or estate will be subject to the withholdingof such amounts relating to tax and/or other payroll deductions as may be required bylaw.     14. Modification and Waiver. This Agreement may not be changed or terminatedrally, nor shall any change, termination or attempted waiver of any of the provisionscontained in this Agreement be binding unless in writing and signed by the party againstwhom the same is sought to be enforced, nor shall this section itself by waived verbally.This Agreement may be amended only by a written instrument duly executed by or onbehalf of the parties hereto.     15. Construction of Agreement. This Agreement and all of its provisions weresubject to negotiation and shall not be construed more strictly against one party thanagainst another party regardless of which party drafted any particular provision.     16. Successors and Assigns. This Agreement and all of its provisions, rights andobligations shall be binding upon and inure to the benefit of the parties hereto and theCompany’s successors and assigns. This Agreement may be assigned by the Company toany person, firm or corporation which shall become the owner of substantially all of theassets of the Company or which shall succeed to the business of the Company; provided,however, that in the event of any such assignment the Company shall obtain aninstrument in writing from the assignee in which such assignee assumes the obligationsof the Company hereunder and shall deliver an executed copy thereof to Executive. Noright or interest to or in any payments or benefits hereunder shall be assignable byExecutive; provided, however, that this provision shall not preclude her from designatingone or more beneficiaries to receive any amount that may be payable after her death andshall not preclude the legal representative of her estate from assigning any righthereunder to the person or persons entitled thereto under her will or, in the case ofintestacy, to the person or persons entitled thereto under the laws of intestacy applicableto her estate. The term “beneficiaries” as used in this Agreement shall mean abeneficiary or beneficiary or beneficiaries so designated to receive any such amount, or ifno beneficiary has been so designated, the legal representative of the Executive’s estate.No right, benefit, or interest hereunder, shall be subject to anticipation, alienation, sale,assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of anyclaim, debt, or obligation, or to execution, attachment, levy, or similar process, orassignment by operation of law. Any attempt, voluntary or involuntary, to effect anyaction specified in the immediately preceding sentence shall, to the full extent permittedby law, be null, void, and of no effect.     17. Choice of Law and Forum. This Agreement shall be construed and enforcedaccording to, and the rights and obligations of the parties shall be governed in all respectsby, the laws of the Commonwealth of Pennsylvania. Any controversy, dispute or claimarising out of or relating to this Agreement, or the breach hereof, including a claim forinjunctive relief, or any claim which, in any way arises out of or relates to, Executive’semployment with the Company or the termination of said employment, including but not
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limited to statutory claims for discrimination, shall be resolved by arbitration in accordance withthe then current rules of the American Arbitration Association respecting employment disputesexcept that the parties shall be entitled to engage in all forms of discovery permitted under thePennsylvania Rules of Civil Procedure (as such rules may be in effect from time to time). Thehearing of any such dispute will be held in Pittsburgh, Pennsylvania, and the losing party shallbear the costs, expenses and counsel fees of such proceeding. Executive and Company agree forthemselves, their, employees, successors and assigns and their accountants, attorneys and expertsthat any arbitration hereunder will be held in complete confidence and, without the other party’sprior written consent, will not be disclosed, in whole or in part, to any other person or entityexcept as may be required by law. The decision of the arbitrator(s) will be final and binding onall parties. Executive and the Company expressly consent to the jurisdiction of any such arbitratorover them.     18. Headings. The headings of the sections of this Agreement have been insertedfor convenience of reference only and shall in no way affect the interpretation of any ofthe terms or conditions of this Agreement.     19. Execution in Counterparts. This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument.     20. Original Agreement. The parties agree that that certain EmploymentAgreement dated as of February 14, 2006, by and between the Company and Executive isterminated and superseded in all respects upon the effectiveness of this Agreement.*[Signature page follows]*
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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year firstabove mentioned.       MYLAN LABORATORIES INC.   EXECUTIVE:         /s/ Robert J. Coury   /s/ Heather Bresch         By: Robert J. Coury   Heather Bresch  Its: Vice Chairman and CEO      
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