Exhibit 10.32**TRANSITION AND SUCCESSION AGREEMENT**     THIS TRANSITION AND SUCCESSION AGREEMENT (this “Agreement”) is entered into as of this31st day of January, 2007 (this “Agreement”), by and between Mylan Laboratories Inc., aPennsylvania corporation (the “Company”), and Rajiv Malik (the “Executive”).     WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in thebest interests of the Company and its shareholders to assure that the Company will have thecontinued dedication of the Executive, notwithstanding the possibility, threat or occurrence of aChange of Control (as defined herein), to ensure the Executive’s full attention and dedication tothe Company in the event of any threatened or actual Change of Control and to provide the Executivewith compensation and benefits arrangements upon a Change of Control.     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:1. Certain Definitions. (a) “Effective Date” means the first date during the Change of Control Period (asdefined herein) on which a Change of Control occurs. Notwithstanding anything in thisAgreement to the contrary, if a Change of Control occurs and if the Executive’semployment with the Company is terminated prior to the date on which the Change ofControl occurs, and if it is reasonably demonstrated by the Executive that suchtermination of employment (1) was at the request of a third party that has taken stepsreasonably calculated to effect a Change of Control or (2) otherwise arose inconnection with or anticipation of a Change of Control, then “Effective Date” means thedate immediately prior to the date of such termination of employment. For the sake ofclarity, it is understood that if the Executive’s employment terminates prior to theEffective Date other than as described in the preceding sentence, this Agreement shallthereupon be null and void and of no further force and effect.  (b) “Change of Control Period” means the period commencing on the date hereof andending on the third anniversary of the date hereof; provided, however, that, commencingon 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 previouslyterminated, the Change of Control Period shall be automatically extended so as toterminate three years from such Renewal Date, unless, at least 60 days prior to aRenewal Date no less than three years from the date hereof, the Company shall givenotice to the Executive that the Change of Control Period shall not be so extended.  (c) “Affiliated Company” means any company controlled by, controlling or undercommon control with the Company.  (d) “Change of Control” means:
 

 
 (1) The acquisition by any individual, entity or group (within themeaning 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 (withinthe meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more ofeither (A) the then-outstanding shares of common stock of the Company (the“Outstanding Company Common Stock”) or (B) the combined voting power of thethen-outstanding voting securities of the Company entitled to vote generally inthe election of directors (the “Outstanding Company Voting Securities”);provided, however, that, for purposes of this Section 1(d), the followingacquisitions shall not constitute a Change of Control: (i) any acquisitiondirectly from the Company, (ii) any acquisition by the Company, (iii) anyacquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any Affiliated Company or (iv) any acquisition byany corporation pursuant to a transaction that complies with Sections1(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 majorityof the Board; provided, however, that any individual becoming a directorsubsequent to the date hereof whose election, or nomination for election by theCompany’s shareholders, was approved by a vote of at least two-thirds of thedirectors then comprising the Incumbent Board shall be considered as thoughsuch individual were a member of the Incumbent Board, but excluding, for thispurpose, any such individual whose initial assumption of office occurs as aresult of an actual or threatened election contest with respect to the electionor removal of directors or other actual or threatened solicitation of proxiesor consents by or on behalf of a Person other than the Board;  (3) Consummation of a reorganization, merger, statutory shareexchange or consolidation or similar corporate transaction involving theCompany or any of its subsidiaries, a sale or other disposition of all orsubstantially all of the assets of the Company, or the acquisition of assets orstock of another entity by the Company or any of its subsidiaries (each, a“Business Combination”), in each case unless, following such BusinessCombination, (A) all or substantially all of the individuals and entities thatwere the beneficial owners of the Outstanding Company Common Stock and theOutstanding Company Voting Securities immediately prior to such BusinessCombination beneficially own, directly or indirectly, more than 60% of thethen-outstanding shares of common stock and the combined voting power of thethen-outstanding voting securities entitled to vote generally in the electionof directors, as the case may be, of the corporation resulting from suchBusiness Combination (including, without limitation, a corporation that, as aresult of such transaction, owns the Company or all or substantially all of theCompany’s assets either directly or through one or more subsidiaries) insubstantially the same proportions
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   as their ownership immediately prior to such Business Combination of theOutstanding Company Common Stock and the Outstanding Company VotingSecurities, as the case may be, (B) no Person (excluding any employeebenefit plan (or related trust) of the Company or such corporation resultingfrom such Business Combination) beneficially owns, directly or indirectly,20% or more of, respectively, the then-outstanding shares of common stock ofthe corporation resulting from such Business Combination or the combinedvoting power of the then-outstanding voting securities of such corporation,except to the extent that such ownership existed prior to the BusinessCombination, and (C) at least a majority of the members of the board ofdirectors of the corporation resulting from such Business Combination weremembers of the Incumbent Board at the time of the execution of the initialagreement or of the action of the Board providing for such BusinessCombination; or (4) Approval by the shareholders of the Company of a completeliquidation or dissolution of the Company. (e) “Employment Agreement” means the Executive Employment Agreement dated as ofJanuary 31, 2007, by and between the Company and the Executive, and any extension ormodification thereof or any successor agreement thereto.2. Employment Period; Employment Agreement. The Company hereby agrees to continue theExecutive in its employ, subject to the terms and conditions of this Agreement, for the periodcommencing 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 theExecutive’s termination of employment for any reason. Upon the Effective Date, the EmploymentAgreement, 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 paidall amounts earned and due to the Executive thereunder within twenty-four (24) hours of theEffective Date, subject in all respects to Section 6 below. 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 materialrespects with the most significant of those held, exercised and assigned at anytime during the 180-day period immediately preceding the Effective Date and (B)the Executive’s services shall be performed at the office where the Executivewas employed immediately preceding the Effective Date or at any other locationless than 30 miles from such office.
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 (2) During the Employment Period, and excluding any periods ofvacation and sick leave to which the Executive is entitled, the Executiveagrees to devote reasonable attention and time during normal business hours tothe business and affairs of the Company and, to the extent necessary todischarge the responsibilities assigned to the Executive hereunder, to use theExecutive’s reasonable best efforts to perform faithfully and efficiently suchresponsibilities. During the Employment Period, it shall not be a violation ofthis Agreement for the Executive to (A) serve on corporate, civic or charitableboards or committees, (B) deliver lectures, fulfill speaking engagements orteach at educational institutions and (C) manage personal investments, so longas such activities do not significantly interfere with the performance of theExecutive’s responsibilities as an employee of the Company in accordance withthis Agreement. It is expressly understood and agreed that, to the extent thatany such activities have been conducted by the Executive prior to the EffectiveDate, the continued conduct of such activities (or the conduct of activitiessimilar in nature and scope thereto) subsequent to the Effective Date shall notthereafter be deemed to interfere with the performance of the Executive’sresponsibilities to the Company. (b) Compensation. (1) Base Salary. During the Employment Period, the Annual BaseSalary shall be reviewed at least annually, beginning no more than 12 monthsafter the Executive’s last salary review. The Annual Base Salary shall be paidat such intervals as the Company pays executive salaries generally. During theEmployment Period, the Annual Base Salary shall be reviewed at least annually,beginning no more than 12 months after the last salary increase awarded to theExecutive prior to the Effective Date. Any increase in the Annual Base Salaryshall not serve to limit or reduce any other obligation to the Executive underthis Agreement. The Annual Base Salary shall not be reduced after any suchincrease and the term “Annual Base Salary” shall refer to the Annual BaseSalary as so increased.  (2) Annual Bonus. In addition to the Annual Base Salary, theExecutive shall participate in a bonus program during the Employment Period andhave a bonus which is no less favorable than the bonus for other employees ofhis level at the Company and its Affiliated Companies.  (3) Incentive, Savings and Retirement Plans. During the EmploymentPeriod, the Executive shall be entitled to participate in all cash incentive,equity incentive, savings and retirement plans, practices, policies, andprograms applicable generally to other peer executives of the Company and theAffiliated Companies (with such appropriate deviations by virtue of country ofresidence, commensurate with deviations in place prior to the Effective Date),but in no event shall such plans, practices, policies and programs provide theExecutive with incentive opportunities (measured
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   with respect to both regular and special incentive opportunities, to theextent, if any, that such distinction is applicable), savings opportunitiesand retirement benefit opportunities, in each case, less favorable, in theaggregate, than the most favorable of those provided by the Company and theAffiliated Companies for the Executive under such plans, practices, policiesand programs as in effect at any time during the 180-day period immediatelypreceding the Effective Date or, if more favorable to the Executive, thoseprovided generally at any time after the Effective Date to other peerexecutives of the Company and the Affiliated Companies. (4) Welfare Benefit Plans. During the Employment Period, theExecutive and/or the Executive’s family, as the case may be, shall be eligiblefor participation in and shall receive all benefits under welfare benefitplans, practices, policies and programs provided by the Company and theAffiliated Companies (including, without limitation, medical, prescription,dental, disability, employee life, group life, accidental death and travelaccident insurance plans and programs) to the extent applicable generally toother peer executives of the Company and the Affiliated Companies (with suchappropriate deviations by virtue of country of residence, commensurate withdeviations in place prior to the Effective Date), but in no event shall suchplans, practices, policies and programs provide the Executive with benefitsthat are less favorable, in the aggregate, than the most favorable of suchplans, practices, policies and programs in effect for the Executive at any timeduring the 180-day period immediately preceding the Effective Date or, if morefavorable to the Executive, those provided generally at any time after theEffective Date to other peer executives of the Company and the AffiliatedCompanies. If, on or prior to the Executive’s Date of Termination (as definedherein), the Executive has attained at least age 50 with at least 20 years ofservice with the Company (including all cumulative service, notwithstanding anybreaks in service) the Executive shall be entitled to retiree medical and lifeinsurance benefits at least equal to those that were provided to peerexecutives of the Company and the Affiliated Companies and their dependents(taking into account any required employee contributions, co-payments andsimilar costs imposed on the executives and the executives’ dependents and thetax treatment of participation in the plans, programs, practices and policiesby the executive and the executives’ dependents) (with such appropriatedeviations by virtue of country of residence, commensurate with deviations inplace prior to the Effective Date), in accordance with the retiree medicalplans, programs, practices and policies of the Company and the AffiliatedCompanies in effect as of the Date of Termination.  (5) Expenses. During the Employment Period, the Executive shall beentitled to receive prompt reimbursement for all reasonable expenses incurredby the Executive in accordance with the most favorable policies, practices
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   and procedures of the Company and the Affiliated Companies in effect for theExecutive at any time during the 180-day period immediately preceding theEffective Date or, if more favorable to the Executive, as in effectgenerally at any time thereafter with respect to other peer executives ofthe Company and the Affiliated Companies. (6) Fringe Benefits. During the Employment Period, the Executiveshall be entitled to fringe benefits, including, without limitation, tax andfinancial planning services, payment of club dues, and, if applicable, use ofan automobile and payment of related expenses, in accordance with the mostfavorable plans, practices, programs and policies of the Company and theAffiliated Companies in effect for the Executive at any time during the 180-dayperiod immediately preceding the Effective Date or, if more favorable to theExecutive, as in effect generally at any time thereafter with respect to otherpeer executives of the Company and the Affiliated Companies.  (7) Office and Support Staff. During the Employment Period, theExecutive shall be entitled to an office or offices of a size and withfurnishings and other appointments, and to exclusive personal secretarial andother assistance, at least equal to the most favorable of the foregoingprovided to the Executive by the Company and the Affiliated Companies at anytime during the 180-day period immediately preceding the Effective Date or, ifmore favorable to the Executive, as provided generally at any time thereafterwith respect to other peer executives of the Company and the AffiliatedCompanies.  (8) Vacation. During the Employment Period, the Executive shall beentitled to paid vacation in accordance with the most favorable plans,policies, programs and practices of the Company and the Affiliated Companies asin effect for the Executive at any time during the 180-day period immediatelypreceding the Effective Date or, if more favorable to the Executive, as ineffect generally at any time thereafter with respect to other peer executivesof the Company and the Affiliated Companies.4. Termination of Employment. (a) Death or Disability. The Executive’s employment shall terminateautomatically if the Executive dies during the Employment Period. If either theCompany or the Executive (or his legal representative) determines in good faith thatthe Disability (as defined herein) of the Executive has occurred during the EmploymentPeriod, such party may give the other party written notice (“Disability Notice”) inaccordance with Section 12(b) of his or its intention that the Executive’s employmentbe terminated. In such event, the Executive’s employment with the Company shallterminate effective on the 30th day after receipt of the Disability Notice by theExecutive or by the Company, as the case may be (the “Disability Effective Date”),provided that, within 30 days after such receipt, the Executive
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   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 theCompany on a full-time basis for 180 consecutive business days as a result ofincapacity due to mental or physical illness that is determined to be total andpermanent by a physician selected by the party providing the Disability Notice andreasonably acceptable to the other party. (b) Cause. The Company may terminate the Executive’s employment during theEmployment Period for Cause. “Cause” means: (1) the willful and continued failure of the Executive to performsubstantially the Executive’s duties (as contemplated by Section 3(a)(1)(A))with the Company or any Affiliated Company (other than any such failureresulting from incapacity due to physical or mental illness or following theExecutive’s delivery of a Notice of Termination for Good Reason (as definedherein)), after a written demand for substantial performance is delivered tothe Executive by the Board or the Chief Executive Officer of the Company thatspecifically identifies the manner in which the Board or the Chief ExecutiveOfficer of the Company believes that the Executive has not substantiallyperformed the Executive’s duties, or  (2) the willful engaging by the Executive in illegal conduct orgross misconduct that is materially and demonstrably injurious to the Companywhich, in the case of clauses (1) and (2), has not been cured within 30 daysafter a written demand for substantial performance is delivered to theExecutive by the Company that specifically identifies the manner in which theCompany believes that the Executive has grossly neglected his duties or hasengaged in gross misconduct.For purposes of this Section 4(b), no act, or failure to act, on the part of theExecutive shall be considered “willful” unless it is done, or omitted to be done, bythe Executive in bad faith or without reasonable belief that the Executive’s actionor 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 orupon the instructions of the Chief Executive Officer of the Company or a seniorofficer of the Company or based upon the advice of counsel for the Company shall beconclusively presumed to be done, or omitted to be done, by the Executive in goodfaith and in the best interests of the Company. The cessation of employment of theExecutive shall not be deemed to be for Cause unless and until there shall have beendelivered to the Executive a copy of a resolution duly adopted by the affirmativevote 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 ofthe Board called and held for such purpose (after reasonable notice is provided tothe Executive and the Executive is given an opportunity, together with counsel forthe Executive, to be heard before the Board), finding that, in the good faithopinion of the Board, the Executive is
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guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and specifying theparticulars thereof in detail. (c) Good Reason. The Executive’s employment may be terminated by theExecutive for Good Reason or by the Executive voluntarily without Good Reason. “GoodReason” means: (1) the assignment to the Executive of any duties inconsistent inany respect with the Executive’s position (including status, offices, titlesand reporting requirements), authority, duties or responsibilities ascontemplated by Section 3(a), or any other diminution in such position (orremoval from such position), authority, duties or responsibilities (whether ornot occurring solely as a result of the Company’s ceasing to be a publiclytraded entity or becoming a subsidiary or a division of a publicly tradedentity), excluding for this purpose an isolated, insubstantial and inadvertentaction not taken in bad faith and that is remedied by the Company promptlyafter receipt of notice thereof given by the Executive;  (2) any failure by the Company to comply with any of the provisionsof Section 3(b), other than an isolated, insubstantial and inadvertent failurenot occurring in bad faith and that is remedied by the Company promptly afterreceipt of notice thereof given by the Executive;  (3) the Company’s requiring the Executive (i) to be based at anyoffice or location other than as provided in Section 3(a)(1)(B), (ii) to bebased at a location other than the principal executive offices of the Companyif the Executive was employed at such location immediately preceding theEffective Date, or (iii) to travel on Company business to a substantiallygreater extent than required immediately prior to the Effective Date;  (4) the failure by the Company to pay to the Executive any portionof any installment of deferred compensation, or lump sum under any deferredcompensation program of the Company within 7 days after the Executive providesthe Company with written notice of the failure to pay such compensation when itis due;  (5) the failure by the Company to provide the Executive with thenumber of paid vacation days and holidays to which the Executive was entitledas of the Effective Date;  (6) any purported termination by the Company of the Executive’semployment otherwise than as expressly permitted by this Agreement;  (7) any failure by the Company to comply with and satisfy Section11(c);  (8) if the Company (or the entity effectuating a Change of Control)continues to exist and be a company registered under the Securities ExchangeAct of
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   1934, as amended, after the Effective Date and continues to have in effectan equity-compensation plan, the failure of the Company to grant to theExecutive equity-based compensation with respect to a number of shares ofcommon stock of the Company (or the entity effectuating the Change ofControl) at least as great as the average annual percentage of theoutstanding common stock of the Company with respect to which the Executivereceived such equity-based compensation during the three calendar yearsimmediately prior to the Effective Date, which equity-based compensation ison terms, including pricing relative to the market price at the time ofgrant, that is at least as favorable to the Executive as the terms of thegrant last made to the Executive prior to the Effective Date; or (9) failure to include the Executive in any program or plan ofbenefits (including, but not limited to, stock option and deferred compensationplans), and failure to provide the Executive similar levels of benefit amountsor coverage, which benefits are either provided or otherwise offered to peerexecutives of the Company and the Affiliated Companies following the EffectiveDate.For purposes of this Section 4(c), any good faith determination of Good Reason madeby the Executive shall be conclusive. Anything in this Agreement to the contrarynotwithstanding, a termination by the Executive for any reason pursuant to a Noticeof Termination given during the 90-day period immediately following the firstanniversary of the occurrence of a Change in Control (other than a Change in Controloccurring solely under Section 1(d)(3) of this Agreement where all or substantiallyall of the individuals and entities that were the beneficial owners of theOutstanding Company Common Stock and the Outstanding Company Voting Securitiesimmediately prior to a Business Combination beneficially own, directly orindirectly, more than 50% of the then-outstanding shares of common stock followingthe Business Combination) shall be deemed to be a termination for Good Reason forall purposes of this Agreement. The Executive’s mental or physical incapacityfollowing the occurrence of an event described above shall not affect theExecutive’s ability to terminate employment for Good Reason. (d) Notice of Termination. Any termination by the Company for Cause, or bythe Executive for Good Reason (other than Disability, which is addressed in Section4(a)), shall be communicated by Notice of Termination to the other party hereto givenin accordance with Section 12(b). “Notice of Termination” means a written notice that(1) indicates the specific termination provision in this Agreement relied upon, (2) tothe extent applicable, sets forth in reasonable detail the facts and circumstancesclaimed to provide a basis for termination of the Executive’s employment under theprovision so indicated, and (3) if the Date of Termination (as defined herein) is otherthan the date of receipt of such notice, specifies the Date of Termination (which Dateof Termination shall be not more than 30 days
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   after the giving of such notice). The failure by the Executive or the Company to setforth in the Notice of Termination any fact or circumstance that contributes to ashowing of Good Reason or Cause shall not waive any right of the Executive or theCompany, respectively, hereunder or preclude the Executive or the Company,respectively, from asserting such fact or circumstance in enforcing the Executive’sor the Company’s respective rights hereunder. (e) Date of Termination. “Date of Termination” means (1) if the Executive’semployment 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 theNotice of Termination (which date shall not be more than 30 days after the giving ofsuch notice), as the case may be, (2) if the Executive’s employment is terminated bythe Company other than for Cause or Disability, the Date of Termination shall be thedate on which the Company notifies the Executive of such termination, and (3) if theExecutive’s employment is terminated by reason of death or Disability, the Date ofTermination shall be the date of death of the Executive or the Disability EffectiveDate, as the case may be.5. Obligations of the Company upon Termination. (a) Good Reason, Death or Disability; Other Than for Cause. If, during theEmployment Period, the Company terminates the Executive’s employment other than forCause or the Executive resigns for Good Reason or if the Executive’s employment isterminated as a result of the Executive’s death or Disability: (1) the Company shall pay to the Executive (or the Executive’sestate or beneficiary, in the event of the Executive’s death), in a lump sum incash within 30 days after the Date of Termination (or, if required by Section409A of the Code to avoid the imposition of additional taxes, on the date thatis six (6) months following the Date of Termination), the aggregate of thefollowing amounts: (A) the sum of (i) the Executive’s Annual BaseSalary through the Date of Termination to the extent not theretoforepaid, and (ii) any compensation previously deferred by the Executive(together with any accrued interest or earnings thereon) and anyaccrued 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) anamount equal to the highest bonus determined to date under Section 4(b)of the Employment Agreement or paid to the Executive hereunder (in thecase of death or the Executive’s Disability, reduced (but not belowzero) by any disability or death benefits that the Executive or the
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   Executive’s estate or beneficiaries are entitled to pursuant to plansor arrangements of the Company); (2) for three years after the Executive’s Date of Termination (orsuch shorter period as required by Section 409A of the Code to avoid theimposition of additional taxes), the Company shall continue to provide benefitsto the Executive and/or the Executive’s dependents at least equal to those thatwere provided to them (taking into account any required employee contributions,co-payments and similar costs imposed on the Executive and the Executive’sdependents and the tax treatment of participation in the plans, programs,practices and policies by the Executive and the Executive’s dependents) by oron behalf of the Company and or the Affiliated Companies in accordance with thebenefit plans, programs, practices and policies (including those provided underthe Employment Agreement) in effect immediately prior to a Change of Controlor, if more favorable to the Executive, as in effect any time thereafter withrespect to other peer executives of the Company and the Affiliated Companiesand their dependents; provided, however, that, if the Executive becomesreemployed with another employer and is eligible to receive such benefits underanother employer provided plan, program, practice or policy, the medical andother welfare benefits described herein shall be secondary to those providedunder such other plan, program, practice or policy during such applicableperiod of eligibility; and  (3) to the extent not theretofore paid or provided, the Companyshall timely pay or provide to the Executive any Other Benefits (as defined inSection 6). (b) Cause; Other Than for Good Reason. If the Executive’s employment isterminated for Cause during the Employment Period, the Company shall provide to theExecutive (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 OtherBenefits, in each case, to the extent theretofore unpaid, and shall have no otherseverance obligations under this Agreement. If the Executive voluntarily terminatesemployment during the Employment Period, excluding a termination for Good Reason, theCompany shall provide to the Executive the Accrued Obligations and the timely paymentor delivery of the Other Benefits, and shall have no other severance obligations underthis Agreement. In such case, all the Accrued Obligations shall be paid to theExecutive in a lump sum in cash within 30 days of the Date of Termination.6. Employment Agreement; Non-Exclusivity of Rights. The Executive shall be entitled tothe higher of the benefits and compensation payable under this Agreement or those payableunder the Employment Agreement as if the Change of Control were deemed a termination withoutCause (as defined therein). It is the intent of the parties that nothing in this Agreement orin 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
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  receive under any plan, policy, practice or program of or any other contract or agreementwith the Company or the Affiliated Companies at or subsequent to a Change of Control (“OtherBenefits”); and (ii) continuing or future participation in any plan, program, policy orpractice provided by the Company or the Affiliated Companies and for which the Executive mayqualify. If the Executive’s employment is terminated by reason of the Executive’s Disability(or death), 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 theevent of the Executive’s death) shall be entitled after the Disability Effective Date (orupon the Executive’s death) to receive, disability (or death) benefits and other benefits atleast equal to the most favorable of those generally provided by the Company and theAffiliated Companies to disabled executives (or to the estates and beneficiaries of deceasedexecutives) and/or their families in accordance with such plans, programs, practices andpolicies relating to disability (or death), if any, as in effect generally with respect toother peer executives of the Company and the Affiliated Companies and their families at anytime during the 180-day period immediately preceding the Effective Date or, if morefavorable to the Executive and/or the Executive’s family, as in effect at any timethereafter generally with respect to other peer executives of the Company and the AffiliatedCompanies and their families. .7. No Set-Off; Company’s Obligations; Mitigation. The Company’s obligation to make thepayments provided for in this Agreement and otherwise to perform its obligations hereundershall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, rightor action that the Company may have against the Executive or others. In no event shall theExecutive be obligated to seek other employment or take any other action by way of mitigationof the amounts payable to the Executive under any of the provisions of this Agreement, andsuch amounts shall not be reduced whether or not the Executive obtains other employment. TheCompany agrees to pay as incurred (within 10 days following the Company’s receipt of aninvoice from the Executive), to the full extent permitted by law, all legal fees and expensesthat the Executive may reasonably incur as a result of any contest or disagreement (regardlessof the outcome thereof) by the Company, the Executive or others of the validity orenforceability of, or liability under, any provision of this Agreement or any guarantee ofperformance thereof (including as a result of any contest by the Executive about the amount ofany payment pursuant to this Agreement), plus, in each case, interest on any delayed paymentat the applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal RevenueCode of 1986, as amended (the “Code”). No obligation of the Company under this Agreement topay the Executive’s fees or expenses shall in any manner confer upon the Company any right toselect or approve any of the attorneys or accountants engaged by the Executive.8. Certain Additional Payments by the Company. (a) Whether or not the Executive becomes entitled to any payments hereunder, if anyof the payments or benefits received or to be received by the Executive (including anypayment or benefits received in connection with a Change of Control or the Executive’stermination of employment, whether pursuant to the terms of this Agreement or any otherplan, arrangement or agreement) (all such payments and benefits, excluding the Gross-UpPayment, being hereinafter referred to as the
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   “Total Payments”) will be subject to the excise tax (“the Excise Tax”) imposed underSection 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), theCompany shall pay to the Executive an additional amount (the “Gross-Up Payment”)such that the net amount retained by the Executive, after deduction of any ExciseTax on the Total Payments and any federal, state and local income and employmenttaxes and Excise Tax upon the Gross-Up Payment, and after taking into account thephase out of itemized deductions and personal exemptions attributable to theGross-Up Payment, shall be equal to the Total Payments. (b) For purposes of determining whether any of the Total Payments will be subjectto the Excise Tax and the amount of such Excise Tax, (i) all of the Total Paymentsshall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) ofthe Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptableto the Executive and selected by the accounting firm which was, immediately prior tothe Change of Control, the Company’s independent auditor (the “Auditor”), such paymentsor benefits (in whole or in part) do not constitute parachute payments, including byreason of Section 280G(b)(4)(A) of the Code, (ii) all “excess parachute payments”within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to theExcise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (inwhole or in part) represent reasonable compensation for services actually rendered(within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the Base Amount(as defined in Section 280G(b)(3) of the Code) allocable to such reasonablecompensation, or are otherwise not subject to the Excise Tax, and (iii) the value ofany noncash benefits or any deferred payment or benefit shall be determined by theAuditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.For purposes of determining the amount of the Gross-Up Payment, the Executive shall bedeemed to pay federal income tax at the highest marginal rate of federal incometaxation in the calendar year in which the Gross-Up Payment is to be made and state andlocal income taxes at the highest marginal rate of taxation in the state and localityof the Executive’s residence on the Date of Termination (or if there is no Date ofTermination, then the date on which the Gross-Up Payment is calculated for purposes ofthis Section 8(b)), net of the maximum reduction in federal income taxes which could beobtained from deduction of such state and local taxes.  (c) In the event that the Excise Tax is finally determined to be less than theamount taken into account hereunder in calculating the Gross-Up Payment, the Executiveshall repay to the Company, within five (5) business days following the time that theamount of such reduction in the Excise Tax is finally determined, the portion of theGross-Up Payment attributable to such reduction (plus that portion of the Gross-UpPayment attributable to the Excise Tax and federal, state and local income andemployment taxes imposed on the Gross-Up Payment being repaid by the Executive), to theextent that such repayment results in a reduction in the Excise Tax and adollar-for-dollar reduction in the Executive’s taxable income and wages for purposes offederal, state and local income and employment taxes,
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   plus interest on the amount of such repayment at 120% of the rate provided inSection 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determinedto exceed the amount taken into account hereunder in calculating the Gross-UpPayment (including by reason of any payment the existence or amount of which cannotbe determined at the time of the Gross-Up Payment), the Company shall make anadditional Gross-Up Payment in respect of such excess (plus any interest, penaltiesor additions payable by the Executive with respect to such excess) within five (5)business days following the time that the amount of such excess is finallydetermined. The Executive and the Company shall each reasonably cooperate with theother in connection with any administrative or judicial proceedings concerning theexistence or amount of liability for Excise Tax with respect to the Total Payments.9. Covenants of Executive. (a) Confidential Information. The Executive shall hold in a fiduciarycapacity for the benefit of the Company all secret or confidential information,knowledge or data relating to the Company or the Affiliated Companies, and theirrespective businesses, which information, knowledge or data shall have been obtained bythe Executive during the Executive’s employment by the Company or the AffiliatedCompanies and which information, knowledge or data shall not be or become publicknowledge (other than by acts by the Executive or representatives of the Executive inviolation of this Agreement). After termination of the Executive’s employment with theCompany, the Executive shall not, without the prior written consent of the Company oras may otherwise be required by law or legal process, communicate or divulge any suchinformation, knowledge or data to anyone other than the Company and those personsdesignated by the Company. In no event shall an asserted violation of the provisions ofthis Section 9 constitute a basis for deferring or withholding any amounts otherwisepayable to the Executive under this Agreement.  (b) Non-Competition. In consideration for the protections provided to theExecutive under this Agreement, the Executive agrees that from the Date of Terminationuntil 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 fivepercent (5%) of the voting stock of any publicly held corporation) have any financialinterest in, or aid or assist anyone else in the conduct of, a business which at thetime of such termination competes in the United States with a business conducted by theCompany or any group, division or subsidiary of the Company (“Company Group”) as of theDate of Termination. Notwithstanding the foregoing, the Executive’s employment by abusiness that competes with the business of the Company, or the retention of theExecutive as a consultant by any such business shall not violate this Section 9(b) ifthe Executive’s duties and actions for the business are solely for groups, divisions orsubsidiaries that are not engaged in a business that competes with a business
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   conducted by the Company. No business shall be deemed to be a business conducted bythe Company unless the Company was engaged in the business as of the Date ofTermination and continues to be engaged in the business and at least twenty-fivepercent (25%) of the Company’s consolidated gross sales and operating revenues, ornet income, is derived from, or at least twenty-five percent (25%) of the Company’sconsolidated assets are devoted to, such business and no business shall be deemed tocompete 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 anyconsolidated group that includes the business, is derived from, or at leasttwenty-five percent (25%) of the consolidated assets of any such consolidated groupare devoted to, such business. (c) Non-Solicitation. During the Covenant Period, the Executive shall notsolicit on the Executive’s behalf or on behalf of any other person the services, asemployee, consultant or otherwise of any person who on the Date of Termination isemployed by the Company Group, whether or not such person would commit any breach ofhis contract of service in leaving such employment, except for any employee (i) whoseemployment is terminated by the Company or any successor thereof prior to suchsolicitation of such employee, (ii) who initiates discussions regarding such employmentwithout any solicitation by the Executive, (iii) who responds to any publicadvertisement unless such advertisement is designed to target, or has the effect oftargeting, employees of the Company, or (iv) who is initially solicited for a positionother than by the Executive and without any suggestion or advice from the Executive.Nothing herein shall restrict businesses that employ the Executive or retain theExecutive 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’semployment needs, and (B) the solicitation is made by persons at the business otherthan the Executive who have not become aware of the availability of any specificemployees as a result of the advice of the Executive.  (d) Continuation of Employment. The Executive agrees not to voluntarilyterminate employment with the Company (other than (i) as a result of an event thatwould constitute Good Reason that is at the request of a third party that has takensteps reasonably calculated to effectuate a Change of Control or otherwise arose inconnection with or in anticipation of a Change of Control or (ii) by reason ofnon-extension or non-renewal of the Employment Agreement or such other employmentagreement entered into by and between the Executive and the Company from time to time)from such time as the Company has entered into an agreement that would result in aChange of Control until the Change of Control; *provided*, that such provision shallcease to apply upon the termination of such agreement or if the Change of Control hasnot occurred within one year following the execution of such agreement10. Arbitration. Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration in accordance with the rules of theAmerican Arbitration Association then in effect. Judgment may be entered on the
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  arbitrator’s award in any court having jurisdiction; provided, however, that the Executiveshall be entitled to seek specific performance of the Executive’s right to be paid anyamounts or provided with any benefits due to the Executive hereunder during the pendency ofany dispute or controversy arising under or in connection with this Agreement.11. Successors. (a) This Agreement is personal to the Executive, and, without the prior writtenconsent of the Company, shall not be assignable by the Executive; provided, however,the Executive may designate one or more beneficiaries to receive amounts payablehereunder after his death. This Agreement shall inure to the benefit of and beenforceable by the Executive’s legal representatives.  (b) This Agreement shall inure to the benefit of and be binding upon the Companyand its successors and assigns. Except as provided in Section 11(c), without the priorwritten consent of the Executive this Agreement shall not be assignable by the Company.  (c) The Company will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of thebusiness and/or assets of the Company to assume expressly and agree to perform thisAgreement in the same manner and to the same extent that the Company would be requiredto perform it if no such succession had taken place. “Company” means the Company ashereinbefore defined and any successor to its business and/or assets as aforesaid thatassumes and agrees to perform this Agreement by operation of law or otherwise.12. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the lawsof the Commonwealth of Pennsylvania, without reference to principles of conflict oflaws. The captions of this Agreement are not part of the provisions hereof and shallhave no force or effect. This Agreement may not be amended or modified other than by awritten 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 begiven by hand delivery to the other party or by registered or certified mail, returnreceipt requested, postage prepaid, addressed as follows:if to the Executive:at the most recent address on record at the Company;if to the Company:
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Mylan Laboratories Inc.