*Confidential*Company’s normal payroll practices for its executive officers. Such Base Salary shall bereviewed annually.          (b) Annual Bonus. Executive shall be eligible to receive, as determined byand at the discretion of the Company’s Chief Executive Officer (or, as applicable, theCompensation Committee of the Mylan Board of Directors), a target Annual Bonus of fiftypercent (50%) of Executive’s then-current Base Salary.          (c) Fringe Benefits. Executive shall be eligible for such benefits andperquisites of employment as are generally made available to full time employees of theCompany, in accordance with the terms and conditions of such policies, procedures andbenefitplans. Benefits are subject to the terms and conditions of the underlying plan documents andapplicable law. The Company reserves the right to modify or discontinue any benefit plan,program, policy or eligibility requirement for participation in any benefit plan or programat any time. In addition, Executive shall be entitled to four (4) weeks of vacation per year.Executive shall also be entitled to the use of a car, or to a monthly car allowance, inaccordance with the fleet policy applicable to Executive in effect from time to time. Executive’stravel, expense reimbursement and other similar matters will be in accordance with the Company’spolicies in effect from time to time.     4. Confidentiality. Executive recognizes and acknowledges that the businessinterests of the Mylan Companies require a confidential relationship between the Company andExecutive and the fullest protection and confidential treatment of the financial data, customerinformation, supplier information, market information, marketing and/or promotional techniques andmethods, pricing information, purchase information, sales policies, employee lists, policy andprocedure information, records, advertising information, computer records, trade secrets, know how,plans and programs, sources of supply, and other knowledge of the business of the Mylan Companies(all of which are hereinafter jointly termed “Confidential Information”) which have or may in wholeor in part be conceived, learned or obtained by Executive in the course of Executive’s employmentwith the Company. Accordingly, Executive agrees to keep secret and treat as confidential allConfidential Information whether or not copyrightable or patentable, and agrees not to use or aidothers in learning of or using any Confidential Information except in the ordinary course ofbusiness and in furtherance of the Company’s interests. For example, and not by way of limitation,during the term of this Agreement and at all times thereafter, except insofar as is necessaryconsistent with the Company’s business interests:          (a) Executive will not, directly or indirectly, disclose any ConfidentialInformation;          (b) Executive will not make copies of or otherwise disclose the contents ofdocuments containing or constituting Confidential Information;          (c) As to documents which are delivered to Executive or which are madeavailable to him as a necessary part of the working relationships and duties of Executivewithinthe business of the Mylan Companies, Executive will treat such documents confidentially andwill treat such documents as proprietary and confidential, not to be reproduced, disclosed orused without appropriate authority of the Company;
2

 
*Confidential*          (d) Executive will not advise others that the information and/or know howincluded in Confidential Information is known to or used by the Mylan Companies; and          (e) Executive will not in any manner disclose or use ConfidentialInformation for Executive’s own account and will not aid, assist or abet others in the useof Confidential Information for their account or benefit, or for the account or benefit of anyperson or entity other than the Mylan Companies.          The obligations set forth in this section survive termination of Executive’s employmentand are in addition to any and all rights the Company may have under state or federal statutesor common law.     Notwithstanding anything to the contrary in this Section 4, Executive may discloseConfidential Information to any federal or state agency, court, or other governmental body in theevent that it is required by subpoena, order or other legal or regulatory process; provided thatExecutive shall use his best efforts under the circumstances to notify Company of the same so as toprovide or afford Company the opportunity to obtain such protective orders or other relief as thecompelling court or other entity may grant and shall use its reasonable best efforts to assistCompany in seeking such protective orders or other relief. In such event, Executive shall discloseonly that portion of the Confidential Information that, upon the advice of legal counsel, islegally required to be disclosed and will use his best efforts under the circumstances to ensurethat any such Confidential Information so disclosed will be accorded confidential treatment by suchagency, court or other body through protective orders, filings under seal and other appropriatemeans. Disclosure made pursuant to this paragraph will not otherwise change Executive’sconfidentiality and non-use obligations as set forth in this Agreement.     5. Non-Competition and Non-Solicitation. Executive agrees that for twelve (12)months after termination of Executive’s employment with the Company for any reason:          (a) Executive shall not, directly or indirectly, whether for himself or for any otherperson, company, corporation or other entity be or become employed or associated in any way(including but not limited to the association set forth in i-vii of this subsection) with anybusiness or organization which is directly or indirectly engaged in the research, development,manufacture, production, marketing, promotion or sale of any product the same as or similar tothose of the Mylan Companies, or which competes or intends to compete in any line of business withthe Mylan Companies, anywhere the Company is doing business at the time of Executive’stermination. Notwithstanding the foregoing, Executive may during the period in which thisparagraph is in effect own stock or other interests in corporations or other entities that engagein businesses the same or substantially similar to those engaged in by the Mylan Companies,provided that Executive does not, directly or indirectly (including without limitation as theresult of ownership or control of another corporation or other entity), individually or as part ofa 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
3

 
*Confidential*of the Mylan Companies, (iv) hold or have the right by contract or arrangement or understandingwith other parties to elect one or more persons to any such position (other than solely by thevoting of his shares or ownership interest), (v) hold a position as an officer of the corporationor entity, (vi) have the purpose to change or influence the control of the corporation or entity(other than solely by the voting of his shares or ownership interest), or (vii) have a businessor other relationship, by contract or otherwise, with the corporation or entity other than as apassive investor in it; provided, however, that Executive may vote his shares or ownershipinterest in such manner as he chooses provided that such action does not otherwise violate theprohibitions set forth in this sentence.          (b) Executive will not, either directly or indirectly, either for himself or forany other person, partnership, firm, company, corporation or other entity, solicit, divert,or take away any of the customers or suppliers of the Mylan Companies or contact said customers orsuppliers for the purpose of soliciting, diverting or taking away any such customers orsupplier from the Mylan Companies.          (c) Executive will not solicit, entice or otherwise induce any employee ofthe Mylan Companies to leave the employ of the Mylan Companies for any reason whatsoever,nor will Executive directly or indirectly aid, assist or abet any other person or entity insoliciting or hiring any employee of the Mylan Companies, nor will Executive otherwiseinterfere with any contractual or other business relationships between the Mylan Companiesand its employees.     6. Severability. Should an arbitrator or a court of competent jurisdiction determinethat any section or subsection of this Agreement is unenforceable because one or all of themare vague or overly broad, the parties agree that this Agreement may and shall be enforced to themaximum extent permitted by law. It is the intent of the parties that each section andsubsectionof this Agreement be a separate and distinct promise and that unenforceability of any onesubsection shall have no effect on the enforceability of another.     7. Injunctive Relief/Extension of Restriction.          (a) The parties agree that in the event of Executive’s violation of sections 4and/or 5 of this Agreement or any subsection thereunder, that the damage to the Company willbe irreparable and that money damages may be difficult or impossible to ascertain and wouldnot constitute an adequate remedy.          (b) In addition to whatever other remedies the Company may have at law orin equity, Executive recognizes and agrees that the Company shall be entitled to a temporaryrestraining order and a temporary and permanent injunction enjoining and prohibiting any actsnot permissible pursuant to this Agreement.          (c) Executive agrees that should either party seek to enforce or determine itsrights or assert a claim for breach in either case because of an act of Executive which theCompany believes to be in contravention of sections 4 and/or 5 of this Agreement or anysubsection thereunder, the duration of the restrictions imposed thereby shall be extended fora time period equal to the period necessary to obtain enforcement of the Company’s rights.
4

 
*Confidential*     8. Termination of Employment.          (a) Resignation. Executive may resign from employment at any time uponninety (90) days written notice to the Company. During the ninety (90) day notice periodExecutive, at the direction of the Chief Financial Officer or such other person as the ChiefFinancial Officer shall designate, will continue to perform Executive’s duties, or such otherduties as may be assigned, and shall abide by all other terms and conditions of thisAgreement.Additionally, Executive will use his best effort to effect a smooth and effective transitiontowhoever will replace Executive. The Company reserves the right to accelerate the effectivedateof Executive’s resignation. The Company shall have no liability to Executive in the event of aresignation other than that the Company shall pay Executive’s wages and benefits through theeffective date of Executive’s resignation. Executive, however, will continue to be bound byallprovisions of this Agreement that survive termination of employment in the event of aresignation.          (b) Termination for Cause. In the event of a termination for Cause, theCompany shall have no liability to Executive other than that the Company shall pay Executive’swages and benefits through the effective date of the Executive’s termination. Executive,however, will continue to be bound by all provisions of this Agreement that surviveterminationof employment in the event of a termination for Cause.          “Cause” shall mean: (i) Executive’s willful and substantial misconduct with respect to theCompany’s business or affairs; (ii) Executive’s neglect of duties; (iii) Executive’s conviction ofa crime involving moral turpitude; (iv) Executive’s conviction of any felony; (v) Executive’sinsubordination; or (vi) Executive’s material breach of any provision of this Agreement.          (c) Termination Without Cause. If the Company terminates Executivewithout Cause and Executive complies in all respects with his obligations hereunder, thenExecutive shall be paid his then-current Base Salary for a period of twelve (12) monthsfollowing the date of termination. Executive and his eligible dependents shall have the righttocontinuation coverage for heath insurance benefits, in accordance with the terms andconditionsof the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”); suchcoverage will be at the Company’s cost for twelve (12) months or until such time as Executivevoluntarily obtains health benefits through another employer or otherwise in connection withrendering services for a third party, whichever occurs first. Executive will continue to beboundby all provisions of this Agreement that survive termination of employment in the event of atermination without Cause.          (d) Disability. If in the Company’s discretion Executive has been unablebecause of medically determinable physical or mental disability to perform the essential functionsof Executive’s position, with or without reasonable accommodation, for one hundred eighty (180)calendar days measured from the last full day of Executive’s work, Executive’s employment with theCompany shall terminate without any liability or obligation to Executive under any section of thisAgreement, except to make the Disability Supplemental Payment, defined below. During such onehundred eighty (180) day period, Executive will be eligible
5

 
*Confidential*for short term disability benefits in accordance with the Company’s short term disability policyin effect at such time.          If Executive is deemed eligible for disability benefits under the Company’s short term or longterm disability policy, the Company will supplement Executive’s disability benefits with paymentsequal to the difference between Executive’s pre-disability Base Salary and Executive’s disabilitybenefits (the “Disability Supplemental Payment”). The Disability Supplemental Payments will be madeon the Company’s regular paydays and will be subject to any required withholding. For example, andsolely for purposes of illustration, if Executive’s monthly pre-disability Base Salary were$20,833.33 and his disability benefits were $12,500, the monthly gross amount of the DisabilitySupplemental Payment would be $8,333.33. The maximum aggregate amount of such DisabilitySupplemental Payments shall not exceed one times the Executive’s pre-disability Base Salary.          (e) Extension or Renewal. This Agreement may be extended or renewedupon mutual written agreement of Executive and the Company, signed by both parties. Unlessthis Agreement has already been terminated for reasons stated in Section 8(a), (b), (c) or(d) ofthis Agreement, and further provided that Executive would otherwise be physically andmentally able to perform the essential functions of Executive’s position as of the third(3rd)anniversary of the date hereof, with or without reasonable accommodation, Executive and theCompany agree that they shall commence renewal or extension discussions ninety (90) daysprior to the third (3rd) anniversary of the date hereof.          If, by the third (3rd) anniversary of the date hereof, the Company has not made anoffer to Executive for continued employment with the Company beyond such date, Executive’semployment shall terminate as of such third (3rd) anniversary, and the Company shallcontinue to pay Executive his then-current Base Salary in accordance with the Company’s payrollpractices, for a period of twelve (12) months. Executive and his eligible dependents shall have theright to continuation coverage for health insurance benefits, in accordance with the terms andconditions of COBRA; such coverage will be at the Company’s cost for twelve (12) months or untilsuch time as Executive voluntarily obtains health benefits through another employer or otherwise inconnection with rendering services for a third party, whichever occurs first. If this Agreement isnot extended or renewed, Executive will continue to be bound by all provisions of this Agreementthat survive termination of employment.          (f) Return of Company Property. Upon the termination of Executive’semployment for any reason, Executive shall immediately return to the Company all records,memoranda, files, notes, papers, correspondence, reports, documents, books, diskettes, harddrives, electronic files, and all copies or abstracts thereof that Executive has concerningtheCompany’s business. Executive shall also immediately return all keys, identification cards,orbadges, Company-leased or owned automobile (if any), and other Company property.     9. Indemnification. To the extent not otherwise limited by the Company’sBylaws, 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 he is or was an officer, employee or agent of or is or was serving the Company or anysubsidiary
6

 
*Confidential*of the Company, or is or was serving at the request of the Company or another corporation, or of apartnership, joint venture, trust or other enterprise, including service with respect to employeebenefit plans, whether the basis of such Proceeding is alleged action in an official capacity as adirector, officer, employee or agent or in any other capacity while serving as a director, officer,employee or agent, and further provided that Executive has not breached this Agreement andsatisfies the conditions for indemnification set forth below, Executive shall be indemnified andheld harmless by the Company to the fullest extent authorized by law against all expenses,liabilities and losses (including attorneys fees, judgments, fines, ERISA excise taxes or penaltiesand amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive inconnection therewith. Such right shall be a contract right and shall include the right to be paidby the Company expenses incurred in defending any such Proceeding in advance of its finaldisposition; provided, however, that the payment of such expenses incurred by Executive in hiscapacity as a director or officer (and not in any other capacity in which service was or isrendered by Executive while a director or officer, including, without limitation, service to anemployee benefit plan) in advance of the final disposition of such Proceeding will be made onlyupon delivery to the Company of an undertaking, by or on behalf of Executive, to repay all amountsto Company so advanced if it should be determined ultimately by the authority having jurisdictionover the matter that Executive is not entitled to be indemnified under this section or otherwise.          The Company’s obligation to indemnify Executive is conditional on the following: (i) promptlyafter receipt by Executive of notice of the commencement of any Proceeding for which Executive maybe entitled to be indemnified, Executive shall notify the Company in writing of the commencementthereof; (ii) the Company shall have the right to assume, direct and control the defense of anysuch Proceeding including, but not limited to, the right to select and employ counsel for Executive(which may be the same counsel as counsel for the Company), and the right to determine legalstrategy for the defense and/or resolution of such Proceeding. The Company shall not be liable toindemnify Executive for any settlement or other resolution of any Proceeding against Executive thatis effected or entered into without the Company’s written consent. If any indemnity payment made toor on behalf of Executive is deemed taxable to Executive, the Company shall make Executive wholefor any such tax liability by grossing up reimbursements to Executive or through directreimbursement for such tax liability.     10. General Release as Condition for Post-Employment Payments. In order to receiveany payments under Sections 8(c), (d) or (e) of this Agreement, Executive shall be required toexecute a general release and waiver of all claims against the Company and its parents,subsidiaries, officers, directors, agents and employees, arising out of or relating in any wayto Executive’s employment or termination of employment with the Company, including but notlimited to a release and waiver of any and all such claims arising under all federal, state orlocalcivil rights statutes, other laws, regulations, or the common law.     11. Notices. All notices hereunder to the parties hereto shall be in writing sent bycertified mail, return receipt requested, postage prepaid, with a copy by fax if therecipient’s faxnumber is shown, addressed to the respective parties at the following addresses:   THE COMPANY: Mylan Inc.  1500 Corporate Drive
7

 
*Confidential*     Canonsburg, Pennsylvania 15317  Attention: Chief Financial Officer   With a copy to: Mylan Inc.  1500 Corporate Drive  Canonsburg, Pennsylvania 15317  Attention: Global General Counsel   EXECUTIVE: 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.     12. Withholding. All payments required to be made by the Company hereunder toExecutive or his dependents, beneficiaries, or estate will be subject to the withholding ofsuchamounts relating to tax and/or other payroll deductions as may be required by law.     13. Modification. This Agreement may be modified only by a written instrumentduly executed by or on behalf of the parties hereto.     14. Construction of Agreement. This Agreement and all of its provisions weresubject to negotiation and shall not be construed more strictly against one party thanagainstanother party regardless of which party drafted any particular provision.     15. 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 to anyperson, firm or corporation which shall become the owner of substantially all of the assets oftheCompany or which shall succeed to the business of the Company; provided, however, that in theevent of any such assignment the Company shall obtain an instrument in writing from theassignee in which such assignee assumes the obligations of the Company hereunder and shalldeliver an executed copy thereof to Executive. No right or interest to or in any payments orbenefits hereunder shall be assignable by Executive; provided, however, that this provisionshallnot preclude him from designating one or more beneficiaries to receive any amount that may bepayable after his death and shall not preclude the legal representative of his estate fromassigningany right hereunder to the person or persons entitled thereto under his will or, in the caseofintestacy, to the person or persons entitled thereto under the laws of intestacy applicable tohisestate. The term “beneficiaries” as used in this Agreement shall mean a beneficiary orbeneficiaries so designated to receive any such amount, or if no beneficiary has been sodesignated, the legal representative of Executive’s estate. No right, benefit, or interesthereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance,charge,pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or toexecution,attachment, levy, or similar process, or assignment or operation of law. Any attempt,voluntaryor involuntary, to effect any action specified in the immediately proceeding sentence shall,to thefull extent permitted by law, be null, void, and of no effect.
8

 
*Confidential*     16. Choice of Law. This Agreement shall be governed by and construed andinterpreted in accordance with the laws of the Commonwealth of Pennsylvania as to all matters,including matters of validity, construction, effect, enforceability, performance and remedies,irrespective of choice of law principles.     17. Disputes, Arbitration, and Consent to Jurisdiction.          (a) Any controversy, dispute or claim arising out of or relating to thisAgreement, or the breach hereof, any claims relating to the validity or enforceability of thisAgreement, or any provision hereof, or any claim which, in any way arises out of or is relatedto,Executive’s employment with the Company or the termination of said employment, includingbut not limited to statutory claims for discrimination, shall be resolved by arbitration inaccordance with the then current rules of the American Arbitration Association respectingemployment disputes except that the parties shall be entitled to engage in all forms ofdiscoverypermitted under the Pennsylvania Rules of Civil Procedure (as such rules may be in effect fromtime to time). The hearing of any dispute will be held in Pittsburgh, Pennsylvania. Executiveand Company agree for themselves, their employees, successors and assigns and theiraccountants, attorneys and experts that any arbitration hereunder will be held in completeconfidence and, without the other party’s prior written consent, will not be disclosed, inwhole orin part, to any other person or entity except as may be required by law. The decision of thearbitrator(s) will be final and binding on all parties and any award rendered shall beenforcedupon confirmation by a court of competent jurisdiction. Executive and the Company expresslyconsent to the jurisdiction of any such arbitrator over them.          (b) Notwithstanding the foregoing, either party may request a court ofcompetent jurisdiction to issue such temporary or interim relief (including temporaryrestrainingorders and preliminary injunctions) as may be appropriate, either before arbitration iscommenced or pending the outcome of arbitration, whether either party alleges or claims aviolation of this Agreement or any other agreement regarding trade secrets, confidentialinformation, non-competition or non-solicitation. No such request shall be a waiver of therightto submit any claim, dispute or controversy to arbitration.          (c) In the event either party commences any court action as permitted bysubparagraph (b) above, each of the parties hereto irrevocably submits to the exclusivejurisdiction of (i) the Court of Common Pleas of Washington County, Pennsylvania and (ii) theUnited States District Court for the Western District of Pennsylvania, for the purposes of anysuit, action, or other proceeding arising out of in or any way relating to this Agreement orExecutive’s employment, and agrees not to commence any action, suit or proceeding relatingthereto except in such courts. Each of the parties hereto further agrees that service of anyprocess, summons, notice or document hand delivered or sent by U.S. certified mail to suchparty’s respective address set forth in Section 11 will be effective service of process foranyaction, suit or proceeding in Pennsylvania with respect to any matters to which it hassubmittedto jurisdiction as set forth in the immediately preceding sentence. Each of the parties heretoirrevocably and unconditionally waives any objection to the laying of venue of any action,suit orproceeding arising out of this Agreement in (i) the Court of Common Pleas of WashingtonCounty, Pennsylvania or (ii) the United States District Court for the Western District ofPennsylvania, and hereby further irrevocably and unconditionally waives and agrees not toplead
9

 
*Confidential*or claim in any such court that such action, suit or proceeding brought in such court has beenbrought in an inconvenient forum.     18. Voluntary Nature of This Agreement. Executive acknowledges and agrees that heis executing this Agreement voluntarily and without any duress or undue influence by theCompany or anyone else. Executive further acknowledges and agrees that he has carefully readthis Agreement and has asked any questions needed for him to understand the terms,consequences and binding effect of this Agreement and fully understand it. Finally, Executiveagrees that he has been provided an opportunity to seek the advice of an attorney of hischoicebefore signing this Agreement.     19. Headings. The headings of the sections of this Agreement have been inserted forconvenience of reference only and shall in no way affect the interpretation of any terms orconditions of this Agreement.     20. 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 shallconstituteone and the same instrument.*(Signature page follows)*
10

 
*Confidential*     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year firstabove mentioned.           MYLAN INC.,   EXECUTIVE:           BY: /s/ Edward J. Borkowski   /s/ Daniel C. Rizzo, Jr.         Its: CFO   Daniel C. Rizzo, Jr.  
11