Common use of Paragraph Clause in Contracts

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twenty-four (24) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Vice Presidents before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twentythirty-four six (2436) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Vice Presidents senior officers of the Company before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twenty-four (24) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Senior Vice Presidents before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twentythirty-four six (2436) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the The amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s prior bonus determinations with respect to other Executive Vice Presidents the Employee before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twenty-four thirty (2430) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Senior Vice Presidents before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”