EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit 10.1
This Executive Employment Agreement (the “Agreement”) is dated as of January 8, 2007, by and
between Mylan Laboratories Inc. (the “Company”) and Xxxxxx Xxxxxxxxxx (“Executive”).
otherwise to make commitments on behalf of the Company. Executive shall not represent or hold out to any person or
statutory authority that he is possessed of such authority. The scope of Executive’s authority and
powers shall comprise solely in making recommendations in respect of matters, which are assigned to
him by the Company, to persons designated and employed by the Company in this behalf. It is
understood that no such recommendation of Executive shall be binding on the Company, in any manner
whatsoever.
(d) Fringe Benefits and Expense Reimbursement. The Executive shall receive benefits
and perquisites of employment similar to those as have been customarily provided to the Company’s
other executive officers including but not limited to, health insurance coverage, short-term disability benefits and twenty-five (25) vacation days, in each
case in accordance with the plan documents or policies that govern such benefits.
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The Company shall reimburse Executive for all ordinary and necessary business expenses in accordance with
established Company policy and procedures.
(a) Executive will not, directly or indirectly, disclose any Confidential Information to
anyone outside the Mylan Companies;
(b) Executive will not make copies of or otherwise disclose the contents of documents
containing or constituting Confidential Information;
(c) As to documents which are delivered to Executive or which are made available to him as a
necessary part of the working relationships and duties of Executive within the business of the
Company, Executive will treat such documents confidentially and will treat such documents as
proprietary and confidential, not to be reproduced, disclosed or used without appropriate authority
of the Company;
(d) Executive will not advise others that the information and/or know how included in
Confidential Information is known to or used by the Company; and
(e) Executive will not in any manner disclose or use Confidential Information for Executive’s
own account and will not aid, assist or abet others in the use of Confidential Information for
their account or benefit, or for the account or benefit of any person or entity other than the
Company.
The obligations set forth in this paragraph are in addition to any other agreements the Executive
may have with the Company and any and all rights the Company may have under state or federal
statutes or common law.
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(a) Executive shall not, directly or indirectly, whether for himself or for any other person,
company, corporation or other entity be or become associated in any way (including but not limited
to the association set forth in i-vii of this subsection) with any business 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 to those of the Mylan Companies, or which
competes or intends to compete in any line of business with the Mylan Companies within North
America. Notwithstanding the foregoing, Executive may during the period in which this paragraph is
in effect own stock or other interests in corporations or other entities that engage in 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 the result of ownership
or control of another corporation or other entity), individually or as part of a group (as that
term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder) (i) control or have the ability to control the corporation
or other entity, (ii) provide to the corporation or entity, whether as an Executive, consultant or
otherwise, advice or consultation, (iii) provide to the corporation or entity any confidential or
proprietary information regarding the Mylan Companies or its businesses or regarding the conduct of
businesses similar to those of the Mylan Companies, (iv) hold or have the right by contract or
arrangement or understanding with other parties to hold a position on the board of directors or
other governing body of the corporation or entity or have the right by contract or arrangement or
understanding with other parties to elect one or more persons to any such position, (v) hold a
position as an officer of the corporation or 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 business or other relationship, by contract or otherwise, with
the corporation or entity other than as a passive investor in it; provided, however, that Executive
may vote his shares or ownership interest in such manner as he chooses provided that such action
does not otherwise violate the prohibitions set forth in this sentence.
(b) Executive will not, either directly or indirectly, either for himself or for any other
person, partnership, firm, company, corporation or other entity, contact, solicit, divert, or take
away any of the customers or suppliers of the Mylan Companies.
(c) Executive will not solicit, entice or otherwise induce any employee of the 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 in soliciting or hiring any
employee of the Mylan Companies, nor will Executive otherwise interfere with any contractual or
other business relationships between the Mylan Companies and its employees.
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insurance benefits through another employer or otherwise in connection with rendering services
for a third party. Executive will continue to be bound by all provisions of this Agreement that
survive termination of employment. As used herein, “Prior Bonus” means the higher of: (i) the
average of the annual bonuses paid to Executive in the three fiscal years (or fewer, if applicable)
prior to his separation from the Company; or (ii) the annual bonus applicable for the prior fiscal
year, provided that if Executive was not employed by the Company during such prior year(s), then
“Prior Bonus” shall refer to the target bonus described in Section 4(b) above, pro rated in based
on the portion of the year in which Executive was employed by the Company.
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benefits (as applicable) that the Executive or his estate or beneficiaries (as applicable) are
entitled to pursuant to plans or arrangements of the Company.
To the extent not otherwise limited by the Company’s Bylaws in effect as of the date of this
Agreement, in the event that Executive is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, (including those brought by or in the right of the
Company) whether civil, criminal, administrative or investigative (“proceeding”), by reason of the
fact that he is or was an officer, employee or agent of or is or was serving the Company or any
subsidiary of the Company, or is or was serving at the request of the Company or another
corporation, or of a partnership, joint venture, trust
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or other enterprise, including service with respect to employee benefit plans, whether the
basis of such proceeding is alleged action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director, officer, employee or agent,
Executive shall be indemnified and held 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 penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by Executive in connection therewith. Such right shall be a contract right and shall
include the right to be paid by the Company expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that the payment of such expenses incurred by
Executive in his capacity as a director or officer (and not in any other capacity in which service
was or is rendered by Executive while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of such proceeding will be made
only upon delivery to the Company of an undertaking, by or on behalf of Executive, to repay all
amounts to Company so advanced if it should be determined ultimately that Executive is not entitled
to be indemnified under this section or otherwise.
Promptly after receipt by Executive of notice of the commencement of any action, suit or
proceeding for which Executive may be entitled to be indemnified, Executive shall notify the
Company in writing of the commencement thereof (but the failure to notify the Company shall not
relieve it from any liability which it may have under this Section 10 unless and to the extent that
it has been prejudiced in a material respect by such failure or from the forfeiture of substantial
rights and defenses). If any such action, suit or proceeding is brought against Executive and he
notifies the Company of the commencement thereof, the Company will be entitled to participate
therein, and, to the extent it may elect by written notice delivered to Executive promptly after
receiving the aforesaid notice from Executive, to assume the defense thereof with counsel
reasonably satisfactory to Executive, which may be the same counsel as counsel to the Company.
Notwithstanding the foregoing, Executive shall have the right to employ his own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of Executive unless (i) the
employment of such counsel shall have been authorized in writing by the Company, (ii) the Company
shall not have employed counsel reasonably satisfactory to Executive to take charge of the defense
of such action within a reasonable time after notice of commencement of the action or (iii)
Executive shall have reasonably concluded, after consultation with counsel to Executive, that a
conflict of interest exists which makes representation by counsel chosen by the Company not
advisable (in which case the Company shall not have the right to direct the defense of such action
on behalf of Executive), in any of which events such fees and expenses of one additional counsel
shall be borne by the Company. Anything in this Section 10 to the contrary notwithstanding, the
Company shall not be liable for any settlement of any claim or action effected without its written
consent.
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If to the Company: | Mylan Laboratories Inc. | |||
0000 Xxxxxxxxx Xxxxx | ||||
Xxxxxxxxxx, Xxxxxxxxxxxx 00000 | ||||
Attention: Chief Executive Officer | ||||
If to Executive: | at the most recent address on record at the Company. |
Either party may, by written notice complying with the requirements of this section, specify
another or different person or address for the purpose of notification hereunder. All notices shall
be deemed to have been given and received on the day a fax is sent or, if mailed only, on the third
business day following such mailing.
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term “beneficiaries” as used in this Agreement shall mean a beneficiary or beneficiary or
beneficiaries so designated to receive any such amount, or if no beneficiary has been so
designated, the legal representative of the Executive’s estate. No right, benefit, or interest
hereunder, shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge,
pledge, hypothecation, or set-off in respect of any claim, debt, or obligation, or to execution,
attachment, levy, or similar process, or assignment by operation of law. Any attempt, voluntary or
involuntary, to effect any action specified in the immediately preceding sentence shall, to the
full extent permitted by law, be null, void, and of no effect.
17. Choice of Law and Forum. This Agreement shall be construed and enforced
according to, and the rights and obligations of the parties shall be governed in all respects by,
the laws of the Commonwealth of Pennsylvania. Any controversy, dispute or claim arising out of or
relating to this Agreement, or the breach hereof, including a claim for injunctive relief, or any
claim which, in any way arises out of or relates to, Executive’s employment with the Company or the
termination of said employment, including but not limited to statutory claims for discrimination,
shall be resolved by arbitration in accordance with the then current rules of the American
Arbitration Association respecting employment disputes except that the parties shall be entitled to
engage in all forms of discovery permitted under the Pennsylvania Rules of Civil Procedure (as such
rules may be in effect from time to time). The hearing of any such dispute will be held in
Pittsburgh, Pennsylvania, and the losing party shall bear the costs, expenses and counsel fees of
such proceeding. Executive and Company agree for themselves, their, employees, successors and
assigns and their accountants, attorneys and experts that any arbitration hereunder will be held in
complete confidence and, without the other party’s prior written consent, will not be disclosed, in
whole or in part, to any other person or entity except as may be required by law. The decision of
the arbitrator(s) will be final and binding on all parties. Executive and the Company expressly
consent to the jurisdiction of any such arbitrator over them.
[Signature Page Follows]
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MYLAN LABORATORIES INC. | EXECUTIVE: | ||
/s/ Xxxxxx X. Xxxxx
|
/s/ Xxxxxx Xxxxxxxxxx
|
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Its: Vice Chairman and CEO |
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