Amendment No. 1 to the
Retirement Benefit Agreement
This Amendment No. 1 is made and effective this 1st day of April, 1999.
WHEREAS, Mylan Laboratories Inc. ("Mylan") and Xxxxxxxx X. Xxxxxxx
("Employee") entered into that certain Retirement Benefit Agreement as of March
14, 1995 (the "Agreement") and now wish to amend the Agreement as provided
herein to induce Employee to continue his employment with Mylan.
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. A new Section 3.7 is added to the Agreement, and old Sections 3.7
through 3.9 are renumbered accordingly:
"3.7 Should Employee Retire after March 31, 2002 he shall receive
two hundred fifty thousand dollars ($250,000) each year for fifteen
(15) years."
2. A new sentence is added at the end of Section 3.8 (formerly Section
3.7):
"Should Employee become unable to perform the material and
substantial duties of his position on or after March 31, 1999, he
shall receive, pursuant to ss. 4.1, two hundred fifty thousand dollars
($250,000) per year for fifteen (15) years in lieu of any benefit
specified in Sections 3.2 through 3.7"
3. Section 6.1 is restated as follows:
"6.1 Upon a Change of Control prior to March 31, 1999, Xxxxxxx
shall receive, in lieu of the annual payments provided for under
Article III, the NPV of One Hundred Thousand Dollars ($100,000.00) per
year for ten (10) years; provided Xxxxxxx is employed by the Company
at or immediately prior to the Change of Control.
Upon a Change of Control on or after March 31, 1999, Xxxxxxx
shall receive, in lieu of the annual payments provided for under
Article III, the NPV of Two Hundred Fifty Thousand Dollars
($250,000.00) per year for fifteen (15) years; provided Xxxxxxx is
employed by the Company at or immediately prior to the Change of
Control."
4. A new Section 10.4 is added as follows:
"10.4 Notwithstanding any provision of this Agreement to the
contrary, if a Change in Control occurs at any time (before or after
Retirement), then this Article X will become inoperative.
5. Section 25.1(a) is amended as follows:
"(a) The maximum benefit to which Employee is entitled under
Article III shall not exceed two hundred fifty thousand dollars
($250,000) per year for fifteen (15) years.
IN WITNESS WHEREOF, in accordance with Article XVI of the Agreement,
and intending to be legally bound, the parties hereto have signed (or
caused their authorized agents to sign) this Amendment effective as of the
date first above noted.
MYLAN LABORATORIES INC. XXXXXXXX X. XXXXXXX
By: /s/ Xxxxx Xxxxxx CEO /s/ Xxxxxxxx X. Xxxxxxx
___________________________ _____________________________
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