Privileged and
Confidential
RETIREMENT BENEFIT
AGREEMENT
This Amended
Retirement Benefit Agreement (the “Agreement”) is
entered into as of the 31 st day of August, 2009 (the “Effective
Date”) by and between:
Mylan Inc., a
Pennsylvania corporation, with offices located at 1500 Corporate
Drive, Canonsburg, PA 15317 (hereinafter referred to as
“Mylan” or “Company”).
Rajiv Malik, an
executive officer of Mylan (hereinafter referred to as
“Executive”).
WHEREAS,
Executive performs valuable services for the Company;
and
WHEREAS, in
recognition of his continuing service to Mylan, the Company wishes
to provide Executive with financial assistance with respect to
certain retirement and death;
WITNESSETH
THEREFORE that in consideration of the additional benefits provided
for hereunder, the premises and covenants set forth herein, and
other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Company and Executive, intending to be
legally bound, agree as follows:
Whenever used in
the Agreement the following terms shall be defined as
follows:
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(a)
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“At-Will” shall mean
with respect to the period of Executive’s employment with
Mylan or any subsidiary thereof, that the Company is under no
obligation to continue to employ Executive for any period of time,
and can terminate his employment at any time without notice,
subject to certain statutory and regulatory requirements, and if
applicable, any contractual rights Executive may have; and that
Executive is under no obligation to remain employed by the Company
or any subsidiary thereof.
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(b)
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“Board” shall mean the
Board of Directors of the Company.
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(c)
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“Change in Control”
shall mean:
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(1)
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The
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act or any
successor provision) of 20% or more of either (A) the
then-outstanding shares of common stock of the Company (the
“Outstanding Company Common
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Stock”) or (B) the
combined voting power of the then-outstanding voting securities of
the Company entitled to vote generally in the election of directors
(the “Outstanding Company Voting Securities”);
provided, however, that the following acquisitions shall not
constitute a Change in Control: (i) any acquisition directly
from the Company or any of its subsidiaries, (ii) any
acquisition by the Company or any of its subsidiaries,
(iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any subsidiary
thereof, (iv) any acquisition by a Person that is permitted
to, and actually does, report its beneficial ownership on
Schedule 13G (or any successor schedule); provided that, if
any Person subsequently becomes required to or does report its
beneficial ownership on Schedule 13D (or any successor
schedule), then, for purposes of this paragraph, such Person shall
be deemed to have first acquired, on the first date on which such
Person becomes required to or does so report, beneficial ownership
of all of the Outstanding Company Common Stock and Outstanding
Company Voting Securities beneficially owned by it on such date or
(v) any acquisition pursuant to a transaction that complies
with (3)(A), (3)(B) and (3)(C) below; or
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(2)
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Individuals who, as of Effective
Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a
vote of at least two-thirds of the directors then comprising the
Incumbent Board shall be considered as though such individual were
a member of the Incumbent Board; provided, however, the term
“Incumbent Board” as used in this Agreement shall not
include any individual whose initial assumption of office occurs as
a result of or an actual or threatened election contest with
respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
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(3)
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Consummation of a reorganization,
merger, statutory share exchange or consolidation or similar
corporate transaction involving the Company or any of its
subsidiaries, a sale or other disposition of all or substantially
all of the assets of the Company, or the acquisition of assets or
stock of another entity by the Company or any of its
subsidiaries
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(each, a “Business
Combination”), in each case unless, following such Business
Combination, (A) the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such
Business Combination continue to represent (either by remaining
outstanding or being converted into voting securities of the
resulting or surviving entity or any parent thereof) more than 50%
of the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination
(including, without limitation, a corporation that, as a result of
such transaction, owns the Company or all or substantially all of
the Company’s assets either directly or through one or more
subsidiaries), (B) no Person (excluding any employee benefit
plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then-outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting
power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior
to the Business Combination, and (C) individuals who comprise
the Incumbent Board immediately prior to such Business Combination
constitute at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as
a result of such transaction, owns the Company or all or
substantially of the Company’s assets either directly or
through one or more subsidiaries); or
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(4)
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Approval by the shareholders of the
Company of a complete liquidation or dissolution of
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