SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (“Agreement”) is made by and between PAR
PHARMACEUTICAL COMPANIES, INC., and PAR PHARMACEUTICAL, INC . (collectively
referred to as “THE COMPANY”), and MARK AUERBACH (“EMPLOYEE”), a specified employee of
THE COMPANY. The Effective Date of this Agreement shall be as set forth in Section 8 herein.
A. For purposes of this Agreement, “THE COMPANY” means PAR PHARMACEUTICAL
COMPANIES, INC., and PAR PHARMACEUTICAL, INC., and each and any of their parent and subsidiary
corporations, affiliates, departments and divisions.
B. EMPLOYEE has been employed by THE COMPANY as the Executive Chairman of the Board of
Directors of THE COMPANY (“the Board”).
C. As a result of EMPLOYEE’s separation from THE COMPANY, and to fully and finally resolve all issues
concerning EMPLOYEE’s employment relationship with THE COMPANY, and to reiterate certain terms
contained in EMPLOYEE’s Employment Agreement dated September 16, 2003, THE COMPANY and
EMPLOYEE have decided to enter into this Agreement.
For and in consideration of the mutual promises and covenants in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Separation of Employment. THE COMPANY and EMPLOYEE agree that EMPLOYEE shall
separate from THE COMPANY effective at the end of business on October 31, 2006 (“Separation Date”), such
separation of employment with THE COMPANY occurring pursuant to Section 3.2.5 of that certain
Employment Agreement dated as of September 16, 2003 by and between the parties (“Employment
2. Pay, Benefits and Stock Options Upon Separation.
(a) Separation Pay. In accordance with the Employment Agreement EMPLOYEE is, on account of his
separation from THE COMPANY, entitled to severance in the amount of six hundred forty two thousand on