EMPLOYMENT AGREEMENT (this "Agreement"), dated as of February 6, 2003, by and between
Pharmaceutical Resources, Inc., a New Jersey corporation ("Resources"), and Scott L. Tarriff ("Executive").
R E C I T A L S :
A. WHEREAS, Executive is presently employed by Resources in the capacities of Executive Vice President of
Resources and President and Chief Executive Officer of Resources's wholly-owned subsidiary, Par
Pharmaceutical, Inc. ("Par" and, together with Resources, "Employer"), and currently serves as a member of the
Board of Directors of Resources (the "Board"); and
B. WHEREAS, Employer and Executive desire to cancel and replace Executive's existing employment
agreement, dated February 20, 1998, as modified from time to time (the "Existing Employment Agreement"), and
enter into this Agreement in order for Executive to continue to perform the duties associated with his positions
with Employer on the terms and conditions set forth herein.
In consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:
1.1. GENERAL. Resources hereby employs Executive in the capacities of Executive Vice President of
Resources and President and Chief Executive Officer of Par at the compensation rate and benefits set forth in
Section 2 hereof for the Employment Term (as defined in Section 3.1 hereof). Executive hereby accepts such
employment, subject to the terms and conditions herein contained. In all such capacities, Executive shall perform
and carry out such duties and responsibilities as may be assigned to him from time to time by the Board and by
the Chief Executive Officer of Resources reasonably consistent with Executive's positions and this Agreement,
and shall report to the Board and the Chief Executive Officer of Resources.
1.2. TIME DEVOTED TO POSITION. Executive, during the Employment Term, shall devote substantially all of
his business time, attention and skills to the business and affairs of Employe