AMENDMENT NO. 1 TO TRANSITION AND SUCCESSION AGREEMENT
THIS AMENDMENT NO. 1 TO TRANSITION AND SUCCESSION AGREEMENT (this
“Amendment”) by and between Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”), and
Louis J. DeBone (the “Executive”), is made as of December 2, 2004.
WHEREAS, the Company and the Executive are parties to that certain Transition and Succession Agreement
dated as of December 15, 2003 (the “Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Agreement, as set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:
Section 8. Certain Additional Payments by the Company.
(a) Whether or not the Executive becomes entitled to any payments hereunder, if any of the payments or
benefits received or to be received by the Executive (including any payment or benefits received in
connection with a Change of Control or the Executive’s termination of employment, whether pursuant to
the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits,
excluding the Gross-Up Payment, being hereinafter referred to as the “Total Payments”) will be subject to
the excise tax (“the Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Code”), the Company shall pay to the Executive an additional amount (the “Gross-Up
Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the
Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up Payment, and after taking into account the phase out of itemized deductions and personal
exemptions attributable to the Gross-Up Payment, shall be equal to the Total Payments.
(b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and