SECOND AMENDED AND RESTATED
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of
January 4, 2002, by and between Pharmaceutical Resources, Inc., a New Jersey corporation ("Resources"), and
Kenneth I. Sawyer ("Executive").
R E C I T A L S :
A. WHEREAS, Par Pharmaceutical, Inc. ("Par" and together with Resources, the "Employer") and Executive
entered into an Employment Agreement, dated as of October 14, 1992 (the "October 1992 Agreement"),
pursuant to which Executive provided services to Employer and its existing subsidiaries, entities or organizations
hereafter formed, organized or acquired by Resources directly or indirectly (all such existing subsidiaries and all
such hereafter formed, organized or acquired corporations, entities or organizations being hereinafter individually
referred to as a "Subsidiary" and collectively referred to as the "Subsidiaries");
B. WHEREAS, on April 30, 1998, Employer and Executive entered into an amendment to the October 1992
Agreement (the "April Amendment");
C. WHEREAS, on January 12, 2001, Employer and Executive entered into an amendment to the October 1992
Agreement (the "January Amendment"); and
D. WHEREAS, Resources and Executive desire to supersede the October 1992 Agreement, as previously
amended by the April Amendment and the January Amendment 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 Chairman of the Board of Directors
(the "Board") and Chief Executive Officer of Resources and Chairman of the Board of Directors of Par at the
compensation rate and benefits set forth in Section 2 herein and for the term set forth in Section 3.1 herein.
Following the Initial Period (as defined below), unless otherwise terminated pursuant to this Agreement,
Resources hereby employs Executive in the capacity