EMPLOYMENT AGREEMENT (this "Agreement"), dated as of February 6, 2003, by and between
Pharmaceutical Resources, Inc., a New Jersey corporation ("Resources"), and Dennis O'Connor ("Executive").
R E C I T A L S :
A. WHEREAS, Executive is presently employed by Resources in the capacities of Vice President, Chief
Financial Officer and Secretary of Resources and Vice President, Chief Financial Officer and Secretary of
Resources's wholly-owned subsidiary, Par Pharmaceutical, Inc. ("Par" and, together with Resources,
B. WHEREAS, Resources and Executive desire to cancel and replace Executive's existing severance agreement,
dated October 23, 1996, as modified from time to time (the "Severance 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 Vice President, Chief Financial
Officer and Secretary of Resources and Vice President, Chief Financial Officer and Secretary 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, by the Chief Executive Officer of Resources and by the Chief Executive Officer
of Par reasonably consistent with Executive's positions and this Agreement, and shall report to the Board, the
Chief Executive Officer of Resources and the Chief Executive Officer of Par.
1.2. TIME DEVOTED TO POSITION. Executive, during the Employment Term, shall devote substantially all of