EMPLOYMENT AGREEMENT (this "Agreement"), dated as of February 9, 2004, by and between
Pharmaceutical Resources, Inc., a Delaware corporation ("Employer"), and Scott L. Tarriff ("Executive").
R E C I T A L S :
A. WHEREAS, Executive is presently employed by Employer in the capacities of President and Chief Executive
Officer of Employer and President and Chief Executive Officer of Employer's wholly-owned subsidiary, Par
Pharmaceutical, Inc. ("Par"), and currently serves as a member of the Board of Directors of Employer (the
B. WHEREAS, effective as of September 16, 2003, Employer and Executive desire to cancel and replace
Executive's existing employment agreement, dated February 6, 2003, as modified by that certain amendment to
his existing employment agreement, dated June 18, 2003 (as amended, 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 and Par 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. Employer hereby employs Executive in the capacities of President and Chief Executive Officer
of Employer 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 that are reasonably consistent with Executive's positions and
responsibilities and this Agreement, and shall report to the Executive Chairman of the Board (the "Executive
Chairman"), if there shall be one, and the Board.
1.2. TIME DEVOTED TO POSITION. Executive, during the Employment Term, shall devote substantially all of