Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) Effective September 1, 2009, the Board of Directors of Mylan Inc., a
Pennsylvania corporation (the "Company"), appointed Mark Parrish to the Board.
The size of the Company's Board was increased from nine to ten members in
connection with the appointment.
(e) On August 31, 2009, Mylan and Heather Bresch, the Company's President,
entered into an amendment to Ms. Bresch's Executive Employment Agreement, to
extend the term of the agreement until August 31, 2012. Also on August 31, 2009,
the Company and Rajiv Malik, Mylan's Chief Operating Officer, entered into an
amendment to Mr. Malik's Executive Employment Agreement, to extend the term of
the agreement until January 31, 2012.
In addition, the Company and each of Ms. Bresch, Mr. Malik and Jolene
Varney, Mylan's Chief Financial Officer, entered into Retirement Benefit
Agreements ("RBAs"), in each case on August 31, 2009. Pursuant to the RBAs, upon
retirement following completion of ten or more years of service as an executive,
each would be entitled to receive a lump sum retirement benefit equal to the
present value of an annual payment of, as applicable, 20% (in the case of
Ms. Bresch) or 15% (in the case of Mr. Malik and Ms. Varney) of the sum of his
or her annual base salary on the date of retirement and target annual bonus,
paid for a period of 15 years beginning at age 55. After completing five years
of executive service, these executives would each vest 50% in their respective
Retirement Benefits, with an additional 10% of the Retirement Benefit vesting
after each year for up to five additional years and would be entitled to receive
such partial benefit upon a termination without Cause or for Good Reason (as
defined in their respective employment agreements), provided that following a
change of control such partial benefit would be paid regardless of the reason
for termination).
If, following a change of control, the executive is terminated in a manner
entitling him or her to severance under his or her Transition and Succession
Agreement, the executive will be entitled to additional years of service credit
for vesting purposes, equal to the relevant severance multiplier. Each of the
RBAs provides that the executive is generally prohibited for one year following
termination from engaging in activities that are competitive with the Company's
activities.
Each of the RBAs also provides that during the five-year period following
termination, except for any termination occurring following a change in control,
the Company may request that the executive provide consulting services for the
Company, which services will be reasonable in scope, duration and frequency, and
not to exceed 20 hours per month. If an executive dies while employed by the
Company, the executive's beneficiary would be entitled to receive a lump sum
payment equal to the greater of (i) two times the executive's base salary or
(ii) the net present value of the Retirement Benefit.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MYLAN INC.
Date: September 4, 2009 By: /s/ Jolene Varney
Jolene Varney
Executive Vice President and Chief Financial Officer