Common use of Paragraph Clause in Contracts

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twenty-four (24) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Vice Presidents before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twentythirty-four six (2436) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Vice Presidents senior officers of the Company before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twenty-four thirty (2430) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Senior Vice Presidents before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twenty-four (24) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Senior Vice Presidents before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) of the Employment Agreement is hereby deleted in its entirety and replaced with the following: (i) If the Employee’s employment with the Company is terminated by the Company or an Affiliate without Good Cause (except as an incident of assigning the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result of any non-renewal of this Agreement, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twentythirty-four six (2436) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section 5, Section 14 below, and further subject to compliance by the Employee with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to the Employee the Employee’s annual bonus for the fiscal year of the Company preceding the fiscal year of the Company in which the Compensable Termination occurs, if unpaid at the time of the Compensable Termination. Such annual bonus shall be paid at the same time as bonuses (if any) for such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relates. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the The amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s prior bonus determinations with respect to other Executive Vice Presidents the Employee before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”

Paragraph. 5(a)(i) 48 ------------ Notwithstanding the provision of paragraph 12 of the Employment Agreement is hereby deleted printed form of the Lease, Tenant shall be entitled to make a claim for moving expenses and for any trade fixtures which are taken in its entirety any condemnation or eminent domain proceeding provided the award to Tenant does not diminish the award that the Landlord would otherwise receive from the condemning authority. PARAGRAPH 49 ------------ The preprinted Lease together with this Rider contains the entire agreement of the parties and replaced with superseded any prior written or oral understandings or agreements between the following: (i) If the Employee’s employment with the Company is terminated parties. This agreement may only be modified by a writing signed by the Company or an Affiliate without Good Cause (except as an incident of assigning parties. In the rights to Employee’s services to a Permitted Assignee in accordance with Paragraph 13(d) below), and including as a result event of any non-renewal of inconsistency between the provisions contained in the preprinted Lease and this AgreementRider, in any such case when the Employee is willing and able to continue performing service, or is terminated by the Employee with or without Good Reason (excluding upon the Employee’s death) (any of the foregoing terminations, a “Compensable Termination”), in each case following the Merger (as such term is defined in Paragraph 9(f) below), the Company shall: (A) for twenty-four (24) months following the Employee’s termination, provide the Employee (and, as applicable, the Employee’s covered dependents), at Company expense, with continuation coverage under the Company’s group health plan(s) covering similarly situated executives; (B) pay the Employee, in accordance with normal payroll practices, the portion of the Employee’s Base Salary accrued through the date of the Compensable Termination and any other amounts to which the Employee is entitled by law or pursuant to the terms of any compensation or benefit plan or arrangement in which the Employee participated prior to the Compensable Termination; (C) subject to all of the provisions of this Section Rider shall govern. PARAGRAPH 50 ------------ Any notice or document required to be delivered hereunder shall be deemed to be delivered (a) as and when actually received or (b) whether or not received, (i) five (5) business days after deposit in the United States mail, Section 14 belowpostage prepaid, certified or registered mail, (with return receipt requested) or (ii) one (1) business day after sent by Federal Express, or other nationally recognized overnight courier providing delivery confirmation, for next-day delivery addressed to the party at the address set forth at the head of this Lease and further subject to compliance such other addresses as either of said parties shall have specified by written notice delivered in accordance herewith provided, however, that notice of change of address shall be effective only upon actual receipt by the Employee party to whom notice is addressed. PARAGRAPH 51 ------------ Tenant may operate its business during any hours it chooses provided the same comply with municipal, county, state and federal laws. PARAGRAPH 52 ------------ At the end, expiration or other termination of the term, the Tenant shall surrender the Premises to the Landlord in as good order and condition as they were at the commencement of the term or may be put in thereafter, reasonable wear and tear excepted. All alterations, additions and improvements in or upon the Premises made by the Tenant (except Tenant's furniture, trade fixtures, equipment and shelving) shall at Landlord's election either become the property of the Landlord and remain upon and be surrendered with the provisions of Sections 6 and 7 below, relating to confidential information, nonsolicitation and disparaging remarks, pay to Premises as a part thereof at the Employee the Employee’s annual bonus for the fiscal year termination or other expiration of the Company preceding the fiscal year of the Company in which the Compensable Termination occursterm, if unpaid or be removed at the time of the Compensable TerminationTenant's expense. Such annual bonus shall be paid at the same time as bonuses (if any) for Tenant agrees to repair any and all damage caused by such preceding fiscal year are paid to other officers, and in all events within the first two and one half (21/2) months immediately following the fiscal year of the Company to which such annual bonus relatesremoval. The amount of such bonus shall be determined by the Board or a committee of the Board on a basis consistent with the prior bonus determinations with respect to the Employee or, for at least one year following the Merger, consistent with the bonus determinations with respect to the Employee prior to Merger. If the Board or a committee of the Board made no bonus determinations with respect to the Employee before the Compensable Termination or, if applicable, before the Merger the amount of such bonus shall be determined on a basis consistent with the Board’s or Board committee’s bonus determinations with respect to other Executive Vice Presidents before the Merger. Unless otherwise agreed by Teva and Employee, and except as otherwise provided in Paragraph 5(b) and 5(e) below, Employee shall not be entitled to any cash severance payments under any Company or Teva severance arrangements in connection with such termination.”PARAGRAPH 53 ------------