Employment Agreement - Barr Laboratories Inc. and Paul Bisaro


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         AGREEMENT dated as of the 16th day of August, 2002 between Barr
Laboratories, Inc., a New York corporation having its principal executive
offices at 300 Corporate Drive, Building #10, Bradley Corporate Park, Blauvelt,
New York 10913 (the "Company"), and Paul Bisaro (the "Employee").

                                   WITNESSETH:

         WHEREAS, the Company and the Employee entered into an employment
agreement dated as of October 28, 1999, the term of which has been extended
pursuant to Section 2 of that agreement so that it is presently scheduled to
expire on October 28, 2003 (the "Employment Agreement"); and

         WHEREAS, the Company and the Employee wish to amend and restate the
Employment Agreement in its entirety;

         NOW, THEREFORE, the Company and the Employee hereby agree that,
effective as of August 16, 2002, the Employment Agreement is amended and
restated in its entirety to read as follows:

         1. Employment. The Company agrees to employ the Employee, and the
Employee agrees to remain in the employ of the Company, during the term of this
Agreement and on the other terms and conditions hereafter set forth.

         2. Term. The term of this Agreement shall commence on August 16, 2002
(the "Commencement Date") and shall terminate at the close of business on the
third anniversary of the Commencement Date unless sooner terminated in
accordance with the terms of this Agreement or extended as hereinafter provided.
The term of this Agreement shall be extended, without further action by the
Company or the Employee, on the date (the "Extension Effective Date") which is
six months before the third anniversary of the Commencement Date and on the date
(also an "Extension Effective Date") which is six months before each subsequent
anniversary of the Commencement Date, for successive periods of twelve months
each, unless either party shall have given written notice to the other party, in
the manner set forth in paragraph 13(e) or (f) below, prior to the Extension
Effective Date in question, that the term of this Agreement that is in effect at
the time such written notice is given is not to be extended or further extended,
as the case may be. Examples that illustrate the intended operation of the
preceding sentence appear in the Appendix to this Agreement.

         3. Positions and Responsibilities; Place of Performance.

            (a) Throughout the term of this Agreement, the Employee agrees to
remain in the employ of the Company, and the Company agrees to employ the
Employee, as the President and Chief Operating Officer of the Company, reporting
to the Chairman and Chief Executive Officer of the Company (the "CEO"). As the
President and Chief

Operating Officer of the Company, the Employee shall be responsible for managing
and supervising, and shall have responsibility for, the day-to-day management of
the business operations of the Company and its subsidiaries, subject only to the
authority of the CEO and the Board of Directors of the Company (the "Board"),
and shall have all of the powers, authority, duties and responsibilities he has
had prior to the Commencement Date and all of the powers, authority, duties and
responsibilities usually incident to the position and role of President and
Chief Operating Officer in public companies that are comparable in size,
character and performance to the Company and such other reasonable duties,
consistent with the position of President and Chief Operating Officer, as may be
lawfully assigned to him by the CEO or the Board. The Company agrees to use
reasonable efforts to secure the Employee's election as a member of the Board
during the term of this Agreement, and the Employee agrees to serve as such
without additional compensation beyond that provided in this Agreement.

            (b) In connection with his employment by the Company, the Employee
shall be based at the principal executive offices of the Company in Blauvelt,
New York, and he agrees to travel, to the extent reasonably necessary to perform
his duties and obligations under this Agreement, to Company facilities and other
destinations elsewhere.

            (c) During the term of this Agreement, the Employee shall serve the
Company on an exclusive basis and shall devote all his business time, attention,
skill and efforts to the faithful performance of his duties hereunder; provided
that the Employee may engage in community service and charitable activities and,
with the approval of the Board, may serve as a member of the board of directors
of other companies (and retain remuneration for such service) if such activities
and service do not materially interfere with the performance of his duties and
responsibilities hereunder.

         4. Compensation. For all services rendered by the Employee in any
capacity during the term of this Agreement, and for his undertakings with
respect to confidential information, non-solicitation and disparaging remarks
set forth in sections 6 and 7 below, the Employee shall be entitled to the
following:

            (a) a salary, payable in installments not less frequent than
monthly, at the annual rate of four hundred and fifty thousand dollars
($450,000), with such increases in such rate, if any, as the Compensation
Committee of the Board may approve from time to time during the term of this
Agreement in accordance with the Company's regular administrative practices
applicable to senior officers from time to time during the term of this
Agreement (the annual salary rate as increased from time to time during the term
of this Agreement being hereafter referred to as the "Base Salary");

            (b) participation in the Company's annual executive incentive or
bonus plan as in effect from time to time, with the opportunity to receive an
award in accordance with the terms and conditions of such plan, for each fiscal
year of the Company that commences or terminates during the term of this
Agreement, of up to 50% of the Base Salary earned during such year (or such
higher percentage as the Board or a

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committee of the Board may allow from time to time during the term of this
Agreement), it being understood that any award for the fiscal year of the
Company in which the term of this Agreement terminates pursuant to the terms
hereof shall be prorated based on the portion of such fiscal year that coincides
with the term of this Agreement and shall be made at the same time as awards (if
any) are made to other participants with respect to such fiscal year. The
Employee recognizes and agrees that the Board may defer the payment of any
portion of his annual bonus to the extent that, and for such period of time as,
may be reasonably necessary to avoid a loss of the Company's tax deduction with
respect to such portion of his annual bonus under section 162(m) of the Internal
Revenue Code. Any such deferred amount shall be non-forfeitable, shall
constitute an unfunded, unsecured obligation of the Company, and until paid
shall be deemed invested in such hypothetical investments as the Employee may
select from among the hypothetical investment options that are available from
time to time during the deferral period under the Company's excess 401(k) plan
or, if no such investment options are available at the time in question under
that plan, then from among the same hypothetical investment options that are
available under such plan on the date of this Agreement or a reasonable
facsimile thereof;

            (c) participation in the Company's stock incentive plan as from time
to time in effect, subject to the terms and conditions of such plan;

            (d) the business and personal use of an automobile at Company
expense including, without limitation, payment or reimbursement of automobile
insurance and maintenance expenses in accordance with the Company's automobile
policy applicable to senior officers on the Commencement Date; and

            (e) participation in all Company health, welfare, savings and other
employee benefit and fringe benefit plans (including vacation pay plans or
policies and life and disability insurance plans) in which other senior officers
of the Company participate during the term of this Agreement, subject in all
events to the terms and conditions of such plans as in effect from time to time.
Nothing in this paragraph (e) shall preclude the Company from amending or
terminating any such plan at any time. The plans covered by this paragraph (e)
shall not include the annual incentive or stock incentive plans, which are
covered by paragraphs (b) and (c) above.

         5. Termination of Employment.

            (a) Termination by the Company without Good Cause or by the Employee
for Good Reason.

                (i) If the Employee's employment with the Company is terminated
by the Company without Good Cause or is terminated by the Employee for Good
Reason during the term of this Agreement and other than at or after the
expiration of the term of this Agreement as the same may have been extended in
accordance with the provisions of section 2 above (any such employment
termination being hereafter referred to as a "Compensable Termination"), the
Company shall pay the Employee the

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portion of his Base Salary accrued through the date of the Compensable
Termination and any other amounts to which he is entitled by law or pursuant to
the terms of any compensation or benefit plan or arrangement in which he
participated prior to the Compensable Termination and, in addition, subject to
compliance by the Employee with the provisions of sections 6 and 7 below,
relating to confidential information, non-solicitation and disparaging remarks,
the Company shall, as liquidated damages or severance pay or both (whichever
characterization(s) will serve to validate the payments), and as additional
consideration for the Employee's undertakings under sections 6 and 7 below, pay
the Employee the following:

                        (A) his 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, the amount of such
bonus to be determined by the Compensation Committee of the Board on a basis
consistent with its prior bonus determinations with respect to the Employee
during the term of this Agreement and, in the event a Change in Control or
Potential Change in Control (as defined in section 11 below) occurred before the
Compensable Termination, consistent with its bonus determinations with respect
to the Employee prior to the Change in Control or Potential Change in Control;

                        (B) a prorated annual bonus for the fiscal year of the
Company in which the Compensable Termination occurs, such prorated annual bonus
to be determined by multiplying the "Applicable Average Bonus" as defined below
in this subparagraph 5(a)(i)(B) by a fraction the numerator of which shall be
the number of days elapsed in such fiscal year through (and including) the date
on which the Compensable Termination occurs and the denominator of which shall
be the number 365. For purposes of this Agreement, the "Applicable Average
Bonus" means the higher of (I) the average annual bonus (including any deferred
bonus) awarded to the Employee during the three year period immediately
preceding the Compensable Termination, or (II) the average annual bonus
(including any deferred bonus) awarded to the Employee during the three fiscal
years of the Company preceding the fiscal year in which the Compensable
Termination occurs; provided that, if the Compensable Termination occurs after a
Change in Control or Potential Change in Control, the Applicable Average Bonus
shall not be less than the average annual bonus (including any deferred bonus)
awarded to the Employee during the three years preceding the date on which the
Change in Control or Potential Change in Control occurred; and

                        (C) an amount of money (the "Severance Payment") equal
to two and one-half (2-1/2) times the Employee's "Annual Cash Compensation" as
hereafter defined, unless the Severance Payment is payable solely on account of
the Employee's resignation for Good Reason pursuant to subparagraph 5(d)(v)
below (relating to the Company's giving the Employee notice of non-extension),
in which case the Severance Payment shall be equal to one and one-quarter
(1-1/4) times the Employee's "Annual Cash Compensation" as hereafter defined.
Except as otherwise provided hereafter in this subparagraph 5(a)(i)(C), sixty
percent (60%) of the Severance Payment shall be paid in a lump sum within ten
days after the date of the Compensable

                                  page 4 of 18

Termination. The forty percent (40%) balance of the Severance Payment shall be
paid in twelve (12) equal monthly installments one of which shall be paid at the
end of each of the first twelve (12) months after the date of the Compensable
Termination, provided, in the case of each of such 12 installments, that the
Employee has not accepted full-time or regular part-time employment with or
regularly served as a consultant to a for-profit pharmaceutical company prior to
the date for payment of such installment, it being understood and agreed that
the foregoing condition shall not be violated by the Employee's serving as a
member of a board of directors of a for-profit pharmaceutical company or by his
performing consulting services on an ad hoc basis for such a company. If a
Change in Control or Potential Change in Control as defined in section 11 below
occurs (either before or after the Compensable Termination), the Severance
Payment (or, in the case of a Change in Control or Potential Change in Control
that occurs after the Compensable Termination, any portion thereof that remains
unpaid at the time such Change in Control or Potential Change in Control occurs)
shall be paid in a lump sum within ten days after the Compensable Termination
(or, in the case of a Change in Control or Potential Change in Control that
occurs after the Compensable Termination, within ten days after the Change in
Control or Potential Change in Control occurs), and the two preceding sentences
of this subparagraph shall not apply. In addition, if the Severance Payment is
payable solely on account of the Employee's resignation for Good Reason pursuant
to subparagraph 5(d)(v) below (relating to the Company's giving the Employee
notice of non-extension), the Severance Payment shall be paid in a lump sum
within ten days after the Employee resigns for such Good Reason, and the second
and third preceding sentences of this subparagraph shall not apply. During the
18 month period following a Compensable Termination, the Company shall also
provide the Employee with COBRA coverage at its expense. For purposes of this
section 5, the Employee's "Annual Cash Compensation" shall mean the sum of (I)
the Employee's highest Base Salary (i.e., one year's salary at its highest
rate), plus (II) the "Applicable Average Bonus" as defined in subparagraph
5(a)(i)(B) above.

                (ii) If the term of this Agreement as the same may have been
extended in accordance with the provisions of section 2 above is not extended or
further extended because the Company gives written notice of non-extension to
the Employee as provided in section 2 above, and the Company does not have Good
Cause for termination of the Employee's employment at the time of giving such
notice, and the Employee does not thereafter resign for Good Reason during the
term of this Agreement as permitted by paragraph 5(d)(v) below, then the
Company, subject to fulfillment by the Employee of his obligations under this
Agreement during the balance of the term and his compliance with the provisions
of sections 6 and 7 below, relating to confidential information,
non-solicitation and disparaging remarks, shall, as non-renewal compensation,
and as additional consideration for the Employee's undertakings under this
Agreement including sections 6 and 7 below, pay the Employee an amount of money
(the "Non-Renewal Payment") equal to the Employee's Annual Cash Compensation as
defined in subparagraph 5(a)(i)(C) above, in addition to any other amounts to
which the Employee may be entitled hereunder (including without limitation his
annual bonus pursuant to paragraph 4(b) above for the fiscal year of the Company
in which his employment terminates and any amounts to which he may be entitled
under section 8, 9 or 10 below)

                                  page 5 of 18

or by law or pursuant to the terms of any compensation or benefit plan or
arrangement in which he participated before his employment terminated. The
Non-Renewal Payment shall be paid in a lump sum within ten days after the date
on which the Employee's employment terminates. During the 18 month period
following the termination of his employment, the Company shall also provide the
Employee with COBRA coverage at its expense.

                (iii) The foregoing provisions of (including any payments under)
this paragraph 5(a) shall be in lieu of any severance pay that may be payable
under any plan or practice of the Company, but shall be in addition to (and not
in lieu of) any payments to which the Employee may be entitled under sections 8,
9 and 10 below. Subparagraphs 5(a)(i) and 5(a)(ii) above are intended to be
mutually exclusive, and in no event shall such subparagraphs, either
individually or collectively, be construed to require the Company to pay an
amount of money in excess of two and one-half (2-1/2) times the Employee's
Annual Cash Compensation under such subparagraphs, either individually or
collectively. The Employee shall not be required to mitigate the amount of any
payment or benefit provided for in this Agreement (including but not limited to
any payment provided for above in this paragraph 5(a)) by seeking other
employment or otherwise, nor shall any compensation earned by the Employee in
other employment or otherwise reduce the amount of any payment or benefit
provided for in this Agreement.

            (b) Termination by the Company for Good Cause or by the Employee
without Good Reason. If, during the term of this Agreement, the Employee's
employment by the Company is terminated by the Company for Good Cause or by the
Employee without Good Reason, the Employee shall not be entitled to receive any
compensation under section 4 above accruing after the date of such termination
or any payment under paragraph 5(a) above. However, the Company's obligations
under sections 8, 9 and 10 shall not be affected by such termination of
employment. The provisions of this paragraph 6(b) shall be in addition to, and
not in lieu of, any other rights and remedies the Company may have at law or in
equity or under any other provision of this Agreement in respect of such
termination of employment. However, if during the term of this Agreement the
Employee's employment is terminated by the Employee without Good Reason and the
Employee gives the Company at least 120 days' advance notice of such
termination, then the Employee shall not have any obligation or liability to the
Company under this Agreement in respect of such termination of employment, but
his obligations under Section 6 and 7 hereof shall not be affected by such
termination of employment.

            (c) Good Cause Defined. For purposes of this Agreement, the Company
shall have "Good Cause" to terminate the Employee's employment during the term
of this Agreement only if:

                (i) the Employee fails to substantially perform his duties
hereunder for any reason or fails to devote substantially all his business time
exclusively to the affairs of the Company or fails to obtain the consent of the
Board to his service on the board of directors of another company, and such
failure is not discontinued within a

                                  page 6 of 18

reasonable period of time, in no event to exceed 30 days, after the Employee
receives written notice from the Company of such failure; or

                (ii) the Employee commits an act of dishonesty resulting or
intended to result directly or indirectly in gain or personal enrichment at the
expense of the Company; or

                (iii) the Employee is grossly negligent or engages in willful
misconduct or insubordination in the performance of his duties hereunder; or

                (iv) the Employee materially breaches his obligations under
section 6 or paragraph 7(a) below, relating to confidential information and
non-solicitation.

Any foregoing provision of this paragraph 5(c) to the contrary notwithstanding,
the Company shall not have "Good Cause" to terminate the Employee's employment
within three years after a Change in Control or Potential Change in Control (as
such terms are defined in section 11 below) unless (A) the Employee's act or
omission is willful and has a material adverse effect upon the Company, (B) the
Board of Directors gives the Employee (I) written notice warning of its
intention to terminate the Employee for Good Cause if the specified act or
omission alleged to constitute Good Cause is not discontinued and, if curable,
cured, and (II) a reasonable opportunity after receipt of such written notice,
but in no event less than two weeks, to discontinue and, if curable, cure the
conduct alleged to constitute Good Cause, and (C) the Employee fails to
discontinue and, if curable, cure the act or omission in question; provided that
clauses (B) and (C) of this sentence shall not apply with respect to misconduct
on the part of the Employee that constitutes a felony in the jurisdiction in
which the Employee engages in such misconduct, and, provided further, that this
sentence shall not apply to conduct involving moral turpitude. For all purposes
of this Agreement, no act, or failure to act, on the Employee's part shall be
deemed "willful" unless done, or omitted to be done, by him intentionally and in
bad faith (i.e., without reasonable belief that his action or omission was in
furtherance of the interests of the Company or a subsidiary of the Company).

            (d) Good Reason Defined. For purposes of this Agreement, the
Employee shall have "Good Reason" to terminate his employment during the term of
this Agreement only if:

                (i) the Company fails to pay or provide any amount or benefit
that the Company is obligated to pay or provide under section 4 above or section
8, 9 or 10 below and the failure is not remedied within 30 days after the
Company receives written notice from the Employee of such failure; or

                (ii) the Company assigns the Employee duties, responsibilities
or reporting relationships not contemplated by section 3 above without his
consent, or limits his duties or responsibilities or power or authority
contemplated by section 3 above in any respect materially detrimental to him,
and in either case the situation is not

                                  page 7 of 18

remedied within 30 days after the Company receives written notice from the
Employee of the situation; or

                (iii) he is removed from, or not elected or reelected to, the
Board or the office, title or position of President and Chief Operating Officer
of the Company, and the Company does not have Good Cause for doing so; or

                (iv) the Company relocates his office outside of either (A) the
principal executive offices of the Company, or (B) Rockland County, New York, in
either case (A) or (B) without his written consent (given in a personal rather
than representative capacity), and the situation is not remedied within 30 days
after the Company receives written notice from the Employee of the situation; or

                (v) the Company gives the Employee written notice, in the manner
set forth in paragraph 13(e) or (f) below, prior to any Extension Effective
Date, that the term of this Agreement that is in effect at the time such written
notice is given is not to be extended or further extended, as the case may be;
provided that the giving of such written notice to the Employee shall constitute
Good Reason only if and when the Employee shall have performed such of his
duties and responsibilities for such period of time, in no event to exceed
ninety (90) days after the giving of such notice, as the CEO or the Board may
reasonably request in writing to transition his duties and responsibilities; or

                (vi) a Change in Control occurs and as a result thereof either
(A) equity securities of the Company cease to be publicly-traded, or (B) the
Employee is not elected or designated to serve as the sole President and Chief
Operating Officer of the surviving company; or

                (vii) a Change in Control or Potential Change in Control occurs
and (A) the dollar value of the stock optioned to the Employee annually
thereafter is less than the average annual dollar value of the stock that was
optioned to the Employee during the four years prior to the Change in Control or
Potential Change in Control, or (B) the material terms of such options
(including without limitation vesting schedules) are less favorable to the
Employee than the material terms of the options that were granted to the
Employee during the four years prior to the Change in Control or Potential
Change in Control, and in either case (A) or (B) the situation is not remedied
within 30 days after the Company receives written notice from the Employee of
the situation.

In no event shall the Employee's continued employment after any of the foregoing
constitute his consent to the act or omission in question, or a waiver of his
right to terminate his employment for Good Reason hereunder on account of such
act or omission.

         6. Confidential Information. The Employee agrees not to disclose,
either while in the Company's employ or at any time thereafter, to any person
not employed by the Company, or not engaged to render services to the Company,
except with the prior

                                  page 8 of 18

written consent of an authorized officer of the Company or as necessary or
appropriate for the performance of his duties hereunder, any confidential
information obtained by him while in the employ of the Company, including,
without limitation, information relating to any of the inventions, processes,
formulae, plans, devices, compilations of information, research, methods of
distribution, suppliers, customers, client relationships, marketing strategies
or trade secrets of the Company or any subsidiary thereof; provided, however,
that this provision shall not preclude the Employee from use or disclosure of
information known generally to the public or of information not considered
confidential by persons engaged in the businesses conducted by the Company or
any subsidiary thereof, or from disclosure required by law or court order. The
Employee also agrees that upon leaving the Company's employ he will not take
with him, without the prior written consent of an authorized officer of the
Company, and he will surrender to the Company, any record, list, drawing,
blueprint, specification or other document or property of the Company or any
subsidiary thereof, together with any copy or reproduction thereof, mechanical
or otherwise, which is of a confidential nature relating to the Company or any
subsidiary thereof, or without limitation, relating to its or their methods of
distribution, suppliers, customers, client relationships, marketing strategies
or any description of any formulae or secret processes, or which was obtained by
him or entrusted to him during the course of his employment with the Company.

         7. Restrictive Covenants

            (a) Non-Solicitation. Employee covenants and agrees that, during his
employment by the Company and during the one year period immediately following
the termination of his employment with the Company for any reason (including,
without limitation, a termination of employment by the Company without cause and
a voluntary termination of employment by the Employee, in either case whether
during the term of this Agreement, at the expiration of the term of this
Agreement or at any time thereafter), he will not solicit or attempt to persuade
any employee of the Company, its subsidiaries or affiliates (except the
Employee's personal secretary or administrative assistant), or any other person
who performs services for the Company, its subsidiaries or affiliates at the
time the Employee's employment terminates or at any time within one year
thereafter, to terminate or reduce or refrain from engaging in his or her
employment or other service relationship with the Company, its subsidiaries or
affiliates; provided, however, that responding to inquiries from any such
employees or other persons that are not initiated by the Employee, and
subsequently hiring such employees or other persons following the termination of
their employment with the Company, its subsidiaries and affiliates shall be
permitted.

            (b) Specific Enforcement. Employee recognizes and agrees that, by
reason of his knowledge, experience, skill and abilities, his services are
extraordinary and unique, that the breach or attempted breach of any of the
restrictions set forth above in this section 7 will result in immediate and
irreparable injury for which the Company will not have an adequate remedy at
law, and that the Company shall be entitled to a decree of specific performance
of those restrictions and to a temporary and permanent injunction enjoining the
breach thereof, and to seek any and all other remedies to which the

                                  page 9 of 18

Company may be entitled, including, without limitation, monetary damages,
without posting bond or furnishing security of any kind.

            (c) Restrictions Reasonable. Employee specifically and expressly
represents and warrants that (i) he has reviewed and agreed to the restrictive
covenants contained in this section 7 and their contemplated operation after
receiving the advice of counsel of his choosing; (ii) he believes, after
receiving such advice, that the restrictive covenants and their contemplated
operation are fair and reasonable; (iii) he will not seek or attempt to seek to
have the restrictive covenants declared invalid, and, after receiving the advice
of counsel, expressly waives any right to do so; and (iv) if the full breadth of
any restrictive covenant and/or its contemplated operation shall be held in any
fashion to be too broad, such covenant or its contemplated operation, as the
case may be, shall be interpreted in a manner as broadly in favor of the
beneficiary of such covenant as is legally permissible. Employee recognizes and
agrees that the restrictions on his activities contained in this section 7 are
required for the reasonable protection of the Company and its investments; and
that the restriction on his activities set forth in paragraph 7(a) will not
deprive the Employee of the ability to earn a livelihood.

            (d) Non-Disparagement. Employee covenants and agrees that, during
the one year period immediately following the termination of his employment with
the Company for any reason (including, without limitation, a termination of
employment by the Company without cause and a voluntary termination of
employment by the Employee, in either case whether during the term of this
Agreement, at the expiration of the term of this Agreement or at any time
thereafter), he will not make disparaging remarks about the Company, its
subsidiaries or affiliates or any of their officers, directors or employees,
unless required by law or reasonably necessary to assert or defend his position
in a bona fide dispute arising out of or relating to this Agreement or the
breach thereof.

            (e) Effect on Termination Payments. The Employee recognizes and
agrees that the Company shall not be obligated to make any payments provided for
in paragraph 5(a) above if the Employee violates the provisions of section 6 or
paragraph 7(a) or 7(d) above during the one year period immediately following
the termination for any reason of his employment with the Company. In addition,
the Employee recognizes and agrees that, if the Employee violates such
provisions, the Company may recoup any payments the Company may have theretofore
made pursuant to paragraph 5(a) above and any payments the Company may
thereafter make under paragraph 5(a). The foregoing provisions of this paragraph
7(e) shall be in addition to and not by way of limitation of any other rights
and remedies the Company may have in respect of the violation in question.

         8. Indemnification

         To the fullest extent permitted by applicable law, the Company shall
indemnify, defend and hold harmless the Employee from and against any and all
claims, demands, actions, causes of action, liabilities, losses, judgments,
fines, costs and expenses

                                  page 10 of 18

(including reasonable attorneys' fees and settlement expenses) arising from or
relating to his service or status as an officer, director, employee, agent or
representative of the Company or any subsidiary of the Company or in any other
capacity in which the Employee serves or has served at the request of, or for
the benefit of, the Company or its subsidiaries. The Company's obligations under
this section 8 shall be in addition to, and not in derogation of, any other
rights the Employee may have against the Company to indemnification or
advancement of expenses, whether by statute, contract or otherwise.

         9. Certain Additional Payments by the Company

            (a) Anything in this Agreement (other than the second sentence of
this paragraph 9(a)) to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Company to or for the benefit
of the Employee (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this section 9) (a "Payment"),
would be subject to the excise tax imposed by Section 4999 of the United States
Internal Revenue Code (the "Code") or any interest or penalties are incurred by
the Employee with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Employee shall be entitled to receive an additional
payment (an "Gross-Up Payment") in an amount such that after payment by the
Employee of all taxes and any benefits that result from the deductibility by the
Employee of such taxes (including, in each case, any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments. However, if
it shall be determined that none of the Payments would be subject to the Excise
Tax if the total Payments were reduced in the aggregate by $25,000 or less, then
in that event the total Payments shall be reduced by the smallest amount (in no
event to exceed $25,000 in the aggregate) necessary to ensure that none of the
Payments will be subject to the Excise Tax. The decision as to which Payments
shall be so reduced shall be made by the Employee.

            (b) Subject to the provisions of paragraph 9(a) above and 9(c)
below, all determinations required to be made under this section 9, including
whether and when a Gross-Up Payment is required and the amount of such Gross-Up
Payment and the assumptions to be utilized in arriving at such determination,
and whether Payments are to be reduced pursuant to the second sentence of
paragraph 9(a) above, shall be made by Deloitte & Touche or such other certified
public accounting firm as may be designated by the Employee (the "Accounting
Firm") which shall provide detailed supporting calculations both to the Company
and the Employee within 15 business days of the receipt of notice from the
Employee that there has been a Payment, or such earlier time as is requested by
the Company. In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting the "change in ownership
or effective control" or "change in the ownership of a substantial portion of
assets" (within the meaning of Code section 280G(b)(2)(A)) that gives rise to
the Excise

                                  page 11 of 18

Tax, the Employee shall appoint another nationally recognized accounting firm to
make the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this section 9, shall be paid by the Company to the
Employee within five days of the receipt of the Accounting Firm's determination.
Any determination by the Accounting Firm shall be binding upon the Company and
the Employee. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made (an "Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to paragraph 9(c) and the Employee thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment, along with any penalty and interest imposed with respect to such
Underpayment, shall be promptly paid by the Company to or for the benefit of the
Employee.

            (c) The Employee shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require either the
payment by the Company of the Gross-Up Payment or the reduction of Payments
pursuant to the second sentence of paragraph 9(a) above. Such notification shall
be given as soon as practicable but no later than ten business days after the
Employee is informed in writing of such claim and shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid. The Employee shall not pay such claim prior to the expiration of the
30-day period following the date on which it gives such notice to the Company
(or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Employee in writing
prior to the expiration of such period that it desires to contest such claim,
the Employee shall:

                (i) give the Company any information reasonably requested by the
Company relating to such claim,

                (ii) take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

                (iii) cooperate with the Company in good faith in order
effectively to contest such claim, and

                (iv) permit the Company to participate in any proceedings
relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Employee harmless, on an
after-tax basis, for any Excise

                                  page 12 of 18

Tax or income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and expenses.
Without limitation on the foregoing provisions of this paragraph 9(c), the
Company shall control all proceedings taken in connection with such contest and,
at its sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct the Employee to pay the
tax claimed and sue for a refund or contest the claim in any permissible manner,
and the Employee agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine, provided, however, that if the
Company directs the Employee to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to the Employee, on an interest-free
basis and shall indemnify and hold the Employee harmless, on an after-tax basis,
from any Excise Tax or income tax (including interest or penalties with respect
thereto) imposed with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Employee with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the
Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Employee shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

            (d) If, after the receipt by the Employee of an amount advanced by
the Company pursuant to paragraph 9(a) or 9(c), the Employee becomes entitled to
receive any refund with respect to such claim, the Employee shall (subject to
the Company's complying with the requirements of paragraph 9(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Employee of an amount advanced by the Company pursuant to paragraph 9(c), a
determination is made that the Employee shall not be entitled to any refund with
respect to such claim and the Company does not notify the Employee in writing of
its intent to contest such denial of refund prior to the expiration of 30 days
after such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.

         10. Certain Enforcement Matters

            (a) If, after a Change in Control or Potential Change in Control, a
dispute arises (i) with respect to this Agreement or the breach thereof, or (ii)
with respect to the Employee's or the Company's rights or obligations under this
Agreement, including but not limited to any such dispute between the Employee
and the Company, the Company shall pay or reimburse the Employee for all
reasonable costs and expenses (including court costs, arbitrators' fees and
reasonable attorneys' fees and disbursements) the Employee incurs in connection
with such dispute, including without limitation costs and expenses he incurs to
obtain payment or otherwise enforce his rights under this Agreement, or to
obtain payment of costs and expenses due under this paragraph 10(a).

                                  page 13 of 18

In addition, the Company shall pay the Employee such additional amount (a "Gross
Up") as will be sufficient, after the Employee pays his tax liability with
respect to the Gross Up from the Gross Up, to pay all of his federal, state and
local tax liability with respect to any costs and expenses that are paid by the
Company pursuant to this paragraph 10(a). The Company shall promptly pay or
reimburse the Employee for all such costs and expenses as he incurs them, upon
presentation of reasonable documentation of such costs and expenses, and shall
promptly pay the related Gross Up as and when it pays or reimburses costs and
expenses. The Employee shall not be obligated to repay any such costs, expenses
or Gross Up unless it is finally determined by the trier of fact in a
non-appealable judicial or arbitral decision or ruling (as applicable) that the
Employee's principal positions with respect to the principal matter(s) in
dispute were unreasonable and pursued in bad faith.

            (b) Any payments to which the Employee may be entitled under this
Agreement, including, without limitation, under section 5, 8, 9 or 10 hereof,
shall be made forthwith on the applicable date(s) for payment specified in this
Agreement. If for any reason the amount of any payment due to the Employee
cannot be finally determined on that date, such amount shall be estimated on a
good faith basis by the Company and the estimated amount shall be paid no later
than within 10 days after such date. As soon as practicable thereafter, the
final determination of the amount due shall be made and any adjustment requiring
a payment to or from the Employee shall be made as promptly as practicable.

            (c) Any controversy or claim arising, after a Change in Control or
Potential Change in Control, out of or related to this Agreement or the breach
thereof, shall be settled by binding arbitration in the City of New York, in
accordance with the employment dispute arbitration rules of the American
Arbitration Association then in effect, and the arbitrator's decision shall be
binding and final and judgment upon the award rendered may be entered in any
court having jurisdiction thereof, except that the Employee may elect to have
any such controversy or claim settled by judicial determination in lieu of
arbitration by bringing a court action, if he is the plaintiff or, if he is not
the plaintiff, demanding such judicial determination within the time to answer
any complaint in any arbitration action that may be commenced.

         11. Change in Control

            (a) The term "Change in Control" as used in this Agreement means a
change of control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
whether or not the Company is then subject to such reporting requirement;
provided that, whether or not any of the following events would constitute a
change of control of such a nature, a Change in Control shall be deemed to occur
for purposes of this Agreement if and when any of the following events occur:

                                  page 14 of 18

                (i) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than--

                    (A) the Company,
                    (B) a Subsidiary,
                    (C) a trustee or other fiduciary holding securities under an
                employee benefit plan of the Company or a Subsidiary, or
                    (D) an underwriter engaged in a distribution of Company
                stock to the public with the Company's written consent,

becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of Voting Securities that meet two tests: (I) they
represent more than thirty percent (30%) of the combined voting power of the
then outstanding Voting Securities, and (II) they also represent more than the
percentage of the combined voting power of the then outstanding Voting
Securities beneficially owned, directly or indirectly, at that time by Bernard
C. Sherman and his affiliates (as defined in Rule 12b-2 under the Exchange Act).
However, the second test stated in clause (II) above shall not apply if the
"person" in question is Bernard C. Sherman and/or his affiliates (as defined in
Rule 12b-2 under the Exchange Act). In addition, if the "person" in question is
an institutional investor whose investment in Voting Securities is purely
passive when such person becomes the beneficial owner of Voting Securities that
meet the tests set forth in clause (I) and, if applicable, (II) above, then such
event (i.e., such person's becoming the beneficial owner of such Voting
Securities) shall not be deemed to constitute a Change in Control under this
subparagraph 11(a)(i) for so long as (and only for so long as) such person's
investment in Voting Securities remains purely passive; or

                (ii) the stockholders of the Company approve a merger,
consolidation, recapitalization or reorganization of the Company or a
Subsidiary, reverse split of any class of Voting Securities, or an acquisition
of securities or assets by the Company or a Subsidiary, or consummation of any
such transaction if stockholder approval is not obtained, other than (A) any
such transaction in which the holders of outstanding Voting Securities
immediately prior to the transaction receive, with respect to such Voting
Securities (or, in the case of a transaction in which the Company is the
surviving corporation or a transaction involving a Subsidiary, retain), voting
securities of the surviving or transferee entity representing more than fifty
percent (50%) of the total voting power outstanding immediately after such
transaction, with the voting power of each such continuing holder relative to
other such continuing holders not substantially altered in the transaction, or
(B) any such transaction which would result in a Related Party beneficially
owning more than 50 percent of the voting securities of the surviving entity
outstanding immediately after such transaction; or

                (iii) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets other than any such
transaction which would result in a Related Party owning or acquiring more than
50 percent of the assets owned by the Company immediately prior to the
transaction; or

                                  page 15 of 18

                (iv) the persons who were members of the Board of Directors of
the Company immediately before a tender or exchange offer for shares of Common
Stock by any person other than the Company or a Related Party, or before a
merger or consolidation of the Company or a Subsidiary, or contested election of
the Board of Directors of the Company, or before any combination of such
transactions, cease to constitute a majority of the Board of Directors of the
Company as a result of such transaction or transactions.

            (b) For purposes of paragraph 11(a) above:

                (i) the term "Related Party" shall mean (A) a Subsidiary, (B) an
employee or group of employees of the Company or any Subsidiary, (C) a trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or any Subsidiary, or (D) a corporation or other form of business entity
owned directly or indirectly by the stockholders of the Company in substantially
the same proportion as their ownership of Voting Securities;

                (ii) the term "Subsidiary means a corporation or other form of
business association of which shares (or other ownership interests) having more
than 50% of the voting power are, or in the future become, owned or controlled,
directly or indirectly, by the Company; and

                (iii) the term "Voting Securities" shall mean any securities of
the Company which carry the right to vote generally in the election of
directors.

            (c) For purposes of this Agreement, a "Potential Change in Control"
means that (i) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change of Control; or (ii) the Board adopts
a resolution to the effect that, for purposes of this Agreement, a potential
change in control of the Company has occurred.

         12. Severability; Survival

            (a) In the event that any provision of this Agreement shall be
determined to be invalid or unenforceable for any reason, the remaining
provisions of this Agreement not so invalid or unenforceable shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law; and

            (b) Any provision of this Agreement which may for any reason be
invalid or unenforceable in any jurisdiction shall remain in effect and be
enforceable in any jurisdiction in which such provision shall be valid and
enforceable.

            (c) The provisions of sections 6, 7, 8, 9 and 10 of this Agreement,
and any other provision of this Agreement which is intended to apply, operate or
have effect after the expiration or termination of the term of this Agreement,
or at a time when the

                                  page 16 of 18

term of this Agreement may have expired or terminated, shall survive the
expiration or termination of the term of this Agreement for any reason.

         13. General Provisions

            (a) No right or interest to or in any payments to be made under this
Agreement shall be subject to anticipation, alienation, sale, assignment,
encumbrance, pledge, charge or hypothecation or to execution, attachment, levy
or similar process, or assignment by operation of law. All payments to be made
by the Company hereunder shall be subject to the withholding of such amounts as
the Company may determine it is required to withhold under the laws or
regulations of any governmental authority, whether foreign, federal, state or
local.

            (b) To the extent that the Employee acquires a right to receive
payments from the Company under this Agreement, such right shall be no greater
than the right of an unsecured general creditor of the Company. All payments to
be made hereunder shall be paid from the general funds of the Company and no
special or separate fund shall be established and no segregation of assets shall
be made to assure payment of any amount hereunder.

            (c) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to
the principles of conflicts of laws of that State.

            (d) This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and the Employee, his heirs, devisees,
distributees and legal representatives.

            (e) Any notice or other communication to the Company pursuant to any
provision of this Agreement shall be given in writing and will be deemed to have
been delivered:

                (i) when delivered in person to the Corporate Secretary or
General Counsel of the Company; or

                (ii) one week after it is deposited in the United States
certified or registered mail, postage prepaid, addressed to the Corporate
Secretary of the Company at 300 Corporate Drive, Building #10, Bradley Corporate
Park, Blauvelt, New York 10913 or at such other address of which the Company may
from time to time give the Employee written notice in accordance with paragraph
13(f) below.

            (f) Any notice or other communication to the Employee pursuant to
any provision of the Agreement shall be given in writing and will be deemed to
have been delivered:

                (i) when delivered to the Employee in person, or

                                  page 17 of 18

                (ii) one week after it is deposited in the United States
certified or registered mail, postage prepaid, addressed to the Employee at his
address as it appears on the records of the Company or at such other address of
which the Employee may from time to time give the Company written notice in
accordance with paragraph 13(e) above.

            (g) No provision of this Agreement may be amended, modified or
waived unless such amendment, modification or waiver shall be agreed to in a
writing signed by the Employee and an authorized officer of the Company.

            (h) This instrument contains the entire agreement of the parties
relating to the subject matter of this Agreement and supersedes and replaces all
prior agreements and understandings with respect to such subject matter, and the
parties have made no agreements, representations or warranties relating to the
subject matter of this Agreement which are not set forth herein.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                        BARR LABORATORIES, INC.


                                        By:_______________________
[SEAL]
Attest:


_______________________
Secretary                               __________________________
                                        Employee

                                  page 18 of 18

                                                                        APPENDIX

 EXAMPLES ILLUSTRATING INTENDED OPERATION OF EXTENSION PROVISIONS OF PARAGRAPH 2

Example 1:

                  Facts: Neither the Company nor the Employee gives the other
                  party written notice of non-extension before the date that is
                  six months before the third anniversary of the Commencement
                  Date.

                  Result: Effective as of the date that is six months before the
                  third anniversary of the Commencement Date, the term of the
                  Agreement is extended 12 months, so that it will expire on the
                  fourth anniversary of the Commencement Date unless further
                  extended in accordance with the provisions of Paragraph 2 of
                  the Agreement.

Example 2:

                  Facts: Either the Company or the Employee gives the other
                  party written notice of non-extension before the date that is
                  six months before the third anniversary of the Commencement
                  Date.

                  Result: The term of the Agreement is not extended, and expires
                  on the third anniversary of the Commencement Date.

Example 3:

                  Facts: Neither the Company nor the Employee gives the other
                  party written notice of non-extension before the date that is
                  six months before the fourth anniversary of the Commencement
                  Date.

                  Result: Effective as of the date that is six months before the
                  fourth anniversary of the Commencement Date, the term of the
                  Agreement as extended in accordance with Example 1 above is
                  further extended 12 months, so that it will expire on the
                  fifth anniversary of the Commencement Date unless further
                  extended in accordance with the provisions of Paragraph 2 of
                  the Agreement.

Example 4:

                  Facts: Either the Company or the Employee gives the other
                  party written notice of non-extension on or after the date
                  that is six months before the fourth anniversary of the
                  Commencement Date and before the date that is six months
                  before the fifth anniversary of the Commencement Date.

                                  page 19 of 18

                  Result: The term of the Agreement as extended is not further
                  extended, and expires on the fifth anniversary of the
                  Commencement Date.


                                  page 20 of 18