payments or benefits that are to be paid the furthest in time from the date of such determination, unless, to the extent permitted by Section 409A of the Code, the Executive elects to have
the reduction in payments applied in a different order; provided that, in no event may such payments be reduced in a manner that would result in subjecting the Executive to additional taxation under Section 409A of the Code.
(c) As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time
of a determination hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the Executives benefit pursuant to this Agreement or under any other plan, program, arrangement, agreement or policy with or
maintained by any of the Affiliated Companies which should not have been so paid or distributed (each, an Overpayment) or that additional amounts which will have not been paid or distributed by the Company to or for the
Executives benefit pursuant to this Agreement or under any other plan, program, arrangement, agreement or policy with or maintained by any of the Affiliated Companies could have been so paid or distributed (each, an
Underpayment), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accountant, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or
the Executive which the Accountant believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the Executives benefit shall be repaid by the
Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not
either reduce the amount on which the Executive is subject to tax under Sections 1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accountant, based on controlling precedent or substantial authority, determines that an
Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the Executives benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.
3. Employee Covenants. For the avoidance of doubt, you shall remain bound by the confidentiality, non-solicitation, non-competition and any other restrictive covenants to which you are subject pursuant to the Transition and Succession Agreement, the Executive Employment
Agreement between you and Mylan Inc., dated as of February 25, 2019, and the Agreement Relating to Patents, Copyrights, Inventions, Confidentiality and Proprietary Information between you and Mylan Inc. and any and all amendments
and supplements thereto, and any other plans or agreements of or between you and the Company or any of its affiliates.
4. Withholding; Not an Employment Agreement. Please note that the Retention Bonus will not be taken into
consideration for any purpose under any pay-based benefit, compensation or severance plan or program maintained by the Company. Nothing herein shall constitute an employment contract or employment agreement or
a guarantee of continued employment. All payments hereunder are subject to withholdings and deductions as required by applicable law. You are solely liable for all taxes, including federal, state, local or foreign income, employment and social
security taxes, and tax penalties that may arise in connection with this letter agreement (including any taxes arising under Section 409A