Amneal Pharmaceuticals LLC 2019 Severance Plan

A “Participant” in this Plan means any individual employed in the United States and paid on the United States payroll by the Company or any of its U.S. subsidiaries (the “Company Group”), but shall not include any Excluded Employees.

A “Qualifying Termination” means a Mandatory Relocation or Participant’s termination of employment by a member of the Company Group (or a successor entity) without Cause due to (i) a reduction-in-force, (ii) a layoff, (iii) the elimination of a Participant’s role; (iv) the reorganization of the Company Group, or a business unit, division, or department of the Company Group; (v) a change in business plan or structure, that results in the Participant’s separation from employment; or (vi) any other reason as determined by the Company in its sole discretion on an individualized basis.

“Cause” means (i) any failure or neglect by the Participant to perform his or her duties or responsibilities to the Company Group , (ii) any act of fraud, embezzlement, theft, misappropriation, or material dishonesty by the Participant relating to the Company Group or its business or assets, (iii) the Participant’s commission of a felony or other crime involving moral turpitude, (iv) any gross negligence or intentional misconduct on the part of the Participant in the conduct of his or her duties and responsibilities or services, as applicable, with the Company Group or its affiliates or which adversely affects the image, reputation or business of the Company Group or its affiliates, or (v) any material breach by the Participant of any written agreement between the Company Group and the Participant or any written policy applicable generally to employees of the Company Group.

A “Mandatory Relocation” means the mandatory relocation of the Participant’s primary workplace to a location that is more than fifty (50) miles from the Participant’s prior primary workplace, provided that within 60 days after written notice by the Company of the proposed relocation, the Participant refuses, in writing, to accept the relocation, and the Company has 30 days to revoke the mandatory relocation, and the Participant terminates employment with the Company Group within 30 days after the expiration of the 30 day cure period.

“Change in Control Termination” means a Qualifying Termination that occurs during a Change in Control Protection Period.

“Change in Control” shall be deemed to occur upon any of the following events, provided that such an event is a change in control of Amneal Pharmaceuticals, Inc., the parent of Company, or the Company, that meets the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation within the meaning of Treasury Regulation Section 1.409A-3(i)(5):

any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Amneal Pharmaceuticals, Inc., any trustee or other fiduciary holding securities under any employee benefit plan of Amneal Pharmaceuticals, Inc. or the Company, or any company owned, directly or indirectly, by the stockholders of Amneal Pharmaceuticals, Inc. in substantially the same proportions as their ownership of the common stock), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Amneal Pharmaceuticals, Inc. representing more than 50% of the combined voting power of Amneal Pharmaceuticals, Inc.’s then outstanding securities;

during any period of 12 consecutive months the individuals who constitute the Incumbent Board (as defined below) cease for any reason to constitute at least a majority of the Board (as defined below). The “Board” shall mean, at any given time, the Board of Directors of Amneal Pharmaceuticals, Inc. The “Incumbent Board” shall mean the Board at the beginning of any 12-month period and any new director whose appointment or election to the Board is approved by a vote of at least two-thirds of the directors then in office who either were directors at the beginning of the 12-month period or whose election or appointment to the Board was previously so approved; provided, however, that “Incumbent Board” shall not include any such individual whose election or appointment to the Board during the 12-month period occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

a merger or consolidation of Amneal Pharmaceuticals, Inc. or the Company with any other corporation or other entity, other than a merger or consolidation that would result in the voting securities of Amneal Pharmaceuticals, Inc. or the Company outstanding immediately prior thereto (and held by persons that are not affiliates of the acquirer) continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Amneal Pharmaceuticals, Inc. or the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of Amneal Pharmaceuticals, Inc. or the Company (or similar transaction) in which no person (other than those covered by the exceptions in clause (i) above) acquires more than 50% of the combined voting power of the then-outstanding voting securities of Amneal Pharmaceuticals, Inc. or the Company shall not constitute a Change of Control; or

the consummation of a sale or other disposition by Amneal Pharmaceuticals, Inc. or the Company of all or substantially all of Amneal Pharmaceuticals, Inc.’s or the Company’s assets, including a liquidation, other than the sale or other disposition of all or substantially all of the assets of Amneal Pharmaceuticals, Inc. or the Company to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of Amneal Pharmaceuticals, Inc. or Company immediately prior to the time of the sale or other disposition.

“Change in Control Protection Period” means 12 month period following the occurrence of a Change of Control.

An otherwise eligible Participant shall not receive severance benefits under this Plan unless the Participant timely executes and does not revoke (if applicable) such documents, including a general waiver and release of claims, within sixty (60) days, as the Company Group may deem necessary or appropriate in connection with the payment of such severance benefits and remains employed by the Company in good standing (as determined in the sole discretion of the Plan Administrator) until the Participant’s scheduled date of termination.

A Participant who is eligible to participate in another plan, program or policy maintained or offered by a member of the Company Group (or a successor entity) which provides severance benefits, shall receive the best total package of severance benefits provided in this Plan, or another program or arrangement. For any Participant who is party to a written employment agreement or employment offer letter that provides severance benefits (an “Employment Agreement”), the severance provisions of such Employment Agreement shall apply, and no benefits shall be payable under this Plan, unless severance benefits provided in this Plan exceed the amount provided for in the Employment Agreement; in that case, the difference between severance benefits payable under this Plan and payable under the Employment Agreement shall be payable to the Participant in addition to the payments provided by the Employment Agreement. For purposes of clarity, in no event shall benefits under this Plan be duplicative with benefits provided under an Employment Agreement, or another severance plan, program or policy.

“Base Pay” means the following:

with respect to a salaried Participant, the regular weekly rate of salary payable to such Participant in effect immediately prior to his or her date of termination; and

with respect to an hourly Participant, an amount equal to (A) such Participant’s straight time hourly wage rate, including shift differentials, if any, as in effect immediately preceding his or her date of termination, exclusive of overtime, multiplied by (B) the number of such Participant’s standard hours per week.

Qualifying Termination

Participants are eligible for different amounts of cash severance payments based on their position level at the time of their termination and length of Continuous Service, pursuant to Appendix A.

“Continuous Service” means the Participant’s continuous employment from the date of the Participant’s most recent commencement of employment with the Company Group (excluding the Participant’s previous employment with a company acquired by the Company Group in an asset sale) until his or her date of employment termination.

Change in Control Severance

Participants who incur a Change in Control Termination are eligible for enhanced Change-in-Control severance benefits if they are employed in a Director-level position or above at the time of their termination of employment, pursuant to Appendix A. Change in Control Termination cash severance pay will be determined solely based on Participant’s position level at the time of his or her termination of employment.

The amount of cash severance benefits, if any, will be reduced by the Participant’s outstanding loan and cash advance amounts outstanding at the time of his or her termination, to the extent permitted by applicable law.

The amount of cash severance benefits will be paid in a single lump sum within 60 days following a Participant’s date of termination, provided that the Participant timely executes and does not revoke the separation agreement and release as set forth in Section A.6 of this Plan.

Notwithstanding the date of payment of cash severance benefits, a Participant’s last date of coverage under the Company Group’s medical, dental, and/or vision benefit plans shall be determined in accordance with the applicable benefit plan documents. Notification to the Participant of the Participant’s rights to coverage under COBRA shall be provided to Participant as required by law.

“Target Incentive” means a Participant’s yearly target level cash incentive under the Company’s AIP or SIP, or quarterly target level cash incentive under the Company’s FSIP (or such successor plan), for the avoidance of doubt determined without regard to any reduction in the Participant’s salary or target level.

Incentive Payable in Connection with a Qualifying Termination under the AIP and SIP

In the event of a Qualifying Termination, the Participant will receive a prorated portion of his or her Target Incentive (the “Prorated AIP or SIP Award”) for the fiscal year in which the Participant’s termination of employment occurs. The Prorated AIP or SIP Awards will be determined by multiplying the Participant’s Target Incentive by the proportion of days the Participant actually worked during the fiscal year in which the termination of employment occurs.

Incentives Payable in Connection with a Qualifying Termination under the FSIP

In the event of a Qualifying Termination, the Participant will receive a prorated portion of his or her Target Incentive (the “Prorated FSIP Award”) for the quarter in which the Participant’s termination of employment occurs.

Employees eligible for a FSIP Award remain eligible to receive all incentive compensation or payment under any special incentive programs (defined as points, kickers, or contests) earned in the quarter prior to and in the quarter in which the Participant’s termination of employment occurs, payable in the ordinary course and pursuant to Plan provisions.

Incentives Payable in Connection with Change-in-Control Termination

In the event of a Change-in-Control Termination, a Participant with a position level of Director, Senior Director, or Vice President (“VP”) at the time of his or her termination of employment will receive the benefits set forth in Sections B.2.b and B.2.c above, as applicable, for the applicable period (annual or quarterly) in which the Participant’s termination of employment occurs.

In the event of a Change-in-Control Termination, (i) a Participant with a position level of SVP with a job title that does not regularly report to the CEO, except on an interim basis at the time of his or her termination of employment, will receive 1.5 times his or her Target Incentive, and (ii) a Participant with a position level of SVP who regularly and permanently reports to the Company’s CEO and does so at the time of his or her termination of employment and a Participant with a position level of EVP will receive 2 times his or her Target Incentive, pursuant to Appendix A. For avoidance of doubt, if a Participant reports to the CEO only due to a vacancy in the position to which he or she regularly reports, and his or her position does not regularly and permanently report to the CEO, regardless of the amount of time reporting directly to the CEO. The Plan Administrator will determine, in his or her sole discretion, which positions are eligible for 1.5 versus 2 times Target Incentives.

Incentive benefits will be paid in a single lump sum within 60 days following a Participant’s date of termination, except as required to be paid earlier under applicable law, provided that the Participant timely executes and does not revoke the separation agreement and release as set forth in Section A.6 of this Plan, except as incentives are required to be paid by applicable law without regard to a release.

The Company Group will fully pay the premium cost (including applicable COBRA administrative fees) for continued group medical, dental, and/or vision coverage during the COBRA Period for the Participant and the Participant’s legal dependents who are participating in such coverages as of a Participant’s termination of employment, provided, in any case, that such Participant properly elects continuation coverage under the Company Group medical, dental, and/or vision plans under Section 4980B of the Code, and the regulations promulgated thereunder (“COBRA”). Thereafter, the Participant may continue his or her COBRA benefits at the Participant’s own expense, subject to the Participant’s continued eligibility for COBRA continuation coverage.

The “COBRA Period” means, with respect to a Participant, a period beginning on the date of the Participant’s Qualifying Termination (or, if later, date of loss of eligibility under the terms of the Company Group health plan), and continuing until the earliest to occur of (i) the end of the calendar month in which the COBRA Severance Period ends, (ii) the expiration of the Participant’s (or his or her legal dependent’s, as applicable) eligibility for benefits under COBRA, and (iii) such time as the Participant becomes eligible to receive medical benefits under a “group health plan” (within the meaning of COBRA) maintained by a subsequent employer of the Participant (provided that the Participant is eligible to continue his/her COBRA coverages by paying the full cost of the applicable COBRA premiums after eligibility for such other group health plan until such COBRA coverage is otherwise terminated).

The “COBRA Severance Period” means the period expressed as a number of weeks for which the fully paid COBRA severance is determined pursuant to Appendix A.

Neither this Plan nor any action taken with respect to it shall confer upon any person the right to continue in the employ of the Company Group, nor are any contractual obligations created.

Any entity in the Company Group may cause such amounts to be withheld from payment under this Plan as it determines necessary to fulfill any federal, state, or local wage or compensation withholding requirements and any applicable withholdings required by law.

Benefits under this Plan may not be assigned.

Although the Company makes no guarantee with respect to the tax treatment of benefits provided under this Plan and shall not be responsible in any event with regard to non-compliance with Code Section 409A and all Treasury Regulations and guidance promulgated thereunder (“Code Section 409A”), to the fullest extent applicable, severance benefits payable under the Plan are intended to be exempt from the definition of “nonqualified deferred compensation” under Code Section 409A in accordance with one or more of the exemptions available under Code Section 409A, including the short-term deferral exception in Treas. Reg. §1.409A-1(b)(4) and the separation pay exception in Treas. Reg. §1.409A-1(b)(9)(iii). To the extent that any benefit payable or provided under this Plan is or becomes subject to Code Section 409A, the Plan shall be interpreted and administered to the maximum extent possible to comply with Code Section 409A. For purposes of any provision of this Plan providing for the payment of any amount or benefit upon or following a termination of employment that constitutes “nonqualified deferred compensation” under Code Section 409A, a termination of employment shall not be deemed to have occurred unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

Notwithstanding anything herein to the contrary, to the extent that any payments or benefits pursuant to this Plan constitute “nonqualified deferred compensation” under Code Section 409A, and are not exempt in accordance with one or more of the exemptions available under Code Section 409A, including the short-term deferral exception in Treas. Reg. §1.409A-1(b)(4) and the separation pay exception in Treas. Reg. §1.409A-1(b)(9)(iii), if at the time of Participant’s termination of employment with the Company, the Participant is a “specified employee” as defined in Code Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder, (without any reduction in such payments or benefits ultimately paid or provided to Participant) until the first business day to occur following the date that is six (6) months following Participant’s separation from service with the Company (or the earliest date as is permitted under Code Section 409A).

In the event of a Change in Control, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) expressly to assume and agree to perform this Plan in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place. In the event that another severance plan is sponsored by an entity joined with the Company due to a corporate transaction, employees of the Company Group immediately prior to the closing shall continue to participate in this Plan, and not any other severance plan.

Plan Administrator

Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan, including a copy of the latest annual report (Form 5500 Series), if any, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form 5500 Series), if any, and an updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual financial report (if any). The Plan Administrator is required by law to furnish each participant with a copy of any summary annual report.