WATSON PHARMACEUTICALS, INC.



                             KEY EMPLOYEE AGREEMENT



     This Key Employee Agreement ("Agreement") is entered into as of May 1, 2002

(the "Effective Date"), by and between Don Britt ("Executive") and Watson

Pharmaceuticals, Inc. (the "Company"), a Nevada corporation.



     WHEREAS, the Company and the Executive are parties to that certain Watson

Pharmaceuticals, Inc. Key Employee Agreement dated August 28, 2000, as amended

by that certain Amendment No. 1 to Watson Pharmaceuticals, Inc. Key Employee

Agreement dated November 15, 2000 (collectively the "Original Agreement"); and



     WHEREAS, the Company and Executive wish to amend and restate the Original

Agreement in accordance with the terms of this Agreement; and



     WHEREAS, the Company desires to employ Executive to provide personal

services to the Company, and wishes to provide Executive with certain

compensation and benefits in return for his services; and



     WHEREAS, Executive wishes to be employed by the Company and provide

personal services to the Company in return for certain compensation and

benefits, including the benefits provided under this Agreement;



     NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein, it is hereby agreed by and between the parties hereto as

follows:



     1.   EMPLOYMENT BY THE COMPANY. Company and Executive agree that upon

execution of this Agreement the Original Agreement shall be amended and restated

as set forth herein, effective as of the date hereof. Subject to terms set forth

herein, the Company agrees to employ Executive in the position of Senior Vice

President, Quality Assurance, or such other title selected by Company, and

Executive hereby accepts employment effective as of the Effective Date. In this

position, Executive shall perform such duties as are assigned from time to time

by the Chief Executive Officer ("CEO") of the Company or such other officer of

the Company or one of its subsidiaries that the CEO in his discretion may from

time to time designate (the "Designated Officer," who shall be a Senior Vice

President or higher level officer of the Company or one of its subsidiaries with

oversight responsibility for the Company's Quality organization, or an officer

of any successor to the Company by merger or other acquisition with oversight

responsibility of the Quality organization). Among other things, Executive will

be assigned duties within the Company's Quality organization, including quality

assurance, quality operations (including training and compliance with current

good manufacturing practices) quality investigations, and the Company's Quality

Improvement Plan, for all Company sites. During his employment with the Company,

Executive will devote his best efforts and substantially all of his business

time and attention (except for vacation periods as set forth herein and

reasonable periods of illness or other incapacity permitted by the Company's

general employment policies) to the business of the Company and the fulfillment

of his duties hereunder.







                                       1



{PAGE}



Executive shall abide by the general employment policies and procedures of the

Company, except that wherever the terms of this Agreement may differ from or are

in conflict with the Company's general employment policies or procedures, this

Agreement shall control.



     2.   COMPENSATION.



          2.1  Salary. For services to be rendered hereunder, Executive shall

receive a base salary as set forth in Section 1 of the Compensation and

Severance Terms Schedule, attached hereto as Exhibit A. Executive will be

considered annually for increases in base salary in accordance with Company

policy and subject to review and approval by the CEO and/or the Designated

Officer, as appropriate.



          2.2  Bonus. Executive's eligibility to participate in any Company

bonus plan or program shall be at the sole discretion of the CEO. The amount of

Executive's bonus may be determined in part based on Executive's performance

with respect to certain goals established by the Company and attainment by the

Company of its planned financial objectives for the bonus period.

Notwithstanding the foregoing, no bonus is guaranteed to Executive. Any bonus is

subject to the approval of the CEO and/or the Designated Officer, as

appropriate. The Company retains the authority to review, grant, deny or revise

any bonus in its sole discretion. To be eligible to receive a bonus, Executive

must remain in employment with the Company as set forth in the applicable bonus

plan. The target level of such bonus is set forth in Section 2 of Exhibit A

attached hereto.



          2.3  Stock Options. Company has granted stock options to Executive

prior to the Effective Date. Subject to approval of the Board of Directors (the

"Board") of the Company or the Compensation Committee of the Board, as

appropriate, Executive may receive additional grants of stock options as may

from time to time be granted, pursuant to the terms and conditions set forth in

the applicable stock option agreement and plan documents, copies of which will

be made available upon Executive's request. For the purposes of this Agreement,

all stock options granted to Executive by the Company prior to the Effective

Date, or granted in the future shall be referred to hereinafter as the

"Options."



          2.4  Paid Time Off. Executive shall be eligible to accrue paid time

off ("PTO") during the term of this Agreement, in accordance with the Company's

standard policy regarding PTO and in an amount commensurate with other employees

at a level similar to that of the Executive.



          2.5  Standard Company Benefits. Executive shall be entitled to all

rights and benefits for which he is eligible under the terms and conditions of

the standard Company benefits plans (e.g., health and disability insurance,

401(k) retirement plan, etc.) and other benefits and incentives which may be in

effect from time to time and provided by the Company to employees at levels

similar to the Executive. For purposes of clarification, Executive shall have no

right to participate in benefit plans such as bonus or stock option plans at

levels of participation provided to employees at levels similar to the

Executive.







                                       2



{PAGE}



     3.   PROPRIETARY INFORMATION AND INVENTIONS.



          Executive agrees to execute and abide by the Employee Proprietary

Information and Inventions Agreement attached hereto as Exhibit C and made a

part hereof by this reference.



     4.   OUTSIDE ACTIVITIES.



          4.1  Activities. Except with the prior written consent of the CEO or

the Board, as appropriate, Executive will not during his employment with the

Company undertake or engage in any other employment, occupation or business

enterprise, other than ones in which Executive is a passive investor. Executive

may engage in civic and not-for-profit activities so long as such activities do

not materially interfere with the performance of his duties hereunder. Executive

will not during his employment with the Company publicly or privately disparage

the Company or any of its subsidiaries, or their respective past or present

products, officers, directors, employees or agents.



          4.2  Investments and Interests. During his employment by the Company,

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC