EXHIBIT 10.2 IVAX CORPORATION 1997 EXECUTIVE RETENTION PLAN SUPPLEMENT The following Supplement to the Corporation's 1997 Executive Retention Plan is applicable to the employee designated below and (i) sets forth the definitions of Benefit Period, Retention Period and Separation Pay under the Plan with respect to such employee, and (ii) supplements and amends the Plan with respect to such employee to the extent set forth below. Capitalized terms used but not defined in this Supplement have the meanings given to them in the Plan. This Supplement is not valid unless executed by the Corporation's President or Vice President, Human Resources. Eligible Participant Robert C. Strauss Position President and Chief Operating Officer Benefit Period Three years Retention Period Three years Separation Pay 3.00 times the higher of (i) the Eligible Participant's base annual salary at the time of termination, or (ii) the highest annual compensation in the form of base salary plus bonus paid to the Eligible Participant by the Corporation or a Subsidiary during any of the three calendar years preceding the date of termination. Section 4(a) of the Plan is amended in its entirety to read as follows with respect to the Eligible Participant identified above: (a) TRIGGER EVENT. Subject to Section 4(c), the Eligible Participant shall be entitled to receive applicable Separation Compensation if during the Retention Period a Change in Control occurs with respect to the Corporation and within one year following such Change in Control, (1) the Eligible Participant's employment is terminated by the Corporation, or (2) the Eligible Participant terminates his employment with the Corporation for any reason, provided that the Eligible Participant shall not be entitled to Separation Compensation under this clause (2) if he terminates his employment within 90 days after the Change in Control, and provided further, that the Eligible Participant shall not be entitled to Separation Compensation under this clause (2) unless he has provided the Corporation with at least 30 days written notice of termination. The following Section 14 is added to the Plan with respect to the Eligible Participant identified above: 14. ATTORNEYS FEES. The Corporation shall reimburse the Eligible Participant for all legal fees and expenses, if any, incurred by the Eligible Participant in connection with any contest or dispute arising under the Plan involving termination of the Eligible Participant's employment with the Corporation or involving the failure or refusal of the Corporation to perform fully in accordance with the term of the Plan if the Eligible Participant is the prevailing party in such contest or dispute. Authorized: /S/ EDWARD J. O'BRIEN Date: March 31, 1997 --------------------- Edward J. O'Brien Vice President, Human Resources IVAX Corporation