8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 13, 2009

Date of Report (Date of earliest event reported)

WATSON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State of Incorporation)	001-13305 (Commission File Number)	95-3872914 (IRS Employer
		Identification Number)

311 Bonnie Circle
Corona, California, 92880
(Address of principal executive offices) (Zip Code)

(951) 493-5300
(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On August 13, 2009, Watson Pharmaceuticals Inc. (the “Company”) entered into a second amendment (the “Amendment”) to its employment agreement with Thomas R. Russillo, the Company’s Executive Vice President and President, Generic Division. The Amendment extends Mr. Russillo’s employment agreement for an additional year to December 31, 2010. The Amendment also provides that Mr. Russillo will receive a lump sum severance payment, subject to standard withholdings or deductions, in an amount equal to either (i) if Mr. Russillo’s employment is terminated during 2009, 12 months base salary, plus Mr. Russillo’s target bonus for 2009, plus Mr. Russillo’s pro-rated bonus for 2009; or (ii) if Mr. Russillo’s employment is terminated during 2010, Mr. Russillo’s base salary for the remainder of 2010, plus Mr. Russillo’s target bonus for 2010. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     d. Exhibits

Exhibit No.	Description
10.1	Second Amendment to Key Employee Agreement between Watson Pharmaceuticals, Inc. and Thomas R. Russillo, dated as of August 13, 2009

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 17, 2009	By:	/s/ David A. Buchen
		David A. Buchen
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Second Amendment to Key Employee Agreement between Watson Pharmaceuticals, Inc. and Thomas R. Russillo, dated as of August 13, 2009

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO
KEY EMPLOYEE AGREEMENT

               This Second Amendment, effective as of August 13, 2009 (“Effective Date”), is entered into by and between Watson Pharmaceuticals, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Thomas R. Russillo (the “Executive”). This Second Amendment amends that certain Key Employee Agreement entered into by and between the Company and Executive dated effective as of September 5, 2006, as amended from time to time (the “Agreement”). This Second Amendment to the Agreement, together with the Agreement, constitutes the entire Agreement as amended through the Effective Date.

1.	Term of the Agreement. The first sentence of Section 1 of the Agreement is hereby amended by replacing “2009” with “2010.”
2.	Severance Benefits Upon a Termination Without Cause. Section 4.1(a) of Exhibit A is hereby deleted in its entirety and replaced with the following language:

“(a) A lump sum severance payment, subject to standard withholdings or deductions, in an amount equal to either (i) if Executive’s employment is terminated during 2009, twelve (12) months base salary, plus Executive’s target bonus for 2009, plus Executive’s pro-rated bonus for 2009; or (ii) if Executive’s employment is terminated during 2010, Executive’s base salary for the remainder of 2010, plus Executive’s target bonus for 2010.”

3. No Other Changes. Except as provided in this Second Amendment, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer and the Executive has executed this Amendment as of the Effective Date.

WATSON PHARMACEUTICALS, INC.		EXECUTIVE
By:	/s/ David A. Buchen	/s/ Thomas R. Russillo
		Thomas	R. Russillo
Its:	Senior Vice President, General Counsel and Secretary
Date:	August 13, 2009	Date:	August 13, 2009