BAUSCH + LOMB CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2023 • Bausch & Lomb Corp • Ophthalmic goods • New Jersey
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of August 1, 2022 (the “Effective Date”), by and between Bausch + Lomb Corporation, a corporation incorporated under the laws of Canada (the “Company”), and Yehia Hashad, an individual (the “Executive”) (hereinafter collectively referred to as “the parties”). Where the context requires, references to the Company shall include the Company’s subsidiaries and affiliates.
BAUSCH + LOMB CORPORATION FORM OF STOCK OPTION GRANT AGREEMENT (NONSTATUTORY STOCK OPTION) (2022 Omnibus Incentive Plan)Stock Option Grant Agreement • May 3rd, 2023 • Bausch & Lomb Corp • Ophthalmic goods • Ontario
Bausch + Lomb Corporation (the “Company”), pursuant to Section 7(a) of the Company’s 2022 Omnibus Incentive Plan (the “Plan”), hereby grants to you an Option to purchase the number of Common Shares set forth below (the “Option” or the “Award”). This Award is subject to all of the terms and conditions as set forth herein (this “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in this Agreement but are not in the Plan shall not constitute a conflict and such terms in this Agreement shall control.
Bausch + Lomb Corporation Form of Restricted Share Unit Award Agreement (Restricted Share Units) (2022 Omnibus Incentive Plan)Restricted Share Unit Award Agreement • May 3rd, 2023 • Bausch & Lomb Corp • Ophthalmic goods • Ontario
Bausch + Lomb Corporation (the “Company”), pursuant to Section 7(c) of the Company’s 2022 Omnibus Incentive Plan (the “Plan”), hereby awards to you a Restricted Share Unit Award in the form of restricted share units (the “Restricted Share Units” or the “Award”), payable in common shares of the Company (“Common Shares”), covering the number of Common Shares set forth below. This Award is subject to all of the terms and conditions as set forth herein (this “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in this Agreement but are not in the Plan shall not constitute a conflict and such terms in this Agreement shall control.
Shares BAUSCH + LOMB CORPORATION COMMON SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2022 • Bausch & Lomb Corp • Ophthalmic goods • New York
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • New Jersey
This assignment, assumption and amendment agreement (the “Agreement”) is dated January 3, 2022 among Bausch Health Companies Inc., a corporation a corporation incorporated under the British Columbia Business Corporations Act (the “Assignor”), Bausch + Lomb Corporation, a company incorporated under the laws of Canada (the “Assignee”) and Joseph C. Papa (the “Executive”) (the “Parties”, and each a “Party”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial Information • November 13th, 2023 • Bausch & Lomb Corp • Ophthalmic goods
On June 30, 2023, a wholly owned subsidiary of Bausch + Lomb Corporation (the “Company,” “Bausch + Lomb” or “B+L”), Bausch + Lomb Ireland Limited (“Buyer”), entered into a Stock and Asset Purchase Agreement (as amended, modified or supplemented, the “Acquisition Agreement”) with Novartis Pharma AG and Novartis Finance Corporation (together with Novartis Pharma AG, “Novartis”) and, solely for purposes of guaranteeing certain obligations of Buyer under the Acquisition Agreement, Bausch + Lomb. On September 29, 2023, under the terms of the Acquisition Agreement, the Company, through its subsidiary, completed the acquisition of XIIDRA® (lifitegrast ophthalmic solution) and certain other ophthalmology assets and assumed certain liabilities from Novartis related to Novartis’s front-of-eye ophthalmology assets (collectively, the “Acquired Assets” or the “Acquisition”) for: (i) an up-front cash payment of $1,750 million, (ii) potential milestone payments of up to $475 million in cash payable u
Bausch + Lomb Corporation Share Unit Award Agreement (Performance Restricted Share Units) (2022 Omnibus Incentive Plan)Share Unit Award Agreement • May 3rd, 2023 • Bausch & Lomb Corp • Ophthalmic goods • Ontario
Bausch + Lomb Corporation (the “Company”), pursuant to Section 7(c) of the Company’s 2022 Omnibus Incentive Plan (the “Plan”), hereby awards to you a Share Unit Award in the form of performance restricted share units (“PSUs”) in the target amount set forth below that are convertible into Common Shares in accordance with the terms set forth herein (the “Award”). This Award is subject to all of the terms and conditions as set forth herein (the “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in the Agreement but are not in the Plan shall not constitute a conflict and such terms in the Agreement shall control.
AMENDED AND RESTATED SEPARATION AGREEMENTSeparation Agreement • February 22nd, 2023 • Bausch & Lomb Corp • Ophthalmic goods
This Amended and Restated Separation Agreement (the “Agreement”) is by and between Joseph C. Papa (the “Executive”) and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (the “Company”). The Company and the Executive are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
EMPLOYEE MATTERS AGREEMENT by and between BAUSCH HEALTH COMPANIES INC. and BAUSCH + LOMB CORPORATION Dated as of March 30, 2022Employee Matters Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods
This EMPLOYEE MATTERS AGREEMENT, dated as of March 30, 2022, is by and between BAUSCH HEALTH COMPANIES INC., a corporation incorporated under the British Columbia Business Corporations Act (“Parent”), and BAUSCH + LOMB CORPORATION, a company incorporated under the laws of Canada (the “Company” or “SpinCo”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. TAX MATTERS AGREEMENT between BAUSCH HEALTH...Tax Matters Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of March 30, 2022 between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), on behalf of itself and the members of the Parent Group, as defined below, and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo,” and together with Parent, the “Parties”), on behalf of itself and the members of the SpinCo Group, as defined below.
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. TRANSITION SERVICES AGREEMENT BY AND BETWEEN...Transition Services Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
AMENDMENT TO MASTER SEPARATION AGREEMENTMaster Separation Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods
This AMENDMENT NO. 1 TO MASTER SEPARATION AGREEMENT, dated as of April 28, 2022 (this “Amendment”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
REDACTED Certain identified information, indicated by [*****], has been omitted pursuant to Item 601(b)(10) because it is (i) not material and (ii) contains personal information. AMENDED AND RESTATED DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTDirector Appointment and Nomination Agreement • June 23rd, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This Amended and Restated Director Appointment and Nomination Agreement, dated as of June 21, 2022 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Bausch + Lomb Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. MASTER SEPARATION AGREEMENT BY AND BETWEEN BAUSCH...Master Separation Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This MASTER SEPARATION AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This REAL ESTATE MATTERS AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
AMENDMENT TO TAX MATTERS AGREEMENTTax Matters Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods
This AMENDMENT NO. 1 TO TAX MATTERS AGREEMENT, dated as of April 28, 2022 (this “Amendment”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. INTELLECTUAL PROPERTY MATTERS AGREEMENT BY AND...Intellectual Property Matters Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is made by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is made by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between Parent and SpinCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. ARRANGEMENT AGREEMENT BETWEEN BAUSCH HEALTH...Arrangement Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods • British Columbia
Loan Agreement between BAUSCH HEALTH COMPANIES INC. as Lender and BAUSCH + LOMB CORPORATION as BorrowerLoan Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • New York
Bausch + Lomb Corporation Share Unit Award Agreement (Restricted Share Units) (2022 Omnibus Incentive Plan)Share Unit Award Agreement • May 3rd, 2023 • Bausch & Lomb Corp • Ophthalmic goods • Ontario
Bausch + Lomb Corporation (the “Company”), pursuant to Section 7(c) of the Company’s 2022 Omnibus Incentive Plan (the “Plan”), hereby awards to you a Restricted Share Unit Award in the form of restricted share units (the “RSUs” or the “Award”), payable in common shares of the Company (“Common Shares”), covering the number of Common Shares set forth below. This Award is subject to all of the terms and conditions as set forth herein (the “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in the Agreement but are not in the Plan shall not constitute a conflict and such terms in the Agreement shall control.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • February 21st, 2024 • Bausch & Lomb Corp • Ophthalmic goods • New Jersey
This TRANSITION AND SEPARATION AGREEMENT, dated as of November 6, 2023 (this “Agreement”), is entered into by and between Joseph F. Gordon (“Executive”) and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (the “Company”). The Company and Executive are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
BAUSCH + LOMB CORPORATION EMPLOYMENT AGREEMENTLomb Corporation Employment Agreement • February 22nd, 2023 • Bausch & Lomb Corp • Ophthalmic goods • New Jersey
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of February 14, 2023 (the “Effective Date”), by and between Bausch + Lomb Corporation, a corporation incorporated under the laws of Canada (the “Company”), and Brenton L. Saunders, an individual (“Executive”) (hereinafter collectively referred to as “the parties”). Where the context requires, including, without limitation, in respect of Executive’s employer, references to the Company shall include the Company’s subsidiaries and affiliates.
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. DIRECTOR APPOINTMENT AND NOMINATION AGREEMENTAppointment and Nomination Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This Director Appointment and Nomination Agreement, dated as of April 28, 2022 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and each individually a “member” of the Icahn Group) and Bausch + Lomb Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • New Jersey
This assignment, assumption and amendment agreement (the “Agreement”) is dated January 3, 2022 among Bausch Health Companies Inc., a corporation a corporation incorporated under the British Columbia Business Corporations Act (the “Assignor”), Bausch + Lomb Corporation, a company incorporated under the laws of Canada (the “Assignee”) and Christina Ackermann (the “Executive”) (the “Parties”, and each a “Party”).
SEPARATION AGREEMENTSeparation Agreement • November 1st, 2023 • Bausch & Lomb Corp • Ophthalmic goods • New Jersey
This SEPARATION AGREEMENT, dated as of August 25, 2023 (this “Agreement”), is entered into by and between Christina M. Ackermann (“Executive”) and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (the “Company”). The Company and Executive are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
BAUSCH + LOMB CORPORATION FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT (RESTRICTED SHARE UNITS – FOUNDER GRANT) (2022 Omnibus Incentive Plan)Bausch & Lomb Corp • March 31st, 2022 • Ophthalmic goods • Ontario
Bausch + Lomb Corporation (the “Company”), pursuant to Section 7(c)(v) of the Company’s 2022 Omnibus Incentive Plan (the “Plan”), hereby awards to you a Restricted Share Unit Award in the form of restricted share units (the “Restricted Share Units” or the “Award”), payable in common shares of the Company (“Common Shares”), covering the number of Common Shares set forth below. This Award is subject to all of the terms and conditions as set forth herein (the “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in the Agreement but are not in the Plan shall not constitute a conflict and such terms in the Agreement shall control.
INSTRUMENT OF GRANT—DIRECTOR RESTRICTED SHARE UNITS (ANNUAL GRANTS)Bausch & Lomb Corp • March 31st, 2022 • Ophthalmic goods
Bausch + Lomb Corporation (the “Company”) hereby grants to the Unitholder named above (the “Unitholder”), the number of restricted share units (the “Units”) of the Company set forth above, in accordance with and subject to the terms, conditions and restrictions of this Unit Agreement, together with the provisions of the Company’s 2022 Omnibus Incentive Plan (the “Plan”).
Bausch + Lomb Corporation Form of Share Unit Grant Agreement (Performance Vesting) (Performance Restricted Share Units) (2022 Omnibus Incentive Plan)Bausch & Lomb Corp • May 3rd, 2023 • Ophthalmic goods • Ontario
Bausch + Lomb Corporation (the “Company”), pursuant to Section 7(c) of the Company’s 2022 Omnibus Incentive Plan, as amended and restated from time to time (the “Plan”), hereby awards to you Performance Restricted Share Units (“Share Units”) in the amount set forth below, payable in Common Shares in accordance with the terms set forth herein (the “Award”). This Award is subject to all of the terms and conditions as set forth herein (this “Agreement”) and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in this Agreement but not in the Plan shall not constitute a conflict and such terms in this Agreement shall control.
BAUSCH HEALTH COMPANIES INC.Bausch & Lomb Corp • April 28th, 2022 • Ophthalmic goods • Delaware
Reference is made to (i) Master Separation Agreement, dated as of March 30, 2022 (as it may be modified in accordance with its terms, the “B+L MSA”), by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“BHC”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“B+L”), and (ii) the draft form of Master Separation Agreement (as it may be modified, the “Solta MSA”), by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“BHC”), and Solta Medical Corporation, a corporation incorporated under the British Columbia Business Corporation Act (“Solta”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 2nd, 2023 • Bausch & Lomb Corp • Ophthalmic goods
This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of June 9, 2023 by and between Bausch + Lomb Corporation, a company incorporated under the laws of Canada (the “Company”), and Joseph F. Gordon, an individual (“Executive”).
STOCK AND ASSET PURCHASE AGREEMENT by and among Novartis Pharma AG, Novartis Finance Corporation, Bausch + Lomb Ireland Limited and Bausch + Lomb Corporation, solely for the purposes of Article 1 and Section 10.17 Dated as of June 30, 2023Stock and Asset Purchase Agreement • July 7th, 2023 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This Stock and Asset Purchase Agreement (this “Agreement”) is made and executed as of June 30, 2023, by and among Novartis Pharma AG, a company incorporated under the laws of Switzerland (“Swiss Seller”), Novartis Finance Corporation, a New York corporation (“US Seller” and, collectively with Swiss Seller, “Seller”), Bausch + Lomb Ireland Limited, a company organized under the laws of the Republic of Ireland (“Buyer”), and, solely for the purposes of Article 1 and Section 10.17, Bausch + Lomb Corporation, a Canadian corporation (“Parent”). Seller, Buyer and, solely with respect to Article 1 and Section 10.17, Parent, are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INSTRUMENT OF GRANT—DIRECTOR RESTRICTED SHARE UNITS (ELECTIVE GRANTS)Bausch & Lomb Corp • March 31st, 2022 • Ophthalmic goods
Bausch + Lomb Corporation (the “Company”) hereby grants to the Unitholder named above (the “Unitholder”), the number of restricted share units (the “Units”) of the Company set forth above, in accordance with and subject to the terms, conditions and restrictions of this Unit Agreement, together with the provisions of the Company’s 2022 Omnibus Incentive Plan (the “Plan”).
INDEMNITY AGREEMENTIndemnity Agreement • January 13th, 2022 • Bausch & Lomb Corp • Ophthalmic goods • British Columbia
THEREFORE, in consideration of the foregoing and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree with each other as follows:
