SEPARATION AGREEMENT
Exhibit 10.1
SEPARATION AGREEMENT dated the 12th day of December, 2010, between VALEANT PHARMACEUTICALS
INTERNATIONAL, INC. (the “Corporation”) and XXXXXXX X. XXXXX (“Xx. Xxxxx”).
WHEREAS Xx. Xxxxx is serving as Non-Executive Chairman of the Corporation, pursuant to an
Agreement entered into on June 20, 2010 (the “2010 Agreement”) and is a director of the
Corporation;
WHEREAS Xx. Xxxxx has ceased serving as President and Chairman of Biovail Laboratories
International SRL (“BLS”) and, in connection with such resignation entered into a Separation
Agreement with the Corporation and BLS, effective as of the date hereof (the “BLS Separation
Agreement”);
WHEREAS Xx. Xxxxx has determined to resign his position as Non-Executive Chairman and as a
director of the Corporation to pursue other interests;
WHEREAS the Corporation and Xx. Xxxxx desire to enter into this Separation Agreement (this
“Agreement”) to set forth the parties’ agreement as to Xx. Xxxxx’ entitlements and continuing
obligations as a consequence of his termination of service to the Corporation; and
WHEREAS concurrently with the execution of this Agreement, Xx. Xxxxx will be executing a
resignation letter, resigning from his positions as Non-Executive Chairman and as a director of the
Corporation.
NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency whereof is hereby
acknowledged, the parties hereto agree as follows:
1. | Capitalized Terms. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the 2010 Agreement. | |
2. | End of Term. The parties agree that, effective immediately, the Term is ended, Xx. Xxxxx’ service as Non-Executive Chairman and as a director of the Corporation have terminated, and Xx. Xxxxx shall cease to have any obligations to perform General Services. | |
3. | Remuneration Upon Termination. The parties acknowledge that as a result of Xx. Xxxxx’ termination of service as Non-Executive Chairman and director of the Corporation, he shall be entitled to the following: |
(a) | Notwithstanding anything in the 2010 Agreement, subject to Xx. Xxxxx executing the general release of claims attached as Annex A to the BLS Separation Agreement (the “Release”) within 21 days following the date hereof, and the applicable revocation period elapsing without Xx. Xxxxx revoking the Release, $480,769 payable within 30 days following the date hereof, representing the cash |
value of the General Services Fee that Xx. Xxxxx would have received had he continued to serve as Non-Executive Chairman and as a director of the Corporation pursuant to the 2010 Agreement through the date of the Corporation’s 2012 annual meeting; and |
(b) | reimbursement for any incurred but unreimbursed expenses, subject to the terms set forth in the 2010 Agreement. |
In addition, Xx. Xxxxx shall be entitled to retain vested equity awards granted to Xx. Xxxxx in connection with his provision of General Services. Except as set forth in this Section 3, Xx. Xxxxx shall not be entitled to any additional remuneration in connection with his resignation as Non-Executive Chairman and as a director of the Corporation. | ||
4. | Continuing Obligations. Xx. Xxxxx acknowledges that the provisions of Article VIII of the 2010 Agreement shall continue to apply following the date hereof. | |
5. | Entire Agreement; Effect on the BLS Separation Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties with respect thereto, including the 2010 Agreement, except as expressly set forth herein. Notwithstanding the foregoing, nothing herein shall affect the terms of the BLS Separation Agreement which shall remain in full force and effect. |
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. |
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By: | /s/ J. Xxxxxxx Xxxxxxx | |||
J. Xxxxxxx Xxxxxxx, Chief Executive Officer | ||||
/s/ Xxxxxxx X. Xxxxx | ||||
XXXXXXX X. XXXXX | ||||
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