BAUSCH + LOMB CORPORATION FORM OF STOCK OPTION GRANT AGREEMENT (NONSTATUTORY STOCK OPTION – FOUNDER GRANT) (2022 Omnibus Incentive Plan)Stock Option Grant Agreement • March 31st, 2022 • 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 (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.
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”).
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”).
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.
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”).
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”).
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”).
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
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”).
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”).
