展品10.1
堡氏健康公司股份有限公司
雇佣协议
这份雇佣协议（以下简称“Ag协议2024年7月15日（“生效日期。”）由英属哥伦比亚省公司包氏保健公司（“bausch health”或“公司公司）和Jean-Jacques Charhon先生（以下统称为“高管”）各方”）。在特定情况下，对公司的引用应包括公司的子公司、关联公司以及一切权利承受人。
前言
鉴于公司希望雇用执行官在本协议规定的期限内，并且执行官希望接受公司的这一雇佣，以本协议所规定的条款和条件为准。
因此，考虑到各方所包含的各自协议，同意如下:
1.开工日期; 任期。执行董事根据本协议的雇佣期限（“高管执行副总裁-战略增长倡议的职务层次“”）应在2024年8月5日或双方另行约定的日期开始，但不得迟于2024年9月2日（执行董事根据本公司聘用条款实际开始工作的日期“启动日期”）并在开工日期的第三（3）周年结束。之后，雇佣条款将自动延长为连续的一年，除非任一方在现行雇佣条款结束前不少于九十（90）天提供不续订的通知。
2.就业状况在雇佣期间：
(a)执行官将被聘为首席财务官。执行官将直接向公司首席执行官汇报。执行官将履行通常由类似的高级职务人员履行的职责、承担的责任和行使的权利。
(b)除了执行享有的假期和病假，以及本合同中约定的公司之外的其他服务，行业板块董事应将全部专业时间和精力投入到公司的业务和事务中，履行其在本合同项下的责任。 2(b)部分中规定的重新分配将在第二次修正生效日期上发生。在加入或同意担任企业、公益或慈善董事会或委员会之前，执行需获得首席执行官的书面批准。行业板块可以管理个人和家庭投资，在行业组织中参与，并在教育机构发表演讲，只要这些活动不会不合理地干扰其在此项下的职责履行。应理解，在公司聘用期间，行业板块不得从事任何与公司或其直接或间接子公司利益相冲突的活动，如公司员工和高管不时实行的有关雇员和高管的利益冲突政策所述。
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(c)高管应当遵守适用于高管的每一项人事政策，包括但不限于公司高管股票抵押和套保投资限制政策、股票所有权政策、公司采纳的关于追回激励报酬（有时称为“收回”）的政策以及根据法律和适用的上市规定的任何追回规定，明确避免，在bausch health公司补偿追收政策下。 本协议中的条款和目的，用于购买额外的公司股票。 在雇佣期结束后仍然有效。
(d)视乎而定 第 7 节, 8 和 9 因此，高管在公司的聘用是 “随意” 的，因此每位高管或公司都有能力随时终止高管的聘用，无论是否事先通知（本协议第7节要求的范围除外），有无原因，有无正当理由。本协议不构成继续或长期雇佣的明示或暗示协议。行政人员雇用的随意性质只能通过书面协议来改变，具体说明行政人员就业状况的变化。此类书面协议必须由公司的执行官和首席执行官签署。
3.年度薪酬。
(a)基本薪酬在雇佣期间，执行人应每年获得70万美元的年薪（“基本工资”）。基本工资应按照公司当时有效的常规工资支付规定支付。在雇佣期间，基本工资将每年进行审核，并由公司首席执行官和董事会人才和薪酬委员会酌情调整（“委员会”).
(b)年度现金绩效奖金根据公司不时有效的年度激励现金奖励计划条款，以及本协议的规定，在雇佣期内，对于公司截止日为财年，执行人应有资格获得年度现金奖金（“年度奖金”），目标年度现金奖金机会为基本工资的60%（此目标奖金，如以后增加，为“”）, 有机会获得的最大年度现金奖金为目标奖金的200%;目标奖金”，对于2024财年，执行人的年度奖金应按照执行人在此财年起始日期后在公司就职的天数比例计算； 在每种情况下，该B类股东和/或该B类股东的家庭成员需独立控制在此类帐户、计划或信托中持有的B类普通股实时； 公司对于任何适用财年中执行人获得的实际年度奖金，如果有的话，将由公司自行决定并按照公司适用于公司同等级别高管的常规惯例支付（在所有情况下，最迟将于年度奖金涉及的日历年度的次年3月15日支付），视为执行人在适用支付日期之前持续受雇。
4.额外补偿。
(a)一次性登录奖励。自生效之日起，高管将有资格获得30万美元的一次性签约奖金（”登录奖励”)，减去任何所需的预扣税，应在初始预扣税后的三十 (30) 天内支付
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生效日期。如果执行官在生效日期后的前两年内自动辞职而没有良好理由（如本协议第5
部分中所定义的），或者因“原因”（如本协议第7(c)部分中所定义的）被解雇，执行官将被要求在向执行官支付所有适用的预扣和税款后，迅速偿还执行官获得的签约奖金。 本协议第7（e）条 如果执行官在生效日期后的前两年内因自愿辞职而没有充分理由（如本协议第5部分定义），或因本协议第7(c)部分定义的“原因”而被解雇，执行官必须迅速偿还执行官在支付所有相关预扣款和税款后获得的签字奖金。
(b)一次性的初始股权奖励。执行人将根据Bausch Health公司2014年全权激励计划（经修订和重新制定，以下简称“401(k)计划的雇主贡献”）获得一项限制性股票单位（“RSUs支付”）的数量，授予日公平价值约为1,750,000美元（下称“初始限制性股票奖励”）和一定数量的绩效限制性股票单位（“带市场条件的绩效型RSUs”)的目标授予日期公允价值约为$1,750,000（“初始PRSU奖励”和初始RSU奖励一起，“初始奖励”。初始奖励将尽快授予执行管理层，并将受该计划和适用授予协议的条款和条件约束，该协议将提供给执行管理层。
(c)关于g股权津贴开始从公司的2025财政年度开始，在雇用期间内，执行会被视为有资格每年获得股权津贴，其年度总目标授予日期价值由委员会自行决定； 提供 对于公司2025财政年度，执行的年度股权津贴的总授予日期价值将设定为约300万美元并将以股权奖励的形式交付，与2025财政年度提供给同等处境的高管的年度股权津贴的组合保持一致。这些每年的股权津贴将受限于底层股权授予文件中规定的条款和条件，每种情况均由委员会自行决定。
5.分享所有权承诺。执行人同意遵守公司适用于执行人的任何股权要求，其条件应与公司同等境遇的高管相同。
6.其他福利在雇佣期间：
(a)员工福利执行人应有权参加公司维护并向公司全体员工开放的雇员福利计划、做法和方案（考虑到地域差异），包括但不限于所有养老金、退休金、利润分享、储蓄、医疗、住院、残疾、牙科、人寿或旅行意外保险福利计划，须遵照和符合不时生效的计划条款进行。执行人在此类计划、做法和方案中的参与应根据适用于这些员工的基础和条款，进行。
(b)商业快递p感官。在根据公司不时生效的正常政策和程序提交适当的发票后，高管有权立即获得高管因履行本协议规定的高管职责而产生的所有合理的自付业务、娱乐和差旅费用的报销。
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(c)休假和病假。执行者应有权在本协议下，根据以下规定，自愿缺席执行者的工作，而不会失去报酬：
(1)执行人应根据公司定期为同等级别高管制定的政策，享受年度假期。
(2)根据公司不时有效的政策，高管有权享受病假（不减薪）。
7. 终止根据下文的情况，公司可以终止执行董事的就业关系；rovided, 但是尽管本协议中的任何内容与之相反，在1986年修订的《内部税收法》第409A条的要求范围内（“税法”）及其颁布的规定和指导下，代码”和制定的法规和指导（“第409A条款，如果2018年计划中的一个奖项受到税务法案第409A条款的约束，但不符合税务法案第409A条款的要求，则上述应税事件可能应早于所述，并可能导致额外的税收和处罚。参与者被敦促就税务法案第409A条款对他们的奖项的适用性咨询他们的税务顾问。在本协议范围内，直至执行董事被视为在公司内发生“依照第409A条款作出的”服务分离时，不应被视为已经终止。
(a)死因。执行人员的雇佣将在执行人员去世之日终止，执行人员的受益人将有权享受提供的福利。 第9(b)款 “本协议”是指本《认股证购买协议》。
(b)残疾y. 在确定高管残疾后，公司可以向高管发出书面通知后终止高管的聘用，而高管仍处于残疾状态时，高管有权享受中规定的福利 第 9 (b) 节 在这里。就本协议而言，”残疾y” 应具有本计划中赋予该术语的含义。
(c)原因。公司可以出于原因终止高管的聘用，自解雇通知之日起生效（定义见中 第 8 部分 此处），高管有权享受中规定的福利 第 9 (a) 节 在这里。就本协议而言，“原因” 是指：(1) 被判犯有任何重罪（与车辆犯罪有关的重罪除外）或其他涉及欺诈的犯罪行为；(2) 对公司造成重大经济损害的故意不当行为；(3) 严重违反公司政策和指令；(4) 高管继续拒绝履行高管职责；以及 (5) 高管严重违反任何契约向公司披露，包括本协议第 12、13、15 和 16 节中规定的内容；但是，前提是公司必须向行政部门提供书面通知，说明构成原因的特定事件或条件，并应向行政部门提供至少十五（15 天）的补救时间（如果可以治愈）。如果 (x) 没有明显的故意并且 (y) 高管出于善意采取或不采取任何行动并理解此类行动或不作为不损害公司的最大利益，则任何行动或不作为均不应被视为故意。本段中对公司的提及还应包括公司的直接和间接子公司，重要性应根据作为或不作为以及对整个公司的影响来衡量。在不限制本公司在此项下的其他权利的前提下 第 7 节， 在高管因犯有上述第 (1) 款所述的重罪而被起诉后，公司可以无薪暂停高管的职务。在起诉书被驳回或作出无罪判决之前，这种暂停可以一直有效。如果这样的起诉没有导致定罪，如
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在此类裁决或判决后尽快，公司应支付行政人员基本工资和目标奖金数额，该奖金数额为行政人员暂停工资期间应获得的金额（按照短期适用联邦税率上的利息，按半年复利计算，根据法典第1274条规定的计算方式，在原本应支付这些金额的日期开始计算，但因延迟而未支付），行政人员将获得权益计算，用于行政人员尚未实现的股权奖励。
(d)无正当理由公司可以无故解除雇员的雇佣关系。 公司应向雇员提供解雇通知（如下所定义）不少于终止雇员雇佣关系前三十（30）天，并且公司有权在这三十天通知期限到期前终止雇员的职责和责任， 雇员有权享有所提供的福利 第8节。其他股票奖励。 下述处提供雇员雇佣关系解除通知不少于三十（30）天，公司有权在该三十天通知期限到期前终止雇员的职责和责任， 雇员有权享有所提供的福利 此 ，如果按照本条款所要求的，未经其书面同意便对任何已解决的行动或索赔承担贡献责任的当事方，则该方不应对其书面同意所要求的行动或索赔负责。
(e)6. 承认。雇员明确同意在本修正案所提供的薪酬、条款和福利的基础上。作为继续雇佣的一部分，雇员同意并承认，在本修正案的日期上，不存在任何构成悔职或正当理由辞职权利的情况，包括就业协议第8条款或公司维护的任何其他企业分离或控制方案、协议或政策。此外，雇员特此明确放弃（如有）主张本修正案或任何其他情况或发生形成没有正当原因终止或出于正当理由的辞职权利的权利，包括就业协议第8条款或公司维护的任何其他企业分离或控制方案、协议或政策。执行人可根据以下定义的正当理由（如下所定义）终止执行人的雇佣关系，应在公司逾期三十（30）天的医治期届满后的三十（30）天内向公司提交终止通知书。公司有权在该三十（30）天通知期满之前终止执行人的职责和责任，执行人应有权享受 此 此协议中，“6. 承认。雇员明确同意在本修正案所提供的薪酬、条款和福利的基础上。作为继续雇佣的一部分，雇员同意并承认，在本修正案的日期上，不存在任何构成悔职或正当理由辞职权利的情况，包括就业协议第8条款或公司维护的任何其他企业分离或控制方案、协议或政策。此外，雇员特此明确放弃（如有）主张本修正案或任何其他情况或发生形成没有正当原因终止或出于正当理由的辞职权利的权利，包括就业协议第8条款或公司维护的任何其他企业分离或控制方案、协议或政策。”指的是在任职期间发生的以下情况或条件中的任何一种，恕不征得执行人事先书面同意，且公司未在接到执行人书面通知之后的三十（30）天内（如适用且由公司负责）医治该事件或条件的发生，构成正当理由。为了构成正当理由，执行人必须在执行人得知（或应当知晓）构成正当理由事件或条件的初始存在日期之后的三十（30）天内向公司提供书面通知，说明构成正当理由的具体事件或条件以及执行人请求的具体疗程。
(1)职责减少p职责减少（A）首席财务官的职责或责任有任何实质性减少，即在此之前立即生效时，除非（此等减少的情形下，执行官获提供其他职责或负责事务，其实质上与执行官在此等减少前的整体职责和责任基本相当）；或（B）将执行官从首席财务官一职中撤职，但在上述各种情况下，均系与 控执行官因残疾、原因、执行官死亡的结果或执行官因非基于充分理由以外的其他原因而终止雇佣有关。
(2)公司p薪酬减少任何对高管基本工资或目标奖金机会的减少，除非与公司其他具有类似地位的高管的基本工资或目标奖金机会的减少相当；
(3)搬迁任何导致高管主要业务地点变更，使高管单程通勤距离增加五十(50)英里或更多的情况； 在每种情况下，该B类股东和/或该B类股东的家庭成员需独立控制在此类帐户、计划或信托中持有的B类普通股实时；
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公司要求高管不定期代表公司出差，不构成合理理由；或
(4)公司p任何违约行为。公司对本协议的任何重大条款存在任何重大违约。
(f)没有正当理由。执行人员可以自愿终止其雇佣关系，没有正当理由的情况下，需在执行人员雇佣关系终止前不少于三十（30）天向公司提交终止通知，公司有权选择放弃全部或部分此三十（30）天通知期，但是，如果年度授予的公平价值超过40万美元，则年度授予的股份数量将自动减少，使年度授予的公平价值在40万美元以下，并且公平价值按公司的财务报表一致确定。年度授权将在授权日期起1年内全部归属于基础股票，或在授权日期后的我们股东年会之前（以先到者为准），但需持续服务到适用归属日期。即明确放弃在此通知期届满之前终止执行人员的职责和责任的全部或部分，不构成正当理由，也不被视为公司无正当理由终止雇佣关系的行为），执行人员应享有 本条款第9(a)节(公司承担义务赔偿)规定的权利和义务之外，如果公司或其代理未能履行在交割日交付授权股份的义务而不是由于TD Cowen的原因，公司同意(i)保护TD Cowen免失或对TD Cowen遭受的任何损失、索赔、损害、合理且可证明的费用(包括律师费和其他费用)承担责任，并(ii)支付任何佣金、折价或其他报酬给TD Cowen(无需重复)。如未发生违约情况，TD Cowen将享有按照协议应得到的佣金、折价或其他报酬。 下附所提供的福利直至该通知期的最后一天。
(g)不续约通知执行董事的雇佣将在双方依照相关规定进行终止，雇佣期届满后立即生效，届时任何一方提供不续约通知。 冲突矿物披露。 此规定，执行董事有权获得提供的福利。 第9(d)条 “本协议”是指本《认股证购买协议》。
8.无论是公司还是执行官的任何一方，都应通过遵守本协议第8（l）条的规定向对方方书面“终止通知”传达。在公司宣布因为控件或执行官宣布因为良好理由终止之际，终止通知应（i）指出本协议的具体终止条款，（ii）详细叙述据此终止执行人的职务的事实和情况，并且（iii）具体指明终止日期。执行人或公司在终止通知中没有列出任何形成原因或制约良好理由的事实或情况，不会放弃任何一方在此下的权利或防止执行人或公司在执行该方案权益方案时提出此类事实或情况。任何由公司或行政人员声称终止的情形，应以书面终止通知通知另一方。 为本协议的目的，“终止通知”应指出终止日期，“终止日期”本协议中依赖的具体终止条款，并合理详细列明声称为所示条款下终止行政人员雇佣的基础的事实和情况。 为本协议的目的，行政人员在此的任何此类声称终止未经该终止通知(除非被有权接收此类通知的一方放弃)。
9.解雇时的补偿金在雇佣期间结束时（或关于第9(c)款，于生效日期后），执行人应有权获得以下福利; 在每种情况下，该B类股东和/或该B类股东的家庭成员需独立控制在此类帐户、计划或信托中持有的B类普通股实时；, 但是此外，根据适用法律或其他方式，执行人根据本协议享有的任何福利应该抵扣被执行人获得的任何福利，如果有的话：
(a)公司因有正当理由或高管无正当理由终止的情况下，公司应支付高管如下费用：。如果公司因有正当理由或高管无正当理由而终止高管的雇佣关系，公司应向高管支付以下费用：
(1)截至解雇日期为止应支付但尚未支付的基本工资，应在解雇日期后的三十（30）天内支付（或者法律要求的较早日期）；
(2)终止日期前执行人代表公司发生的合理必要费用报销，应在终止日期后三十 (30) 天内支付 (或适用法律要求的较早日期)；
(3)任何根据协议和
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适用延期薪酬计划或安排的条件。
(4)股权和激励奖励，到目前为止已经授予并且在执行终止时未被取消的部分，应根据其条款支付、交付或结算给执行者，且应根据该等奖励的适用条款支付、交付或结算。
(5)根据和受制于任何福利计划或项目，行政人员有权获取的任何金额或福利，按照该计划或项目的条款支付（以上述第（1）款至第（5）款中的项目合称“应计薪酬”).
(b)公司因残疾或死亡终止雇佣关系。如果高管因残疾或身故由公司终止雇佣关系，则，根据 第17(e)条款 ，高管有权获得本 第9(b)条.
(1)公司应支付高管（或高管的受益人，视情况而定）所应得的待支付报酬；
(2)公司应在终止日期后六十（60）天内向高管（或适用的高管受益人）支付任何尚未支付的在终止日期之前任何财政年度中获得但尚未支付的年度奖金；
(3)公司应根据执行董事任期所在财政年度支付年度奖金，金额等于（A）执行董事的目标奖金与（B）分数(x)乘积，其中分数的分子为财政年度至终止日期的天数，分母为365。根据本第(3)款项，应付给执行董事的任何奖金或奖励应在执行董事终止日期所在财政年度之后的第二年3月15日前以一次性支付形式支付；
(4)高管在终止时持有的每项股权奖励将受适用奖励协议条款管辖。
(c)公司无故解雇或高管有正当理由解雇如果高管在生效日期之后被公司无故解雇或高管因正当理由而解雇其当前雇主后，那么，受制于 第17(e)条 ，高管将有权获得本协议提供的福利 此.
(1)公司应向高管支付任何应计薪酬；
(2)公司应在终止日期后六十（60）天内支付给高管任何未支付的任何财政年度年度奖金。
(3)公司应支付给高管一项年度奖金，金额等于高管终止日期所在财政年度的产品。
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根据实际达成的业绩目标，执行人应当获得的奖金或激励奖励的较小者（x），以及执行人的目标奖金和（B）截止日期为止的财政年度中的天数的分数（x），其分子是终止日期之日，并且（y）的分母是365。在每种情况下，该B类股东和/或该B类股东的家庭成员需独立控制在此类帐户、计划或信托中持有的B类普通股实时； 如果终止发生是为了考虑到控制权变更（根据计划中定义），或在控制权变更后的十二个月内发生，那么在上述计算中，（A）部分的金额将等于执行人的目标奖金。根据此第（3）款对执行人支付的任何年度奖金应按照终止日期所在的财政年度的次年3月15日一次性支付。
(4)公司应以现金向高管支付遣散费，以代替终止日期之后的任何进一步补偿，这笔款项应在高管离职之日后的六十 (60) 天内一次性支付（前提是 第 10 部分 本协议中），等于一 (1) 倍（或者，如果终止日期发生在 2024 年 12 月 31 日或之前，则为一倍半（1-1/2）倍，或（y）考虑控制权变更后或控制权变更后的十二个月内，高管基本工资和目标奖金之和的两（2）倍），在每种情况下均为高管基本工资和目标奖金总和的两（2）倍，在此类解雇前不加考虑任何构成正当理由的削减；
(5)One Hundred Percent (100%) of the One-Time Sign-On Bonus shall fully vest and become payable within sixty (60) days of the termination date to the extent not already paid;
(6)solely to the extent such termination of employment occurs after the Commencement Date, (i) to the extent not previously granted to Executive, the Company shall grant the Initial RSU Award to Executive effective as of immediately prior to the Termination Date and (ii) any unvested portion of the Initial RSU Award shall fully vest and be settled in shares within sixty (60) days following the Termination Date;
(7)With respect to any equity awards held by Executive at the time of termination (other than the Initial RSU Award), including, without limitation, the Initial PRSU Award, such equity awards shall be governed by the terms of the applicable award agreement; and
(8)Subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall provide Executive with continued coverage through the first (1st) anniversary of the Termination Date (or, if such termination of employment occurs either (x) on or before December 31, 2024, or (y) in contemplation of a Change in Control or within twelve months following a Change in Control, in both cases through the 18-month anniversary of the Termination Date) under any health, medical, dental or vision program or policy in which Executive (and Executive’s dependents, as applicable) participated in as of the Termination Date, to the extent permitted under applicable law and the terms of
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such program or policy; provided, however, that Executive shall be solely responsible for any taxes incurred in respect of such coverage; and provided, further, that the Company may modify the continuation coverage contemplated hereby (including by providing, in lieu of such continuation coverage or to the extent that the COBRA continuation period expires, a lump-sum cash payment equal to the value for Executive of the continuation coverage provided herein) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, in the event Executive obtains other employment that offers group health benefits, such continuation coverage by the Company hereunder shall immediately cease (and Executive agrees to promptly notify the Company if Executive is offered group health benefits from any subsequent employer following the Termination Date).
(d)Expiration of Employment Term Upon Notice of Non-Renewal. If Executive’s employment terminates upon expiration of the Employment Term as then in effect following timely provision by either party of notice of non-renewal in accordance with Section 1 hereof, then, subject to Section 17(e) hereof:
(1)If such notice is submitted by Executive, then Executive shall be entitled to the Accrued Compensation.
(2)If such notice is submitted by the Company, then Executive shall be entitled to the benefits provided in Section 9(c) hereof.
(e)Executive shall not be required to mitigate the amount of any payment provided for under this Section 9 by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive in any subsequent employment.
10.Section 409A. The parties intend for the payments and benefits under this Agreement to be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. In no event whatsoever will the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Section 409A or damages for failing to comply with Section 409A. If any payments or benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured by the Company in a manner that to the extent possible preserves the economic benefit and original intent thereof but does not cause such an accelerated or additional tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate and distinct payment of compensation. Notwithstanding anything to the contrary in this Agreement, if Executive is deemed by the Company on the Termination Date to be “specified employee” within the meaning of Section 409A, then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (B) the date of Executive’s death, solely to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to the
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foregoing (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding anything to the contrary in this Agreement, all (1) reimbursements and (2) in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.
11.Whistleblower Protections. Nothing in this Agreement or otherwise limits Executive’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against Executive for any of these activities, and nothing in this Agreement or otherwise requires Executive to waive any monetary award or other payment that Executive might become entitled to from the SEC or any other Government Agency.
12.Records and Confidential Data.
(a)Executive acknowledges that in connection with the performance of Executive’s duties during the Employment Term, the Company will make available to Executive, or Executive will have access to, certain Confidential Information (as defined below) of the Company and its affiliates. Executive acknowledges and agrees that any and all Confidential Information disclosed to, or learned or obtained by, Executive during the course of Executive’s employment by the Company or otherwise, whether developed by Executive alone or in conjunction with others or otherwise, shall be and is the sole and exclusive property of the Company or the affiliate of the Company, as applicable, that is Executive’s employer (the “Employer”). No license or other right to any Confidential Information is granted to Executive under this Agreement. To the extent that Executive acquires any right, title or interest in or to any Confidential Information, Executive hereby irrevocably assigns, transfers, conveys and delivers to the Employer all such right, title and interest in and to such Confidential Information.
(b)Subject to Sections 11 and 12(e) hereof, the Confidential Information will be kept confidential by Executive, will not be used in any manner which is detrimental to the Company, will not be used other than in connection with Executive’s discharge of Executive’s duties hereunder, and will be safeguarded by Executive from unauthorized disclosure. Executive acknowledges and agrees that the confidentiality restrictions set forth herein shall apply to any and all Confidential Information disclosed to, or learned or obtained by, Executive, whether before, on or after the date hereof. For the avoidance of doubt, nothing in this Section 12(b) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information; provided that, subject to Section 12(e), Executive shall first give notice to the Employer and reasonably cooperate with the Employer to obtain a protective order or other measures preserving the confidential treatment of such Confidential Information and requiring that the information or documents so disclosed be used only for
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the purposes for which the order was issued or is otherwise required by applicable law. For the avoidance of doubt, nothing in this Section 12(b) shall prevent Executive from exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended) as set forth in Section 11.
(c)Following the termination of Executive’s employment hereunder or upon the Company’s request, and subject to Sections 11 and 10(e) hereof, as soon as possible after the Company’s written request, Executive will return to the Company all written Confidential Information which has been provided to Executive and Executive will return or destroy all copies of any analyses, compilations, studies or other documents prepared by Executive or for Executive’s use containing or reflecting any Confidential Information. Within five (5) business days of the receipt of such request by Executive, Executive shall, upon written request of the Company, deliver to each of the Company a document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 12(c).
(d)For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to Executive, to which Executive has access, or of which Executive otherwise becomes aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (A) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (B) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (C) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (D) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (E) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (F) all third-party information held in confidence by the Company or its affiliates, and (G) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include, and Executive’s obligation shall not extend to (A) information which is generally available to the public and (B) information obtained by Executive other than pursuant to or in connection with Executive’s employment.
(e)Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Company and Executive acknowledge and agree that Executive shall not have criminal or civil liability under any federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In
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addition and without limiting the preceding sentence, if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and may use the trade secret information in the court proceeding, if Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement or otherwise is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section.
(f)In connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer.
(g)Executive’s obligations under this Section 12 shall survive the termination of the Employment Term.
13.Covenant Not to Solicit and Not to Compete; Non-Disparagement.
(a)Covenants Not to Solicit or to Interfere. To protect the Confidential Information, Company Intellectual Property (as defined below) and other trade secrets of the Company and its affiliates, Executive agrees, during the Employment Term and for a period of twelve (12) months after Executive’s cessation of employment with the Company (the “Restricted Period”), not to solicit, hire or participate in or assist in any way in the solicitation or hire of any employees of the Company or any of its subsidiaries (or any person who was an employee of the Company or any of its subsidiaries during the six-month period preceding such action). For purposes of this covenant, “solicit” or “solicitation” means directly or indirectly influencing or attempting to influence employees of the Company or any of its subsidiaries to become employed with any other person, partnership, firm, corporation or other entity.
In addition, to protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates, Executive agrees, during the Employment Term and the Restricted Period, not to (x) solicit any client or customer to receive services or to purchase any good or services in competition with those provided by the Company or any of its subsidiaries or (y) interfere or attempt to interfere in any material respect with the relationship between the Company or any of its subsidiaries on one hand and any client, customer, supplier, investor, financing source or capital market intermediary on the other hand. For purposes of this covenant, “solicit” or “solicitation” means directly or indirectly influencing or attempting to influence clients or customers of the Company or any of its affiliates to accept the services or goods of any other person, partnership, firm, corporation or other entity in competition with those provided by the Company or any of its affiliates.
Executive agrees that the covenants contained in this Section 13(a) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates; provided that solicitation through general advertising (provided that Executive does not actually hire such individual and Executive is not otherwise directly or indirectly involved in connection with hiring such individual) or the provision of references shall not constitute a breach of such obligations.
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(b)Covenant Not to Compete. To protect the Confidential Information, Company Intellectual Property and other trade secrets of the Company and its affiliates, Executive agrees, during the Employment Term and the Restricted Period, not to engage in Prohibited Activities (as defined below) in any country in which the Company or any of its affiliates conducts business, or plans to conduct business, during the Employment Term.
For the purposes of this Agreement, the term “Prohibited Activities” means directly or indirectly engaging as an owner, employee, partner, member, consultant or agent of any entity that derives more than 10% of its consolidated revenue from the development, manufacturing, marketing and/or distribution (directly or indirectly) of branded or generic prescription or non-prescription pharmaceuticals or medical devices for treatments in the fields of neurology, dermatology, gastroenterology or dentistry business; provided that Prohibited Activities shall not mean Executive’s investment in securities of a publicly- traded company equal to less than five (5%) percent of such company’s outstanding voting securities; provided, that, for the avoidance of doubt, Executive complies with the obligations set forth in Sections 12, 13(a) and 13(c) hereof.
Executive agrees that the covenants contained in this Section 13(b) are reasonable and desirable to protect the Confidential Information and Company Intellectual Property of the Company and its affiliates.
By signing this Agreement, Executive acknowledges and agrees that Executive is a “senior executive” within the meaning of the final Non-Compete Clause Rule published by the Federal Trade Commission on May 7, 2024, codified as 16 C.F.R. Part 910.
(c)Non-Disparagement. Executive agrees not to make written or oral statements about the Company, its subsidiaries or affiliates, or its directors, executive officers or non-executive officer employees that are negative or disparaging, except as provided in Section 11 or 12(e) hereof. Likewise, the Company agrees that it will direct its directors and executive officers not to make written or oral statements about Executive that are negative or disparaging. Notwithstanding the foregoing, nothing in this Agreement or otherwise shall preclude Executive or the Company’s directors and executive officers from communicating or testifying truthfully to the extent required by law to any federal, state, provincial or local governmental agency or in response to a subpoena to testify issued by a court of competent jurisdiction.
(d)It is the intent and desire of Executive and the Company that the restrictive provisions of this Section 13 be enforced to the fullest extent permissible under the laws and public policies as applied in each jurisdiction in which enforcement is sought. If any particular provision of this Section 13 shall be determined to be invalid or unenforceable, such covenant shall be amended, without any action on the part of either party hereto, to delete there from the portion so determined to be invalid or unenforceable, such deletion to apply only with respect to the operation of such covenant in the particular jurisdiction in which such adjudication is made.
(e)Executive’s obligations under this Section 13 shall survive the termination of the Employment Term.
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14.Remedies for Breach of Obligations under Sections 12 or 13 hereof. Executive acknowledges that the Company will suffer irreparable injury, not readily susceptible of valuation in monetary damages, if Executive breaches Executive’s obligations under Sections 12 or 13 hereof. Accordingly, Executive agrees that the Company will be entitled, in addition to any other available remedies, to obtain injunctive relief against any breach or prospective breach by Executive of Executive’s obligations under Sections 12 or 13 hereof. Executive agrees that process in any or all of those actions or proceedings may be served by overnight courier, addressed to the last address provided by Executive to the Company, or in any other manner authorized by law (including personal service); provided that such notice is sent promptly to Executive at the following email address: xxxxx@gmail.com. This Section 14 shall survive the termination of the Employment Term.
15.Cooperation.
(a)Following Executive’s termination of employment for any reason, except as provided in Section 11 or 12(e) hereof, Executive agrees to make himself reasonably available to cooperate with the Company and its affiliates in matters that materially concern (but not to the extent that such cooperation would interfere unreasonably with Executive’s then-current employment, consulting, or other business or professional activities): (i) requests for information about the services Executive provided to the Company and its affiliates during Executive’s employment with the Company and its affiliates, (ii) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company and its affiliates which relate to events or occurrences that transpired while Executive was employed the Company and its affiliates and as to which Executive has, or would reasonably be expected to have, personal experience, knowledge or information or (iii) any investigation or review by any federal, state or local regulatory, quasi-regulatory or self-governing authority (including, without limitation, the US Department of Justice, the US Federal Trade Commission or the SEC) as any such investigation or review relates to events or occurrences that transpired while Executive was employed by the Company and its affiliates. Executive’s cooperation shall include: (A) making Executive reasonably available to meet and speak with officers or employees of the Company, the Company’s counsel or any third-parties at the request of the Company at times and locations to be determined by the Company reasonably and in good faith, taking into account the Company’s business and Executive’s business and personal needs (the “Company Cooperation”) and (B) giving accurate and truthful information at any interviews and accurate and truthful testimony in any legal proceedings or actions (the “Witness Cooperation”). If such cooperation exceeds the equivalent of three business days, then the Company shall compensate Executive per diem at a rate commensurate with the rate of his Base Salary under this Agreement. Nothing in this Section 15(a) shall be construed to limit in any way any rights Executive may have at applicable law not to provide testimony with regard to specific matters. Unless required by law or legal process, Executive will not knowingly or intentionally furnish information to or cooperate with any non-governmental entity (other than the Company) in connection with any potential or pending proceeding or legal action involving matters arising during Executive’s employment with the Company and its affiliates, except as provided in Section 11 or 12(e). In addition, at the request of the Company, Executive shall be required to complete a directors’ and officers’ questionnaire to facilitate the Company’s preparation and filing of its proxy statement and periodic reports with the SEC.
(b)Executive shall not be entitled to any payments in addition to those otherwise set forth in this Agreement in respect of any Company Cooperation or Witness Cooperation, regardless
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of when provided. The Company will reimburse Executive for any reasonable, out-of-pocket travel, hotel and meal expenses incurred in connection with Executive’s performance of obligations pursuant to this Section 15 for which Executive has obtained prior approval from the Company.
(c)Nothing in this Agreement or any other agreement by and between the Parties is intended to or shall preclude or in any way limit or restrict Executive from providing accurate and truthful testimony or information to any governmental agency.
(d)This Section 15 shall survive the termination of the Employment Term.
16.Inventions and Intellectual Property.
(a)Definitions. As used in this Agreement:
(1)”Intellectual Property” means all patents, invention disclosures, invention registrations, trademarks, service marks, trade names, trade dress, logos, domain names, copyrights, mask works, trade secrets, know-how and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, and all registrations and applications for registration of, and all goodwill associated with, the foregoing.
(2)”Inventions” means all inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like.
(b)Disclosure. Executive will disclose promptly in writing to the Company any and all Inventions and Intellectual Property, in each case that Executive conceives, develops, creates or reduces to practice, either alone or jointly with others, during the period of Executive’s employment that (1) are conceived, created or developed using any equipment, supplies, facilities, trade secrets, know-how or other Confidential Information of the Company or any of its affiliates, (2) result from any work performed by Executive for the Company or any of its affiliates and/or (3) otherwise relate to the Company’s or any of its affiliates’ business or actual or demonstrably anticipated research or development (collectively, “Company Intellectual Property”).
(c)Ownership and Assignment. Executive acknowledges and agrees that the Company will have exclusive title and ownership rights in and to all Company Intellectual Property. To the extent that exclusive title and/or ownership rights may not originally vest in the Company as contemplated herein, Executive hereby irrevocably assigns, transfers, conveys and delivers to the Company all right, title and interest in and to all Company Intellectual Property. Executive acknowledges and agrees that, with respect to any Company Intellectual Property that may qualify as a Work Made For Hire as defined in 17 U.S.C. § 101 or other applicable law, such Company Intellectual Property is and will be deemed a Work Made for Hire and the Company will have the sole and exclusive right to the copyright (or, in the event that any such Company Intellectual Property does not qualify as a Work Made for Hire, the copyright and all other rights thereto are automatically assigned to the Company as above).
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(d)Prior Inventions. Set forth in Exhibit A (Prior Inventions) attached hereto is a complete list of all Inventions that Executive has, alone or jointly with others, conceived, developed created or reduced to practice prior to the commencement of Executive’s employment with the Company, that are Executive’s property, and that the Company acknowledges and agrees are excluded from the scope of this Agreement (collectively, “Prior Inventions”). If disclosure of any such Prior Invention would cause Executive to violate any prior confidentiality agreement, Executive understands that he is not to list such Prior Inventions in Exhibit A but is only to disclose where indicated a cursory name for each such Prior Invention, a listing of each person or entity to whom it belongs, and the fact that full disclosure as to such Prior Inventions has not been made for that reason (it being understood that, if no Invention or disclosure is provided in Exhibit A, Executive hereby represents and warrants that there are no Prior Inventions). If, in the course of Executive’s employment with the Company, Executive incorporates any Prior Invention into any Company product, process or machine or otherwise uses any Prior Invention, Executive hereby grants to the Company and its affiliates a worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to use, reproduce, modify, make derivative works of, publicly perform, publicly display, make, have made, sell, offer for sale, import and otherwise exploit such Prior Invention for any purpose.
(e)Non-Assignable Inventions. If Executive is an employee whose principal work location is in California, Illinois, Kansas, Minnesota or Washington State, the provisions regarding Executive’s assignment of Company Intellectual Property to the Company in Section 16(c) hereof do not apply to certain Inventions (“Non-Assignable Inventions”) as specified in the statutory code of the applicable state. Executive acknowledges having received and reviewed notification regarding such Non-Assignable Inventions pursuant to such states’ codes.
(f)Waiver of Moral Rights. To the extent that Executive may do so under applicable law, Executive hereby irrevocably waives and agrees never to assert any Moral Rights that Executive may have in or with respect to any Company Intellectual Property, even after termination of any work on behalf of the Company or its affiliates. As used in this Agreement, “Moral Rights” means any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, or to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under any applicable law of any jurisdiction, regardless of whether or not such right is denominated or generally referred to as a “moral right.”
(g)Further Assurances. Executive shall give the Company and its affiliates all reasonable assistance and execute all documents necessary to assist with enabling the Company and its affiliates to prosecute, perfect, register, record, enforce and defend any of their rights in any Company Intellectual Property and Confidential Information.
(h)This Section 16 shall survive the termination of the Employment Term.
17.Miscellaneous.
(a)Successors and Assigns.
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(1)This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and permitted assigns. The Company may not assign or delegate any rights or obligations hereunder except to a successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, as applicable. Except for purposes of determining the occurrence of a Change in Control, the term “the Company” as used herein shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Company, as the case may be, (including this Agreement) whether by operation of law or otherwise.
(2)Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by Executive, Executive’s beneficiaries or legal representatives, except by will or by the laws of descent and distribution.
(3)This Agreement shall inure to the benefit of and be enforceable by Executive’s legal personal representatives.
(b)Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by overnight courier, addressed to the respective addresses last given by each party to each other party; provided that all notices to the Company shall be directed to the attention of the General Counsel of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt.
(c)Indemnity Agreement. The Company agrees to indemnify and hold Executive harmless to the fullest extent permitted by applicable law for actions taken as a director or officer of the Company, as in effect at the time of the subject act or omission. In connection therewith, Executive shall be entitled to the protection of any insurance policies which the Company elects to maintain generally for the benefit of the Company’s directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by Executive in connection with any action, suit or proceeding to which he may be made a party by reason of Executive’s being or having been a director, officer or employee of the Company. This provision shall survive any termination of the Employment Term.
(d)Withholding. The Company shall be entitled to withhold the amount, if any, of all taxes of any applicable jurisdiction required to be withheld by an employer with respect to any amount paid to Executive hereunder. The Company, in its sole and absolute discretion, shall make all determinations as to whether it is obligated to withhold any taxes hereunder and the amount hereof.
(e)Release of Claims. Notwithstanding anything to the contrary in this Agreement, the termination benefits described in Sections 9(b), 9(c) and 9(d)(2) hereof shall be conditioned on Executive delivering to the Company, and failing to revoke, a signed release of claims acceptable to the Company within twenty-one (21) days following Executive’s Termination Date; provided, however, that Executive shall not be required to release any rights Executive may have to be indemnified by the Company under Section
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15(c) hereof; and provided further that such release shall not contain any post-employment restrictions beyond those set forth in this Agreement. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the release, directly or indirectly, result in Executive designating the calendar year of payment, and, to the extent required by Section 409A, if a payment that is subject to execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year. Where applicable, references to Executive in this Section 17(e) shall refer to Executive’s representative or estate.
(f)Modification. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by any party which are not expressly set forth in this Agreement.
(g)Arbitration. If any legally actionable dispute arises under this Agreement or otherwise which cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve such dispute by binding arbitration before an arbitrator experienced in employment law. Said arbitration will be conducted in accordance with the rules applicable to employment disputes of the Judicial Arbitration and Mediation Services (“JAMS”) and the law applicable to the claim. The parties shall have 30 calendar days after notice of such arbitration has been given to attempt to agree on the selection of an arbitrator from JAMS. In the event the parties are unable to agree in such time, JAMS will provide a list of five (5) available arbitrators and an arbitrator will be selected from such five-member panel provided by JAMS by the parties alternately striking out one name of a potential arbitrator until only one name remains. The party entitled to strike an arbitrator first shall be selected by a toss of a coin. The parties agree that this agreement to arbitrate includes any such disputes that the Company may have against Executive, or Executive may have against the Company and/or its related entities and/or employees, arising out of or relating to this Agreement, or Executive’s employment or Executive’s termination, including any claims of discrimination or harassment in violation of applicable law and any other aspect of Executive’s compensation, employment, or Executive’s termination. The parties further agree that arbitration as provided for in this Section 17(g) is the exclusive and binding remedy for any such dispute and will be used instead of any court action, which is hereby expressly waived, except for any request by any party for temporary, preliminary or permanent injunctive relief pending arbitration in accordance with applicable law or for breaches by either party of such party’s obligations under Sections 12, 13, 15 or 16 hereof, as applicable, or an administrative claim with an administrative agency. The parties agree that the arbitration provided herein shall be conducted in or around Morristown, New Jersey, unless otherwise mutually agreed. The Company shall pay the cost of any arbitration brought pursuant to this paragraph, excluding, however, the cost of representation of Executive unless such cost is awarded in accordance with law or otherwise awarded by the arbitrators. Except as otherwise provided above, the arbitrator may award legal fees to the prevailing party in the arbitrator(s)’ sole discretion, provided
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that the percentage of fees so awarded shall not exceed 1% of the net worth of the paying party (i.e., the Company or Executive). Subject to Section 11 hereof, except as may be required by law, neither party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
(h)Effect of Other Law. Anything herein to the contrary notwithstanding, the terms of this Agreement shall be modified to the extent required to meet the provisions of the Sarbanes-Oxley Act of 2002, Section 409A, the Dodd-Frank Wall Street Reform and Consumer Protection Act or other law applicable to the employment arrangements between Executive and the Company. Any delay in providing benefits or payments or any failure to provide a benefit or payment shall not in and of itself constitute a breach of this Agreement; provided, however, that the Company shall provide economically equivalent payments or benefits to Executive to the extent permitted by law. Any request or requirement that Executive repay compensation that is required under the first sentence of this Section 17(h), or pursuant to a Company policy that is applicable to other executive officers of the Company and, shall not in and of itself constitute a breach of this Agreement.
(i)Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey applicable to contracts executed in and to be performed entirely within such State, without giving effect to the conflict of law principles thereof.
(j)No Conflicts. As a condition to the effectiveness of this Agreement, Executive represents and warrants to the Company that he is not a party to or otherwise bound by any agreement or arrangement (including, without limitation, any license, covenant, or commitment of any nature), or subject to any judgment, decree, or order of any court or administrative agency, that would conflict with or will be in conflict with or in any way preclude, limit or inhibit Executive’s ability to execute this Agreement or to carry out Executive’s duties and responsibilities hereunder. In the event that the Company determines that Executive’s duties hereunder may conflict with an agreement or arrangement to which Executive is bound, Executive shall be required to cease engaging in any such activities, duties or responsibilities (including providing supervisory services over certain subsets of the Company’s business operations) and the Company will take steps to restrict Executive’s access to, and participation in, any such activities. Any actions taken by the Company under this Section 17(j) to restrict or limit Executive’s access to information or provision of services shall not constitute Good Reason for purposes of Section 7(e) hereof.
(k)Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
18.Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, including, without limitation, any term sheets or other similar presentations.
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19.Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. Signatures transmitted via facsimile or PDF will be deemed the equivalent of originals.
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written, to be effective as of the Effective Date.
BAUSCH HEALTH COMPANIES INC.
By: /s/ THOMAS J. APPIO
Name: Thomas J. Appio
Title: Chief Executive Officer
EXECUTIVE
By: /s/ JEAN-JACQUES CHARHON
Name: Jean-Jacques Charhon
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EXHIBIT A
PRIOR INVENTIONS
PRIOR INVENTIONS
1. The following is a complete list of all Prior Inventions (as provided in Section 16(d) of the attached Employment Agreement):
2. Due to a prior confidentiality agreement, Executive cannot complete the disclosure under Section 1 above with respect to the Prior Inventions generally listed below, the duty of confidentiality with respect to which Executive owes to the following party(ies):
| Prior Invention | Party(ies) | Relationship | ||||||
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