bol10q207e10a.htm


    
      
        
          

        

      


      Exhibit
        (10)-a

      
 

      Execution
        Version

       

       

      June
        29,
        2007

       

       

      Stephen
        C.  McCluski

      10
        Grandhill Way

      Pittsford,
        NY  14534

      


      Dear
        Steve:

      


      This
        letter (this “Agreement”) summarizes the terms and conditions of your
        transition from Senior Vice President and Chief Financial Officer to Senior
        Vice
        President - Corporate Strategy and your subsequent retirement from Bausch
&
Lomb Incorporated (“Bausch & Lomb” or “the
        Company”).

      


      
        	
                 

              	
                1.

              	
                Your
                  responsibilities as Chief Financial Officer of Bausch & Lomb ceased
                  effective March 19, 2007.  As of March 19, 2007, you became
                  Senior Vice President - Corporate Strategy with responsibilities
                  as
                  outlined in Section 2 of this
                  Agreement.

              


      

      


      
        	
                 

              	
                2.

              	
                From
                  March 19, 2007 through June 30, 2007 (“Retirement Date”), you will
                  be Senior Vice President - Corporate Strategy of Bausch & Lomb,
                  providing input on strategic corporate issues and business development
                  and
                  such other services and assistance as the Company’s Chief Executive
                  Officer may reasonably request.  Your work in this capacity will
                  continue through the Retirement Date.  From March 19, 2007 to
                  the Retirement Date (the “Transition Period”), the terms and
                  conditions of your employment will continue, except as expressly
                  modified
                  by this Agreement.  You will not receive any increases or
                  decreases in your current base salary of $415,200 during the Transition
                  Period.  You will not earn or accrue vacation time after the
                  Retirement Date.  You will receive a lump sum payment for unused
                  vacation time at your current base salary in the first pay period
                  after
                  the Retirement Date.

              


      

      


      
        	
                 

              	
                3.

              	
                Your
                  consulting obligations:

              


      

      


      a.      You
        agree to serve in good faith as a consultant for Bausch & Lomb on an
        as-needed basis as determined by the Company’s Chief Executive Officer, and you
        agree to be available to Bausch & Lomb for such purpose during the period
        from the Retirement Date through the earliest of (i) January 4, 2008 or (ii)
        your death or physical or mental incapacity to provide services for more
        than 30
        consecutive days (the “Consulting Period”).  You will provide
        bona fide services which will be of an advisory nature, primarily focusing
        on
        strategic corporate issues and business development and such other services
        and
        assistance as the Company’s Chief Executive Officer may reasonably request
        consistent with your prior duties as Senior Vice President - Corporate Strategy
        of Bausch & Lomb.  The time required for such services shall not
        be less than sixty-six and two-thirds of the time required in your position
        as
        Senior Vice President - Corporate Strategy of Bausch & Lomb.  Your
        obligation to travel in connection with your consulting services will be
        reasonable and you will be provided with reasonable notice before any such
        travel is required.

      


      
        
          
          

        

        
          Page
            1

          
            

          

        

        
          
          

        

      

      b.      During
        the Consulting Period, you will be entitled to a monthly consulting fee of
        $150,000, payable on or about the 20th day of each month during the Consulting
        Period, plus reimbursement for the reasonable and necessary expenses incurred
        in
        connection with the performance of consulting services under this Section
        3 in
        accordance with the Company’s expense reimbursement policy (including
        presentment of appropriate documentation substantiating such
        expenses).

      


      c.      You
        understand that with respect to the consulting fee described in paragraph
        (b)
        above, you are responsible for the full reporting and payment of local, state
        and federal taxes and statutory benefits, including Social Security (FICA),
        workers compensation, disability, and unemployment insurance.  No
        deductions, withholding, or additional payments for such purposes will be
        made
        by Bausch & Lomb.  You will indemnify and hold Bausch & Lomb
        harmless with regard to any failure of you to fulfill your obligations with
        regard to such taxes or statutory benefits.  You further understand
        and agree that the services rendered by you pursuant to this Section 3 will
        be
        those of an independent consultant and not of an agent or employee of Bausch
        & Lomb and that you will not be eligible to participate in or entitled to
        receive any employee benefits from Bausch & Lomb as a result of the services
        rendered pursuant to this Section 3 (other than the continued use of a company
        automobile), even if subsequently determined by any court, the Internal Revenue
        Service or any other governmental agency to be a common law employee of Bausch
        & Lomb; provided, however, that the foregoing shall not affect your right to
        retiree medical benefits in accordance with the provisions of Section 10
        of this
        Agreement.

      


      
        	
                 

              	
                4.

              	
                During
                  the 12 month period beginning the day after the end of the Consulting
                  Period (such 12 month period shall be the “Severance Period”),
                  subject to the terms and conditions hereof, Bausch & Lomb will pay
                  (or, in the event of your death, your estate) you an amount equal
                  to a
                  pro-rata amount of your current base salary of $415,200 in cycled
                  bi-weekly payments, less deductions required by law.  During the
                  Severance Period, you will continue to receive benefits and perquisites
                  in
                  Section 9 as detailed below.  You expressly agree that, in view
                  of the other compensation and benefits granted to you under this
                  Agreement, your Severance Period will be the period determined
                  pursuant to
                  this paragraph, and you will not receive severance pay as described
                  in
                  Section 3 of the Corporate Officer Separation Plan.  In
                  consideration of the benefits set forth in this Agreement, you
                  hereby
                  waive any claims to any entitlements you may have under the Corporate
                  Officer Separation Plan and agree to accept the benefits provided
                  in this
                  Agreement in lieu of any entitlement to benefits you may have under
                  the
                  Corporate Officer Separation Plan.

              


      

      


      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                5.

              	
                In
                  2008, but in no event later than January 18, 2008, Bausch & Lomb will
                  make a lump sum severance payment to you (or, in the event of your
                  death,
                  your estate) which is in addition to the payments described in
                  Section 4
                  and which is equal to 12 months of your current base salary of
                  $415,200,
                  less deductions required by law.

              


      

       

      
        
          	
                   

                	
                  6.

                	
                  a.     
                    You will be eligible to receive a pro rata bonus under the Annual
                    Incentive Compensation Plan (“AICP”) for the period worked in 2007
                    up to the Retirement Date.  The amount of the bonus, if any,
                    will be based on performance against defined Company and business
                    unit
                    objectives and subject to final confirmation by the Compensation
                    Committee
                    of the Company’s performance at the level required to fund the bonus pool
                    for 2007 pursuant to the AICP.  Any earned bonus for 2007 will
                    be paid out in 2008 pursuant to the
                    AICP.

                


        

      

       

      b.      You
        will be eligible to receive your target bonus (75% of current base salary)
        under
        the AICP for 2008 subject to the Company’s performance at the level required to
        fund the bonus pool pursuant to the AICP; provided, however, that if a change
        in
        control occurs on or before the payment of such bonus, such bonus will be
        paid
        without regard to the Company’s performance.  Any bonus for 2008 will
        be paid out in 2009.  You hereby waive any claims to a bonus for any
        subsequent year under the AICP and agree to accept the arrangement set forth
        in
        this Agreement in lieu of any other entitlement you may have under the
        AICP.  Your participation in the AICP shall be governed at all times
        by the terms of the Bausch & Lomb AICP plan documents, except as expressly
        modified by this Agreement.

      


      
        	
                 

              	
                7.

              	
                You
                  will not be eligible to receive an “LTI” award under the Long-Term
                  Incentive Plan for 2006 or 2007.  You will not be eligible to
                  vest or otherwise participate in any subsequent awards under the
                  2003
                  Long-Term Incentive Plan.  Your participation in the 2003
                  Long-Term Incentive Plan shall be governed at all times by the
                  terms of
                  the Bausch & Lomb LTI plan documents, except as expressly modified by
                  this Agreement.

              


      

      


      
        	
                 

              	
                8.

              	
                Through
                  the Retirement Date, you will be eligible to vest in stock options
                  under
                  the Company’s 2003 Long-Term Incentive Plan, provided that all other
                  conditions to vesting of such options, as set forth in the stock
                  option
                  agreements covering such options, are satisfied.  The
                  Compensation Committee will also accelerate the vesting date for
                  one-third
                  of the stock option granted to you January 31, 2005 (option for
                  10,333
                  remaining unvested shares) to the Retirement Date.  All other
                  terms of such stock awards remain the same.  Following the
                  Retirement Date, you will not be eligible for any other vesting
                  in stock
                  options or restricted stock.  A listing of your stock options is
                  attached.  As a participant in the Company’s 1990 Stock
                  Incentive Plan who is retiring from the Company, you will have
                  three
                  months from the Retirement Date to exercise vested incentive stock
                  options
                  and five years from the Retirement Date to exercise non-qualified
                  stock
                  options unless such incentive stock option or non-qualified stock
                  option
                  grant expires pursuant to its terms at an earlier date.  As a
                  participant in the Bausch & Lomb 2003 Long-Term Incentive Plan who is
                  retiring from the Company, you have until the earlier of three
                  years from
                  the Retirement Date or the expiration of the end of the stated
                  term of the
                  option to exercise non-qualified stock options granted under the
                  Company’s
                  2003 Long-Term Incentive Plan.  Your participation in these
                  plans shall be governed at all times by the terms of the Bausch
& Lomb
                  1990 Stock Incentive Plan and the Bausch & Lomb 2003 Long-Term
                  Incentive Plan documents, as applicable.  In the event that you
                  are precluded from exercising and/or selling any of your vested
                  stock
                  options prior to the expiration dates of such stock options on
                  account of
                  any blackout period or the applicable Registration Statement on
                  Form S-8
                  not being current or otherwise effective, the Company will treat
                  you in
                  the same manner as it treats other similarly situated executives
                  of the
                  Company.

              


      

       

      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      

      
        
          	
                   

                	
                  9.

                	
                  Officer
                    perquisites will continue as
                    follows:

                


        

        


        a.      Financial
          Counseling.  Bausch & Lomb will provide you with $10,000 for
          financial planning expenses through December 31, 2007.  In addition,
          Bausch & Lomb will reimburse you for the reasonable legal expenses incurred
          in connection with the finalization of this Agreement.  In 2008, but
          in no event later than January 18, 2008, Bausch & Lomb will make a lump sum
          payment to you of $21,000 for additional financial planning
          expenses.  These payments are separate and apart from any
          indemnification payments to which you may be entitled.

        


        b.      Automobile.  Bausch
          & Lomb will continue the lease on your current automobile through the
          Retirement Date.  As soon as practicable after the end of the
          Consulting Period but in no event later than January 15, 2008, you will
          receive
          a lump sum payment in lieu of continued automobile lease payments of $21,600,
          less appropriate taxes and withholdings.  The car must then be either
          returned to Bausch & Lomb or the Company will assign the car lease to you
          without further obligation by the Company.

         

      

      
        	
                10.  
                  

                 

                 

              	
                After
                  the Retirement Date, you will be eligible to participate in the
                  retiree
                  medical program and the retiree life insurance program, and you
                  will be
                  eligible for COBRA coverage that allows you to continue your current
                  dental insurance at the full premium rates for up to an additional
                  18
                  months.  There is no COBRA eligibility for life
                  insurance.  Disability coverage ceases on the Retirement
                  Date.  There are no conversion rights for long-term
                  disability.  Upon your request, HR will provide you with more
                  information.

              


      

      


      
        	
                11.  
                  

              	
                You
                  are fully vested in the Bausch & Lomb Steady Growth Plan (“Steady
                  Growth Plan”), Benefits Restoration Plan (“Restoration Plan”)
                  and the Supplemental Executive Retirement Plan III
                  (“SERP”).  Within three months of your Retirement Date,
                  you will receive details on payout options under the Steady Growth
                  Plan,
                  the Restoration Plan, and SERP from our Corporate Benefits
                  Department.  You will also vest fully in Company stock awarded
                  to you under the Long-Term Equity Equivalent Accumulation Plan
                  which
                  vesting will be accelerated by the Committee to the Retirement
                  Date,
                  subject to execution of this Agreement.  Your participation in
                  these Plans shall be governed at all times by the terms of the
                  applicable
                  Bausch & Lomb plan documents.

              


      

      


      
        
          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

      

      
        	
                12.  
                  

              	
                On
                  the Retirement Date, all contributions to the 401(k) plan relating
                  to
                  periods on or after the Retirement Date will cease.  You may
                  leave your money in the Bausch & Lomb 401(k) Plan or elect a
                  distribution at any time after the Retirement Date.  Contact
                  Fidelity NetBenefits at www.401k.com or 1-800-835-5095 for account
                  information or to make any future transactions.  Your
                  participation in the 401(k) Plan shall be governed at all times
                  by the
                  terms of the Bausch & Lomb 401(k) Plan
                  document.

              


      

      


      
        	
                13.  
                  

              	
                You
                  will receive payment of your deferred compensation account per
                  your
                  previously filed elections in accordance with the Bausch & Lomb
                  Executive Deferred Compensation Plan.  Your participation in
                  this plan shall be governed at all times by the terms of the Bausch
&
                  Lomb Executive Deferred Compensation Plan document.  The
                  investment mix can be changed at any time prior to payout by accessing
                  the
                  website at www.mydeferral.com.  You will continue to receive
                  quarterly statements.  Please advise Corporate Compensation of
                  any address changes.

              


      

      


      
        	
                14.  
                  

              	
                In
                  consideration of the benefits to be provided to you in this Agreement
                  and
                  as part of your fiduciary obligations to Bausch & Lomb, you agree that
                  through the end of the Severance Period and for a period of one
                  year from
                  the end of the Consulting Period, you will not, directly or indirectly,
                  (a) compete with any business in which Bausch & Lomb or any of its
                  affiliates is currently engaged or actively developing, (b) solicit
                  or
                  hire any employee of Bausch & Lomb or any of its affiliates to work
                  for or on behalf of you or any business in which you serve as an
                  employee,
                  an officer, a director, an owner, a partner or a five percent (5%)
                  or more
                  shareholder, or (c) solicit any person who is a customer of a business
                  conducted by Bausch & Lomb or any of its affiliates.  For
                  purposes of this Agreement, the phrase “compete” shall include serving as
                  an employee, an officer, a director, an owner, a partner, a consultant
                  or
                  a five percent (5%) or more shareholder of any such business or
                  otherwise
                  engaging in or assisting another to engage in any such
                  business.  Without limiting the foregoing, Bausch & Lomb may
                  consider, on an as requested basis, modifications to your restrictions
                  on
                  competition where management of Bausch & Lomb believes the competitive
                  impact on Bausch & Lomb to be minimal or otherwise
                  manageable.

              


      

      


      
        	
                15.  
                  

              	
                As
                  a result of your employment and consultancy with Bausch & Lomb and as
                  a result of your position as an officer of Bausch & Lomb, you are
                  obviously privy to sensitive financial and strategic information,
                  as well
                  as trade secrets which are the confidential property of Bausch
& Lomb,
                  and other Company Information as defined below.  You affirm
                  that, at such time as you become a former officer of Bausch & Lomb,
                  you will continue to have a fiduciary obligation to maintain Company
                  Information in confidence and not to disclose it to others.  You
                  will have returned or will, as of the end of the Consulting Period,
                  immediately return to Bausch & Lomb all Company Information that is
                  capable of being returned, including client lists, files, software,
                  records, computer access codes, and instruction manuals which you
                  have in
                  your possession, and you agree not to keep any copies of Company
                  Information.  The term “Company Information” means: (i)
                  confidential information, including information received from third
                  parties under confidential conditions, and (ii) other technical,
                  marketing, business, strategic or financial information, or information
                  relating to personnel or former personnel of Bausch & Lomb, the use or
                  disclosure of which might reasonably be construed to be contrary
                  to the
                  interest of Bausch & Lomb; provided, however, that the term “Company
                  Information” shall not include any information (i) that is or became
                  generally known or available to the public other than as a direct
                  result
                  of a breach of this Section by you or any action by you prior to
                  the
                  Retirement Date which would have been a breach of your obligations
                  to
                  Bausch & Lomb in effect at such time, (ii) that you are required to
                  disclose in order to perform your duties hereunder, (iii) that
                  you are
                  required to disclose under a lawful order of a court of competent
                  jurisdiction, any governmental authority or agency, or any recognized
                  subpoena power (provided that you provide the Company with prior
                  notice of
                  the contemplated disclosure and cooperate with the Company at its
                  expense
                  in seeking a protective order or other appropriate protection of
                  such
                  information), or (iv) with respect to which disclosure is necessary
                  in
                  order to prosecute your rights hereunder or to defend yourself
                  against any
                  allegations.

              


      

      


      
        
          
          

        

        
          Page
            5

          
            

          

        

        
          
          

        

      

      
        	
                16.  
                  

              	
                In
                  addition to your consulting obligations under Section 3 of this
                  Agreement,
                  you agree to make yourself reasonably available to Bausch & Lomb (i)
                  for consultation during the Severance Period relating to work matters
                  and
                  (ii) at all reasonable times to respond to requests by Bausch & Lomb
                  for information concerning matters involving facts or events relating
                  to
                  Bausch & Lomb or any of its affiliates that may be within your
                  knowledge, and to assist Bausch & Lomb and its affiliates as
                  reasonably requested with respect to pending and future litigations,
                  arbitrations, other dispute resolutions, internal investigations
                  or
                  reviews, or other similar matters.  Bausch & Lomb will
                  reimburse you for your reasonable travel expenses and costs incurred
                  as a
                  result of your assistance under this Section.  As you know, the
                  bylaws of Bausch & Lomb provide for your indemnification, to the
                  fullest extent authorized or permitted by law, in the event there
                  are
                  claims against you arising out of your actions while an officer
                  of Bausch
                  & Lomb.  The bylaws also provide for the advancement of
                  expenses incurred in defending any proceeding in advance of its
                  final
                  disposition.  This Agreement is not intended to modify or limit
                  those rights in any manner.  In addition, the Company shall
                  indemnify you for any claims arising out of your actions as a consultant
                  during the Consulting Period to the same extent that the Company
                  would
                  indemnify a senior executive officer of the Company under the bylaws
                  of
                  Bausch & Lomb.  Such rights shall continue after your
                  termination of employment and during the Consulting Period and
                  at all
                  times thereafter to the extent that any such claim or proceeding
                  arises
                  out of your actions while an officer of Bausch & Lomb and/or in your
                  capacity as a consultant under this Agreement.  In addition,
                  Bausch & Lomb will provide you with the same directors and officers
                  insurance coverage that is provided to all senior executive officers
                  of
                  Bausch & Lomb from time to time while potential liability exists (but
                  for no longer than six years following the end of the Consulting
                  Period).

              


      

      


      
        
          
          

        

        
          Page
            6

          
            

          

        

        
          
          

        

      

      
        	
                17.  
                  

              	
                By
                  accepting the package set forth in this Agreement, and except as
                  to the
                  obligations of Bausch & Lomb set forth in this Agreement and under
                  Bausch & Lomb benefit plans, you, for yourself and your heirs,
                  administrators, representatives, and assigns (collectively, the
                  “Releasors”) hereby release and discharge Bausch & Lomb, and
                  its former and current affiliates, agents, directors and employees
                  and
                  their successors and assigns (collectively, the “Releasees”), from
                  any and all claims, causes of action, liability, damages and/or
                  losses of
                  whatever kind or nature, in law or equity, known or unknown, which
                  the
                  Releasors ever had, now have, or may have in the future against
                  the
                  Releasees from the beginning of time through the date this Agreement
                  is
                  countersigned by you, arising directly or indirectly out of your
                  employment by Bausch & Lomb or as a result of your separation from
                  employment, including, but not limited to, any and all claims arising
                  under any local, state or federal employment discrimination law,
                  including
                  but not limited to the Age Discrimination in Employment Act, the
                  Older
                  Workers’ Benefits Protection Act (“OWBPA”), Title VII of the Civil
                  Rights Act of 1964, the Americans with Disabilities Act, and the
                  New York
                  Human Rights Law.  However, nothing in this release will
                  preclude you from filing a claim that challenges the validity of
                  this
                  release under the OWBPA.  In addition, as a condition to
                  receiving the severance benefits detailed in this Agreement, you
                  agree to
                  execute the attached supplemental release (“Supplemental Release”),
                  within 21 days after the end of the Consulting Period, thereby
                  releasing
                  all claims that may arise between the date this Agreement is countersigned
                  by you and the end of the Consulting Period.  Should you fail to
                  execute the Supplemental Release, Bausch & Lomb shall have the right
                  to discontinue payments and benefits under Sections 4 and 5 and
                  the
                  remainder of this Agreement shall remain in full force and
                  effect.

              


      

      


      
        	
                18.  
                  

              	
                You
                  understand that you should consult with your attorney prior to
                  the
                  execution of this Agreement and have been given a reasonable opportunity
                  to do so.  You acknowledge that you understand the contents of
                  this Agreement and that this Agreement is entered into freely and
                  voluntarily and that it is not predicated on or influenced by any
                  representations of Bausch & Lomb or any of its
                  employees.

              


      

      


      
        	
                19.  
                  

              	
                You
                  acknowledge you have been afforded 21 days to review and consider
                  this
                  Agreement; and that such period was a reasonable period of time
                  for you to
                  do so.

              


      

      


      
        	
                20.  
                  

              	
                You
                  understand that you may revoke this Agreement at any time within
                  seven
                  days of the execution hereof, and that this Agreement will not
                  become
                  effective or enforceable until the expiration of that
                  period.

              


      

      


      
        	
                21.  
                  

              	
                You
                  understand that nothing in this Agreement prevents you from filing
                  a
                  charge (including a challenge to the validity of this Agreement)
                  with the
                  Equal Employment Opportunity Commission (the “EEOC”) or
                  participating in any investigation or proceeding conducted by the
                  EEOC.  However, you understand and agree that you are waiving
                  any right to monetary or other individual relief as a result of
                  any such
                  EEOC proceedings or any subsequent legal action brought by the
                  EEOC or
                  anyone else on your behalf.

              


      

      


      
        
          
          

        

        
          Page
            7

          
            

          

        

        
          
          

        

      

      
        	
                22.  
                  

              	
                Except
                  as provided for in this Agreement, the compensation and benefits
                  arrangements set forth in this Agreement supersede any other agreement
                  between you and Bausch & Lomb, and are in lieu of any rights or claims
                  that you may have with respect to severance or other benefits under
                  the
                  Corporate Officer Separation Plan, the Change in Control Employment
                  Agreement dated as of March 1, 1994 between you and the Company,
                  or any
                  other form of remuneration from Bausch & Lomb and its affiliates,
                  other than benefits under any tax-qualified employee pension benefit
                  plans
                  subject to the Employee Retirement Income Security Act of 1974,
                  as amended
                  or as otherwise required by applicable
                  law.

              


      

      


      
        	
                23.  
                  

              	
                Except
                  as required by law or regulation, neither you nor Bausch & Lomb will
                  disclose or discuss the terms of this Agreement; provided, that
                  you may
                  disclose such terms to your financial and legal advisors and your
                  spouse,
                  if applicable, and Bausch & Lomb may disclose such terms to selected
                  employees, advisors and affiliates on a “need to know” basis, each of whom
                  shall be instructed by you and Bausch & Lomb, as the case may be, to
                  maintain the terms of this Agreement in strict confidence in accordance
                  with the terms hereof.  Bausch & Lomb may also disclose the
                  terms of this Agreement as required by applicable law or
                  regulations.  You may also disclose the content of your
                  non-compete commitment to prospective employers, as needed.  You
                  may also disclose the terms of this Agreement to the extent necessary
                  to
                  prosecute your rights under this Agreement or to defend yourself
                  against
                  any allegations arising under this
                  Agreement.

              


      

      


      
        	
                24.  
                  

              	
                By
                  this Agreement, you are resigning from all positions and offices
                  held by
                  you in Bausch & Lomb’s subsidiaries and affiliates.  You
                  agree that you will, when asked, execute such further instruments
                  and
                  documents as are necessary to effect this resignation as to all
                  such
                  Bausch & Lomb subsidiaries and
                  affiliates.

              


      

      


      
        	
                25.  
                  

              	
                You
                  represent and acknowledge that, in executing this Agreement, you
                  have not
                  relied upon any representation or statement made by Bausch & Lomb or
                  not set forth herein.  This Agreement may not be amended,
                  modified, terminated, or waived in any part, except by a written
                  instrument signed by the parties.

              


      

      


      
        	
                26.  
                  

              	
                All
                  payments made to you under this Agreement will be reduced by, or
                  you will
                  otherwise pay, all applicable income, employment and other taxes
                  required
                  to be withheld on such payments.

              


      

      


      
        	
                27.  
                  

              	
                The
                  invalidity or unenforceability of any provision will not affect
                  the
                  validity or enforceability of any other provision of this
                  Agreement.  The terms of this Agreement are
                  severable.  If any paragraph, provision or part of this
                  Agreement is found to be unenforceable by a tribunal of competent
                  jurisdiction, that paragraph, provision or part shall be treated
                  as if it
                  were deleted and the remaining provisions shall remain in full
                  force and
                  effect.  The parties agree that in construing this provision,
                  any tribunal of competent jurisdiction shall deem the unenforceable
                  paragraph, provision or part deleted to the minimum extent possible,
                  thereby saving to the greatest extent possible all paragraphs,
                  provisions
                  and parts or this Agreement.

              


      

      


      
        
          
          

        

        
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            8

          
            

          

        

        
          
          

        

      

      
        	
                28.  
                  

              	
                Nothing
                  contained in this Agreement shall be construed in any way as an
                  admission
                  by you or Bausch & Lomb of any act, practice or policy of
                  discrimination or breach of contract either in violation of applicable
                  law
                  or otherwise.  Nothing contained in this Agreement shall be
                  construed as an admission by you that you have acted improperly
                  or failed
                  to perform your duties.

              


      

      


      
        	
                29.  
                  

              	
                This
                  Agreement shall be governed by and construed in accordance with
                  the laws
                  of the State of New York, without regard to the principles of conflicts
                  of
                  law thereof, to the extent not superseded by applicable federal
                  law.  The parties hereto hereby agree that any dispute
                  concerning formation, meaning, applicability or interpretation
                  of this
                  Agreement shall be submitted to the jurisdiction of the courts
                  of the
                  State of New York (including federal courts in the State of New
                  York), and
                  venued in Monroe County, New York, and further agree that no other
                  state
                  shall have jurisdiction over such
                  matters.

              


      

      


      
        	
                30.  
                  

              	
                You
                  acknowledge and agree that Bausch & Lomb’s remedy at law for any
                  breach of your obligations under Sections 14, 15 and 23 of this
                  Agreement
                  would be inadequate and agree and consent that temporary and permanent
                  injunctive relief may be granted in any proceeding that may be
                  brought to
                  enforce any provision of this paragraph without the necessity of
                  proof of
                  actual damage or posting any bond.  With respect to any
                  provision of Sections 14, 15 and 23 of this Agreement finally determined
                  by a court of competent jurisdiction to be unenforceable, you and
                  Bausch
                  & Lomb hereby agree that such court shall have jurisdiction to reform
                  this Agreement or any provision hereof so that it is enforceable
                  to the
                  maximum extent permitted by law, and you and Bausch & Lomb agree to
                  abide by such court’s
                  determination.

              


      

      


      
        	
                31.  
                  

              	
                This
                  Agreement may not be assigned by either party, whether by operation
                  of law
                  or otherwise, except that any right, title or interest of the Company
                  arising out of this Agreement may be assigned by the Company to
                  any
                  corporation or entity controlling, controlled by, or under common
                  control
                  with the Company.  This Agreement is binding upon and will inure
                  to the benefit of the parties and their respective heirs, legatees,
                  devisees, personal representatives, successors and
                  assigns.

              


      

      


      
        	
                32.  
                  

              	
                At
                  the end of the Consulting Period, you will be under no obligation
                  to seek
                  other employment and there shall be no offset against any amounts
                  due to
                  you under this Agreement on account of any remuneration attributable
                  to
                  any subsequent employment that you may obtain.  In addition,
                  Bausch & Lomb’s obligation to make the payments provided for in this
                  Agreement and otherwise to perform its obligations hereunder shall
                  not be
                  affected by any circumstances, including, without limitation, any
                  set-off,
                  counterclaim, recoupment, defense or other right that Bausch & Lomb
                  may have against you.

              


      

      


      
        
          
          

        

        
          Page
            9

          
            

          

        

        
          
          

        

      

      
        	
                33.  
                  

              	
                The
                  intent of the parties is that payments and benefits under this
                  Agreement
                  comply with Section 409A of the Internal Revenue Code of 1986,
                  as amended,
                  and the regulations and guidance promulgated thereunder, and the
                  Company
                  acknowledges and agrees that it will take a tax reporting position
                  consistent with such
                  intent.

              


      



      


      If
        the
        terms and conditions are agreeable to you, please indicate your acceptance
        of
        the above in the space provided below and return the enclosed copy to
        me.

      


      Sincerely,

      


      


      /s/
        David R. Nachbar

      David
        R.  Nachbar

      


      Agreed
        to
        this 29th day of June, 2007.

       

      /s/
        Stephen C. McCluski

      Stephen
        C.  McCluski


      
        
          
          

        

        
          Page
            10

          
            

          

        

        
          
          

        

      


      Supplemental
        Release

      


      


      I,
        Stephen C.  McCluski, in consideration of the payments and benefits
        set forth in the attached Agreement, do hereby agree as follows:

      


      1.           By
        accepting the package set forth in the attached Agreement, and except as
        to the
        obligations of Bausch & Lomb set forth in the attached Agreement and under
        Bausch & Lomb benefit plans, I, for myself and my heirs, administrators,
        representatives, and assigns (collectively, the “Releasors”) hereby
        release and discharge Bausch & Lomb, and its former and current affiliates,
        agents, directors and employees and their successors and assigns (collectively,
        the “Releasees”), from any and all claims, causes of action, liability,
        damages and/or losses of whatever kind or nature, in law or equity, known
        or
        unknown, which the Releasors ever had, now have, or may have in the future
        against the Releasees from the beginning of time through the end of the
        Consulting Period, arising directly or indirectly out of my employment by
        Bausch
& Lomb or as a result of my separation from employment, including, but not
        limited to, any and all claims arising under any local, state or federal
        employment discrimination law, including but not limited to the Age
        Discrimination in Employment Act, the Older Workers’ Benefits Protection Act,
        Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
        Act,
        and the New York Human Rights Law.  Further, I understand that nothing
        in this Supplemental Release shall preclude me from filing a claim that
        challenges the validity of this Supplemental Release under the
        OWBPA.

      


      2.           I
        understand that I should consult with an attorney prior to the execution
        of this
        Supplemental Release and I have been given a reasonable opportunity to do
        so.  I acknowledge that I understand the contents of this Supplemental
        Release and that this Supplemental Release is entered into freely and
        voluntarily and that it is not predicated on or influenced by any
        representations of Bausch & Lomb or any of its employees not contained in
        the attached Agreement.

      


      3.           I
        acknowledge that I fully understand and agree that this Supplemental Release
        may
        be pleaded by Bausch & Lomb and the other Releasees as a complete defense to
        any claim or entitlement to monetary or individual relief which may be asserted
        by me, or on my behalf, in any suit, claim, or proceeding against Bausch
&
Lomb, or the other Releasees, concerning any matter occurring up to and
        including the date of the execution of this Supplemental Release.

      


      4.           I
        acknowledge that I have been afforded 21 days to review and consider this
        Supplemental Release, and that such period was a reasonable period of time
        for
        me to do so.

      


      5.           I
        understand that I may revoke this Supplemental Release at any time within
        seven
        days of execution hereof, and that the Supplemental Release will not become
        effective, or enforceable until the expiration of that period.

      


      
        
          
          

        

        
          Page
            11

          
            

          

        

        
          
          

        

      

      6.           I
        understand that nothing in this Supplemental Release prevents me from filing
        a
        charge (including a challenge to the validity of this Supplemental Release)
        with
        the Equal Employment Opportunity Commission (the “EEOC”) or participating
        in any investigation or proceeding conducted by the EEOC.  However, I
        understand and agree that I am waiving any right to monetary or other individual
        relief as a result of any such EEOC proceedings or any subsequent legal action
        brought by the EEOC or anyone else on my behalf.

      


      7.           All
        capitalized terms contained in this Supplemental Release shall, for the purposes
        hereof, have the same meaning ascribed to them in the attached
        Agreement.

      


      /s/
        Stephen C. McCluski________

      Stephen
        C. McCluski

       


      
        
          
          

        

        
          Page
            12