BAUSCH & LOMB INCORPORATED



Bausch & Lomb Incorporated

ANNUAL INCENTIVE COMPENSATION PLAN



	
I.
	
Introduction.

	 	
The Bausch & Lomb Incorporated Annual Incentive Compensation Plan (the "Plan") is established to create effective incentives for managers of Bausch & Lomb Incorporated (the "Company") to set and achieve objectives that are designed to enhance business performance and increase shareholder value. The Plan is also designed to provide competitive levels of compensation to enable the Company to attract and retain managers who are able to exert a significant impact on the value of the Company for its shareholders.

	
II.
	
Plan Participants.

	 	
Employees of the Company who are in the mid-management band and above and are selected to participate in the Plan are eligible to participate in the Plan ("Participants").

	
III.
	
Definitions. Capitalized terms not otherwise defined when used in this Plan shall have the following meanings.

	 	
A.     "Approved Incentive Award" or "Bonus". An Approved Incentive Award or 

         Bonus is the incentive which has been approved in accordance with this Plan to

         be paid by the Company to the Participant.



        Approved Incentive Awards can vary from 0% for unacceptable performance to 

        a maximum of 200% of Standard Incentive Award for outstanding performance 

        depending on Company, Operating Unit and individual performance, as set forth 

        herein.

	 	
B.    "Bonus Pool" shall have the meaning set forth in Section VI.A.1.

	 	
C.    "Committee" means the Committee on Management of the Company's Board of

        Directors.

	 	
D.    "Local Driver" A Local Driver is a team or individual performance measure 

        which is established in accordance with guidelines issued by the Corporate Vice 

        President - Human Resources, and approved by the immediate manager of the 

        individual or team to whom the measure applies and that person's immediate 

        manager, as further defined in Article IV B hereof.

	 	
E.    "Operating Unit Driver". An Operating Unit Driver is a performance target for 

        one or more of the Company's geographic regional businesses (e.g. Americas; 

        Asia; Europe, Middle East and Africa) or functional centers (Research 

        Development & Engineering; Global Supply Chain), which is established early 

        in a Plan Year with approval from the relevant Operating Unit head, the 

        Corporate Vice President - Human Resources, the Senior Vice President and 

        Chief Financial Officer and the Chief Executive Officer, as further defined in 

        Article IV B hereof.

	 	
F.    "Plan Year" means each one year period coincident with a fiscal year of the 

        Company.

	 	
G.    "Standard Incentive Award". A Standard Incentive Award based upon 

        achievement of target performance goals has been established by position or job 

        band and is expressed as a percentage of period salary (i.e., eligible base salary 

        earnings for the year). Appendix A sets forth Standard Incentive Awards 

        according to position and job band.

	 	
H.    "Standard Incentive Funding" is the Bonus Pool funding of Standard Incentive 

        Awards for all Participants in a particular group or Operating Unit

	 	
I.     "stretch goal".  Defined in Article V.

	 	
J.     "target goal".  Defined in Article V.

	 	
K.    "threshold goal".  Defined in Article V.

	 	
L.    "Total Company Driver". A Total Company Driver is a performance target set 

        for the Company as a whole, which is established early in a Plan Year with 

        approval by the Committee, as further defined in Article IV B hereof.

	
IV.
	
Performance Measurement

	 	
A.    Each Plan Year, the Company and each Operating Unit and eligible Participant 

        will set drivers in accordance with this Plan. These will be applied for Incentive         Plan purposes either to fund a Bonus Pool (as to Total Company and Operating 

        Unit Drivers) or to allocate a Bonus Pool among Participants.

	 	
B.    Total Company, Operating Unit and Local Drivers will be set early in the Plan 

        Year in which performance is to occur. Total Company performance will be 

        evaluated based on Total Company Drivers which are set with approval from the 

        Committee. Operating Unit Drivers for commercial business units shall be based 

        on objective identifiable measures of business performance, including, for 

        example, sales and operating earnings, return on assets/equity and cash flow.  

        Operating Unit Drivers for units other than commercial business units (e.g., 

        RD&E, Global Supply Chain) shall be based on deliverables required to meet 

        annual plan and longer term objectives, including, for example, cost 

        containment, cost improvement, product launch, product quality and cash flow 

        goals. All Operating Unit Drivers shall be approved by the relevant Operating 

        Unit head as well as the Vice President- Human Resources, Senior Vice 

        President and Chief Financial Officer, and the Chief Executive Officer.



        Company and Operating Unit Drivers will be assigned a weighting for Bonus 

        Pool funding purposes. (Bonus Pool funding is described further under Section 

        VI of this Plan). The weighting of Company and Operating Unit Drivers will be 

        approved by the Committee at the time Company Drivers are approved. 2002 

        Annual Incentive Plan weightings for Bonus Pool Funding are set forth in 

        Appendix B hereto.



        Local Drivers will be team or individual measures which will, where possible, 

        impact the Operating Unit Drivers and ultimately the Total Company Drivers. 

        Local Drivers shall be set in accordance with guidelines issued by the Vice 

        President-Human Resources, and shall be approved by the immediate manager 

        of the individual or team to whom the measure applies, and that person's 

        immediate manager (i.e., a "one-over-one" approval).

	
V.
	
Threshold, Target and Stretch Goals

	 	
All Drivers (Total Company, Operating Unit, and Local) will be set with a "target" goal, a "stretch" goal and a "threshold" goal. Achievement of the "target" goal should reflect performance which is in line with expected performance, and which supports expected Company performance. "Stretch" goals should assume performance well in excess of that required to achieve the target goal, while "threshold" goals should define a minimum level of performance warranting payment of any Bonus. "Stretch" and "threshold" goals must be approved with respect to each Driver at the same time and in the same manner that the respective Driver is approved.

	
VI.
	
Bonus Calculation

	 	
A.    The amount of an individual Participant's Approved Incentive Award (or 

        Bonus) in any Plan Year is determined as follows:

	 	
        1.     A Bonus Pool for Corporate Officers who do not have direct Operating 

                Unit management responsibility, Corporate Staff and for each Operating 

                Unit (including Corporate Officers who manage such Operating Unit (or 

                within such Operating Unit)) will be calculated and funded based on a 

                factor taking into account (a) Standard Incentive Funding within the 

                Operating Unit or Staff and (b) performance against Company Drivers and, 

                where applicable, Operating Unit Drivers. Where an Operating Unit has 

                multiple Operating Unit Drivers, performance will be assessed based on 

                aggregate achievement against all Drivers on a weighted average basis in 

                accordance with guidelines established by the Corporate Vice President - 

                Human Resources.

	 	
        2.     The Bonus Pool which is so determined shall then be allocated among the 

                individual participants within a group (Corporate Officers or Corporate 

                Staff) or Operating Unit based upon achievement by the members of that 

                group or Operating Unit against Local Drivers. The total of Annual 

                Incentive Awards with respect to a group or Operating Unit shall not 

                exceed the Bonus Pool for such group or Operating Unit.

	 	
        3.     The Approved Incentive Award is equal to the Standard Incentive Award                 as adjusted up or down based on the extent to which the relevant Bonus 

                Pool is funded based on an assessment of performance against Local 

                Drivers. Assessment of performance against Local Drivers shall be in 

                accordance with guidelines issued by the Vice President, Human 

                Resources, and shall be subject to discretionary upward or downward 

                modification in accordance with such guidelines.

	 	
        4.    Where performance against Company or Operating Unit Drivers meets or

                exceeds the "stretch goal" established with respect to that Driver, the 

                calculation of the funded Bonus Pool which is attributable to that Driver 

                shall be 200% of the Standard Incentive Funding. This is the maximum 

                extent of Bonus Pool Funding. Conversely, where performance against a 

                Company or Operating Unit Driver meets the "threshold goal" established 

                with respect to that Driver, the calculation of the funded Bonus Pool which 

                is attributable to that Driver shall be 50% of the Standard Incentive 

                Funding. Any lesser performance will result in no Bonus Pool Funding 

                with respect to the Driver in question.

	 	
        5.    Where actual performance on a particular Driver falls between "threshold", 

                "target" and "stretch" goals, the Bonus Pool Funding which is attributable 

                to that Driver shall be calculated on a pro-rata basis with respect to the 

                payouts set for achievement of goals (50%, 100%, and 200%) depending 

                on where performance lies between such goals.

	 	
B.    Bonus Pool Funding may be modified as a result of the following:

	 	
        1.     Performance against Company or Operating Unit Drivers may be modified 

                by the Committee up to ±25% based on the Committee's overall 

                assessment of the manner in which such performance was achieved or, with 

                respect to Operating Unit performance, relative contribution to Total 

                Company Performance.

	 	
        2.     In addition, Bonus Pool Funding for a group or Operating Unit may be 

                modified by up to ±25% by the Chief Executive Officer, in his sole 

                discretion, to reflect a group's or Operating Unit's relative contribution to

                Total Company performance, provided that such modification shall not 

                have the effect of increasing the total Funded Bonus Pool for the Company

                as a whole beyond the level approved by the Committee.

	 	
        3.     Any modification to the Chief Executive Officer's Approved Incentive 

                Award shall be approved by the Committee.

	 	
C.     An individual Participant's Approved Incentive Award shall be determined 

         based upon relevant performance against Local Drivers, which will allow for 

         allocation to the Participant of a portion of the funded Bonus Pool of such 

         Participant's group or Operating Unit. Assessment of performance against Local 

         Drivers shall be in accordance with guidelines issued by the Vice President, 

         Human Resources, and shall be subject to discretionary upward or downward 

         modification in accordance with such guidelines. Approved Incentive Awards 

         may vary above or below the targeted level (from 0% to 200%) based on 

         evaluation of his or her performance against Local Drivers. However, the total 

         of all Bonuses within each group or Operating Unit cannot exceed 100% of the 

         funded Bonus Pool as to such group or Operating Unit.

	
VII.
	
Change in Status During Plan Year

	 	
A.     New Hires and Promotions

	 	
        1.     A newly hired or recently promoted employee of the Company who is a 

                Participant in the Plan for at least six months of his/her first Plan Year will 

                be eligible for a Bonus which is based on salary paid during the partial Plan 

                Year after the effective date of hire or promotion, as the case may be.

	 	
        2.     A newly hired or recently promoted employee of the Company who is a 

                Participant for less than six months in his/her initial Plan Year will be 

                eligible for a Bonus for a portion of that Plan Year after the effective date 

                of hire or promotion, as the case may be, only if the terms of such partial 

                Plan Year bonus are agreed to in writing between the Participant and the 

                Company at the time of hire. These arrangements must be approved in 

                writing in advance by Corporate Vice President Human Resources and 

                normal one-over-one approval matrix.

	 	
B.     Transfers.

	 	
        1.     Where a Participant transfers from one Operating Unit or group to another 

                during a Plan Year, the Bonus for the Plan Year in which the transfer 

                occurs will be based on Bonus Pool Funding as to the particular Operating 

                Unit or group in which the Participant worked for the majority of the Plan 

                Year, or as otherwise approved by the Corporate Vice President Human 

                Resources.

	 	
C.    Terminations.

	 	
        1.     A Participant who terminates voluntarily from the Company during a Plan 

                Year will not be eligible for any bonus for that Plan Year.

	 	
        2.     In cases of involuntary termination due to death, disability, reduction in 

                work force, or the sale or closing of a plant or business unit before

                completion by the Participant of at least six months service as an eligible 

                Participant during the Plan Year, such Participant will not be eligible for 

                any Bonus for that Plan Year. In cases of involuntary termination due to 

                death, disability, reduction in work force, or the sale or closing of a plant or 

                business unit after completion by the Participant of at least six months 

                service as an eligible Participant during the Plan Year, a pro rata Bonus will 

                be calculated and paid in accordance with the Plan.

	 	
        3.     A Participant who is terminated during a Plan Year involuntarily for any 

                other reason will not be eligible for any Bonus for the Plan Year in which 

                termination occurs.

	 	
D.    Leave of Absence.

	 	
        An employee whose status as an active employee is changed during a Plan Year 

        as a result of a leave of absence may, at the discretion of the Committee, be 

        eligible for a pro rata Bonus determined in the same way as in Subsection VII A.

	 	
E.     Demotions

	 	
        1.     An employee who is transferred into a non-eligible group of employees 

                after having served six months during the Plan Year shall be paid a pro-rata 

                Bonus determined in the same manner as in Subsection VII A.

	 	
        2.     An employee who is transferred into a non-eligible group of employees 

                prior to having served six months during the Plan Year in an eligible group 

                of employees shall not be entitled to a Bonus.

	 	
        3.     Where an employee is transferred into a lower band position within a Plan 

                Year, such employee's Standard Incentive Award percentage shall be based 

                on the band or position in which the employee spent the majority of the 

                Plan Year.

	
VIII.
	
Change of Control.

	 	
Notwithstanding any other provision of this Plan, a special incentive bonus shall be paid to Participants if there is a change in control of the Company during the Plan Year.

1.

	 	
The amount of the special incentive bonus shall equal the greater of (a) the Bonus based upon "target" performance without regard to any other calculations under the Plan, prorated where applicable, through the date of termination of the Participant's employment where it is terminated involuntarily other than for good cause, or (b) the Bonus which would be payable to the Participant based on results for the full Plan Year, prorated where applicable, through the date of termination of the Participant's employment where it is terminated involuntarily other than for good cause, as applicable.

A change of control of the Company is defined as follows:



     (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company), (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Section are satisfied; or



     (b) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or



     (c) Approval by the shareholders of the Company of a reorganization, merger, binding share exchange or consolidation, in each case, unless, following such reorganization, merger, binding share exchange or consolidation, (i) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger, binding share exchange or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, binding share exchange or consolidation, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such reorganization, merger, binding share exchange or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger, binding share exchange or consolidation, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, binding share exchange or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, binding share exchange or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, binding share exchange or consolidation; or



     (d) Approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Company and any employee benefit plan (or related trust) of the Company or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Company.

	
IX.
	
Miscellaneous

	 	
A.     Amendments. The Committee shall have the right to modify or amend this Plan 

        from time to time, or suspend it or terminate it entirely; provided that no such 

        modification, amendment, suspension, or termination may, without the consent 

        of any affected Participants (or beneficiaries of such Participants in the event of 

        death), reduce the rights of any such Participants (or beneficiaries, as applicable) 

        to a payment or distribution already payable under Plan terms in effect prior to 

        such change.

	 	
B.     Role of the Committee. (i) Interpretation of the Plan. Any decision of the 

        Committee with respect to any issue concerning individuals selected as 

        Participants, the amount, terms, form and time of payment of bonuses, and 

        interpretation of any Plan guideline, definition, term or requirement shall be 

        final and binding.



        (ii) Administration. The Committee has designated the Corporate Vice President 

        Human Resources to control and manage the operation and administration of the 

        Plan. The Corporate Vice President Human Resources shall administer the Plan 

        in accordance with its terms and shall have all powers necessary to carry out the 

        provisions of the Plan, except such powers as are specifically reserved to the 

        Committee or some other person. These powers include the power to make and 

        publish such rules and regulations as he or she may deem necessary to carry out 

        the provisions of the Plan.



        (iii) Adjustment to Drivers. If any event occurs during a performance period 

        which requires changes to preserve the incentive features of this Plan, the 

        Committee may make appropriate upward or downward adjustments in the 

        specified performance levels.

	 	
C.    Right to Continued Employment; Additional Awards. Participation in the Plan 

        or the receipt of a bonus under the Plan shall not give the recipient any right to 

        continued employment (such employment shall be "at will"), and the right and 

        power to dismiss any employee is specifically reserved to the Company. In 

        addition, the receipt of a bonus with respect to any Plan Year shall not entitle the 

        recipient to any bonus with respect to any subsequent Plan Year, except as 

        expressly provided in the Plan.

	 	
D.    Withholding Taxes. The Company shall have the right to deduct from all 

        payments under this Plan any Federal or state taxes required by law to be 

        withheld with respect to such payments.

	 	
E.     Deferred Compensation. Participants may elect to defer all or part of a Bonus in 

        accordance with the procedures set forth in the Company's Executive Deferred 

        Compensation Plan.

	 	
F.     Interaction with Management Incentive Compensation Plan. Amounts payable 

        under this Plan shall be offset against amounts actually paid to a Participant 

        under the Bausch & Lomb Incorporated Management Incentive Compensation 

        Plan, dated as of January 1, 1998.

	 	
G.    Governing Law. This Plan shall be construed in accordance with and governed 

        by the laws of the State of New York.

	 	
BAUSCH & LOMB INCORPORATED







By:   /s/ Ian Watkins                                

	 	
Ian Watkins                                     

Corporate Vice President                 

Human Resources                            

Dated: March 25, 2002                    






 

 
APPENDIX LIST


 

 





	
Appendix A
	
-
	
STANDARD INCENTIVE TABLE



	
Appendix B
	
-
	
2002 INCENTIVE WEIGHTINGS







 
APPENDIX A


 







STANDARD INCENTIVE AWARD


 

 

	
BAND/GRADE
	
STANDARD INCENTIVE AWARD (AS A % OF BASE SALARY)

	

 

 

NON-OFFICERS:

	 
	
MM/T
	
15%

	 	 
	
EXEC
	
30%

	 	 
	
SR. EXEC
	
35%

	 	 
	

 

OFFICERS*:
	 
	 	 
	
*Standard incentive levels will range from 37% to 100% of base salary, depending on position, as approved at the beginning of each Plan Year by the Committee on Management of the Board of Directors.





 

 

 



Appendix B


Bonus Pool Funding


 

	 	
 

Total Company
	


Operating Unit

	
Corporate Officers

	
100%
	
--

	
Corporate Staff

	
100%
	
--

	
Global Supply Chain:

	
75%
	
25%

	
Global RD&E:

	
75%
	
25%

	
Regional/Commercial:

	
75%
	
25%