exv10w1






Exhibit 10.1




AMENDMENT

TO

EXECUTIVE EMPLOYMENT AGREEMENT




     AMENDMENT, dated as of November 30, 2009 (the “Amendment”), between Valeant
Pharmaceuticals International (the “Company”) and J. Michael Pearson (the
“Executive”).



RECITALS




     WHEREAS, the Company and Executive previously entered into that certain Executive Employment
Agreement, dated as of February 1, 2008 (the “Effective Date”), which sets forth the terms
and conditions of Executive’s employment with the Company (the “Employment Agreement”);



     WHEREAS, the Company and Executive desire to amend the Employment Agreement as set forth
herein; and



     WHEREAS, Section 14(g) of the Employment Agreement provides that the Employment Agreement may
be amended pursuant to a written agreement between Executive and the Company.



     NOW, THEREFORE, the Company and Executive hereby agree that, effective as of the date set
forth above, the Employment Agreement shall be amended as follows:



     A. Section 1. Term. The definition of “Employment Term” in Section 1 is hereby
amended so that the Employment Term shall end on February 1, 2014.



     B. Section 3(a). Base Salary. The definition of “Base Salary” in Section 3(a) is
hereby amended to be $1,000,000 until December 31, 2009, and $1,500,000 commencing January 1, 2010.



     C. Section 3(b). Performance Bonus. Section 4(b) is hereby amended to add new
subsection (iv) to read as follows:




     “(iv) In connection with the amendment of the Agreement to extend the
Employment Term through February 1, 2014 and to extend past such date the
ability of Executive to sell Shares that Executive receives under options
and restricted stock units net of withholding taxes, the Company shall pay
to Executive a $1 million cash bonus, which shall be paid to Executive no
later than December 31, 2009.”



     D. Section 4(b). Time-Based Stock Options.




     (1) Subsection (iii) of Section 4(b) is hereby amended and restated in its entirety to
read as follows:




 









 






     “(iii) Executive shall not be permitted to surrender Shares to
the Company as payment for the exercise price of the Option.
Executive may satisfy any tax withholding obligation with respect to
the Option by having Shares withheld by the Company that would
otherwise be issued upon exercise of the Option. Executive shall
not be permitted to sell, assign, transfer, or otherwise dispose of
the Net Shares (as defined below) acquired upon exercise of the
Option until February 1, 2014, or, if sooner: (A) upon a Change in
Control (as defined below); (B) upon a termination of employment
under Section 6(a) or 6(b); or (C) one year after a termination of
employment under Section 6(e) or 6(f). For purposes of this
Section, “Net Shares” shall mean the net number of Shares
acquired by Executive after subtracting any such Shares withheld in
payment of tax withholding obligations applicable to the exercise of
the Option.




     (2) The Company previously entered into an award agreement with the Executive for the
above grant of the Option and shall enter into an amendment to such award agreement,
incorporating the terms set forth above that amend the terms and conditions of the Option.



     E. Section 4(c). Performance Share Units.




     (1) Subsection (iv) of Section 4(c) is hereby amended and restated to read as follows:




     “(vii) Executive may satisfy any tax withholding obligation
with respect to the Performance Share Units by having Shares
withheld by the Company that would otherwise be distributed upon
settlement of the Performance Share Units. Executive shall not be
permitted to sell, assign, transfer, or otherwise dispose any Net
Shares (as defined below) acquired upon settlement of the
Performance Share Units until February 1, 2014, or, if sooner: (A)
upon a Change in Control; (B) upon a termination of employment under
Section 6(a) or 6(b); or (C) one year after a termination of
employment under Section 6(e) or 6(f). For purposes of this
Section, “Net Shares” shall mean the net number of Shares
acquired by Executive upon settlement of the Performance Share Units
after subtracting any such Shares withheld by the Company in payment
of tax withholding obligations applicable to such settlement.”




     (2) Section 4(c) shall be amended to add a new subsection (ix) as follows:




     “(ix) Notwithstanding the foregoing vesting provisions of the
Performance Share Units, if on any date between December 1, 2009 and
February 1, 2011, the Per Share Price on such date: (A)



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exceeds $26.96, then Executive shall vest in the 407,498 Performance
Share Units that could have been earned under subsection (i) above;
(B) exceeds $37.41, then Executive shall vest in the 814,996
Performance Share Units (net of any previous vesting under (a)
above) that could have been earned under subsection (ii) above; and
(C) exceeds $50.26, then Executive shall vest in the 1,222,494
Performance Share Units (net of any previous vesting under (A) and
(B) above) that could have been earned under subsection (iii) above;
provided, however, that vesting under this subsection (ix) that
occurs upon a particular Per Share Price target shall only take
place the first time such Price Per Share target is achieved; and
provided further that Executive is employed by the Company on such
vesting dates. The Company shall distribute to Executive a number
of shares of its common stock equal to the number of Performance
Share Units that become vested under this subsection as soon as
practicable (but in any event no later than 45 days) following the
vesting date of such Performance Share Units.”




     (3) The Company previously entered into a restricted share unit award agreement with
the Executive for the above grant of Performance Share Units and shall enter into an
amendment to such award agreement, incorporating the terms set forth above that amend the
terms and conditions of the Performance Share Units.



     F. Section 4. Long Term Compensation.




     (1) Section 4 is hereby amended to add a new Section 4(f) as follows:




“(f) 2009 Option. On December 1, 2009, the Company shall grant to
Executive a time-vested non-qualified stock option (the “2009
Option”) under the 2006 Plan to acquire 500,000 Shares at an exercise
price of $37.41 per share with a term ending on February 1, 2017.




     (i) The 2009 Option shall become vested and exercisable with respect to
twenty-five percent (25%) of the total number of Shares underlying the 2009
Option on each of the following dates: February 1, 2012, February 1, 2013,
February 1, 2014 and February 1, 2015; provided that, except as specifically
set forth in Section 8 of this Agreement, the Executive remains employed by
the Company through the applicable vesting dates.




     (ii) Executive shall not be permitted to surrender Shares to the
Company as payment for the exercise price of the 2009 Option. Executive may
satisfy any tax withholding obligation with respect to the 2009 Option by
having Shares withheld by the Company that would otherwise be issued upon
exercise of the 2009 Option. Executive shall not be permitted to sell,
assign, transfer, or otherwise dispose of the Net Shares



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(as defined below) acquired upon exercise of the 2009 Option until February
1, 2015, or, if sooner, until a Change in Control (as defined below) or
until Executive experiences a termination of employment. For purposes of
this Section 4(f), “Net Shares” shall mean the net number of Shares
acquired by Executive after subtracting any such Shares withheld in payment
of tax withholding obligations applicable to the exercise of the 2009
Option.




     (iii) The Company shall enter into an award agreement with the
Executive for the above grant of the 2009 Option, incorporating the terms
set forth in this Agreement and otherwise on the terms and conditions set
forth in the Company’s standard form of non-qualified stock option award
agreement.”




     (2) Section 4 is hereby amended to add new Section 4(g) as follows:




“(g) Long-Term Performance Units. On December 1, 2009, the Company
shall grant to Executive 173,750 performance-based restricted share units
(the “Long-Term Performance Units”) under the 2006 Plan, which shall
vest as follows, provided that, except as otherwise specifically set forth
in Section 8 of this Agreement, Executive is employed by the Company on such
vesting date:




     (i) Single Vesting Share Price.




     (a) If at November 1, 2013, the Adjusted Share Price (as
defined below) equals the Single Vesting Share Price (as defined
below), Executive shall vest in 25% of the Long-Term Performance
Units.




     (b) If at February 1, 2014, the Adjusted Share Price equals the
Single Vesting Share Price Executive shall vest in 50% of the
Long-Term Performance Units.




     (c) If at May 1, 2014, the Adjusted Share Price (as defined
below) equals the Single Vesting Share Price (as defined below),
Executive shall vest in 25% of the Long-Term Performance Units.




     (ii) Double Vesting Share Price.




     (a) If at November 1, 2013, the Adjusted Share Price equals the
Double Vesting Share Price (as defined below), Executive shall vest
in 50% of the Long-Term Performance Units.




     (b) If at February 1, 2014, the Adjusted Share Price equals the
Double Vesting Share Price, Executive shall vest in 100% of the
Long-Term Performance Units



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     (c) If at May 1, 2014, the Adjusted Share Price equals the
Double Vesting Share Price, Executive shall vest in 50% of the
Long-Term Performance Units




     (iii) Triple Vesting Share Price.




     (a) If at November 1, 2013, the Adjusted Share Price equals the
Triple Vesting Share Price (as defined below), Executive shall vest
in 75% of the Long-Term Performance Units.




     (b) If at February 1, 2014, the Adjusted Share Price equals the
Triple Vesting Share Price, Executive shall vest in 150% of the
Long-Term Performance Units.




     (c) If at May 1, 2014, the Adjusted Share Price equals the
Triple Vesting Share Price, Executive shall vest in 75% of the
Long-Term Performance Units.




     (iv) If the Adjusted Share Price on a measurement date is between the
Single Vesting Share Price and the Double Vesting Share Price or is between
the Double Vesting Share Price and the Triple Vesting Share Price, Executive
shall vest in a number of Long-Term Performance Units that is the
mathematical interpolation between the number of Long-Term Performance Units
which would vest at defined ends of the spectrum.




     (v) Long-Term Performance Units that could have been vested under any
of subsections (i), (ii), or (iii) that do not become vested on November 1,
2013, February 1, 2014 or May 1, 2014, may become vested on November 1,
2014, February 1, 2015 or May 1, 2015, respectively, based upon the Adjusted
Share Price on the applicable measurement date, provided that, except as
otherwise specifically set forth in Section 8 of this Agreement, Executive
is employed by the Company on such applicable vesting date. Any Long-Term
Performance Units that are not vested as of May 1, 2015 shall be immediately
forfeited.




     (vi) The Company will deliver to Executive a number of Shares equal to
the number of Long-Term Performance Units that become vested pursuant to
this Section 4(g) on the date that is the earliest of February 1, 2019, a
Change in Control and six months and one day following Executive’s
termination of employment.




     (vii) Executive may satisfy any tax withholding obligation with respect
to the Long-Term Performance Units by having Shares withheld by the Company
that would otherwise be distributed upon settlement of the Long-Term
Performance Units. Executive shall not be permitted to sell, assign,
transfer, or otherwise dispose of fifty percent (50%) of the Net Shares (as
defined below) acquired upon settlement of the Long-Term



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Performance Units to Shares until the expiration of the two year period
following receipt of such Shares, or, if sooner upon a Change in Control or
Executive’s termination of employment. For purposes of this Section 4(g),
“Net Shares” shall mean the net number of Shares acquired by
Executive upon settlement of the Long-Term Performance Units after
subtracting any such Shares withheld by the Company in payment of tax
withholding obligations applicable to such settlement.




     (viii) “Adjusted Share Price” means the sum of (i) the average
of the closing prices of Shares during the 20 consecutive trading days
ending on the day prior to the specified measurement date (“Average
Share Price”); and (ii) the value that would be derived from the number
of Shares (including fractions thereof) that would have been purchased had
an amount equal to each dividend paid on a share of common stock after the
grant date and on or prior to the applicable measurement date been deemed
invested on the dividend payment date, based on the closing price of the
common stock on such dividend payment date.




     (ix) “Single Vesting Share Price,” “Double Vesting Share
Price,” and “Triple Vesting Share Price” mean the Adjusted Share
Prices equal to a compound annual share price appreciation (the “Annual
Compound TSR”) of 15%, 30% and 45%, respectively, as measured from a
base price of $37.41 over a measurement period from February 1, 2011 to the
applicable measurement date.




     (x) Notwithstanding the foregoing vesting provisions of the Long-Term
Performance Units, if on any date between December 1, 2009 and February 1,
2014, the Per Share Price on such date: (A) exceeds $82.19, then Executive
shall vest in the 173,750 Long-Term Performance Units that could have been
earned under subsection (i) above; (B) exceeds $114.05, then Executive shall
vest in the 347,500 Long-Term Performance Units (net of any previous vesting
under (A) above) that could have been earned under subsection (ii) above;
and (C) exceeds $153.23, then Executive shall vest in the 521,251 Long-Term
Performance Units (net of any previous vesting under (A) and (B) above) that
could have been earned under subsection (iii) above; provided, however, that
vesting under this subsection (x) that occurs upon a particular Price Per
Share target shall only take place the first time such Price Per Share
target is achieved; and provided further that Executive is employed by the
Company on such vesting dates.




     (xii) The Company shall enter into a restricted share unit award
agreement with Executive for the above grant of Long-Term Performance Units,
incorporating the terms set forth in this Agreement and otherwise on the
terms and conditions set forth in the Company’s standard form of
performance-based restricted share unit award agreement.”



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     (3) Section 4 is hereby amended to add new Section 4(h) as follows:




“(h) Additional Matching Units. On December 1, 2009, the Company
shall grant to the Executive 200,581 restricted share units (the
“Additional Matching Units”) as matching awards in consideration for
the restrictions hereunder on the Executive’s ability to surrender, sell,
assign, transfer or otherwise dispose of Shares and Net Shares.




     (i) The Additional Matching Units shall vest and be settled in Shares
on the following schedule: one thirty-sixth (1/36th) of the Additional
Matching Units shall vest on the first day of each month beginning March 1,
2011 through February 1, 2014; provided that Executive is employed on the
applicable vesting date.




     (ii) The Company will deliver to Executive a number of Shares equal to
the number of Additional Matching Units that become vested pursuant to this
Section 4(h) on the earliest of February 1, 2019, a Change in Control and
six months and one day following Executive’s termination of employment.




     (iii) Executive may satisfy any tax withholding obligation with respect
to the Additional Matching Units by having Shares withheld by the Company
that would otherwise be distributed upon settlement of the Additional
Matching Units. Executive shall not be permitted to sell, assign, transfer,
or otherwise dispose of fifty percent (50%) of the Net Shares (as defined
below) acquired upon settlement of the Additional Matching Units to Shares
until the expiration of the two year period following receipt of such
Shares, or, if sooner upon a Change in Control or until Executive
experiences a termination of employment. For purposes of this Section 4(g),
“Net Shares” shall mean the net number of Shares acquired by
Executive upon settlement of the Additional Matching Units after subtracting
any such Shares withheld by the Company in payment of tax withholding
obligations applicable to such settlement.




     (iv) The Company shall enter into a restricted share unit award
agreement with Executive for the above grant of Additional Matching Units,
incorporating the terms set forth in this Agreement and otherwise on the
terms and conditions set forth in the Company’s standard form of matching
restricted share unit award agreement.”




     (4) Section 4 is hereby amended to add new Section 4(i) as follows:




“(i) Permitted Transfers of Net Shares. Notwithstanding the
foregoing restrictions that do not permit the Executive to surrender, sell,
assign, transfer or otherwise dispose of Shares and Net Shares, the
Executive is permitted to transfer Shares and Net Shares without penalty
under either of the following circumstances: (1) Executive may contribute
Shares and



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Net Shares to a limited partnership where all partners are members of
Executive’s family (“Family Limited Partnership”) or Grantor
Retained Annuity Trust (“GRAT”) or like-vehicle, provided that the
Family Limited Partnership, GRAT or like-vehicle (x) does not allow the
Shares and Net Shares to be surrendered, sold, assigned, transferred or
otherwise disposed of during the applicable restricted period with respect
to such Shares or Net Shares, and (y) in the case of a GRAT, Executive shall
at all times remain the trustee of the GRAT, and (z) in the case of a Family
Limited Partnership or such like-vehicle Executive retains “beneficial
ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act
(as defined below)) of such Shares or Net Shares; and (2) Executive may
pledge Shares and Net Shares as collateral for loans, provided that (A) the
Executive represents to the Company that he will not default or otherwise
cause such collateral to be liquidated, transferred or sold during his
employment with the Company, (B) there is an independent reasonable basis to
conclude that none of the Shares and Net Shares used as collateral are
likely to be sold to satisfy a debt during the applicable restricted period
with respect to such Shares or Net Shares, and (C) Executive agrees to
substitute other collateral for such Shares and Net Shares in the event that
such collateral would have to be liquidated, transferred or sold during the
applicable restricted period with respect to such Shares or Net Shares.”



     G. Section 5. Other Benefits.




     (1) Section 5 is hereby amended to add new Section 5(g) to read as follows:




(g) Travel Expenses. Executive shall be entitled to be reimbursed
for travel expenses for Executive’s spouse to accompany Executive on one
business trip per year.



     H. Section 8(b). Termination by the Company for Disability or By Reason of Death.




     (1) Section 8(b) is hereby amended to add new subsection (vi) to read as follows:




     “(vi) If Executive’s termination date is after February 1,
2011, then the 2009 Option shall vest in full and remain exercisable
for one year following Executive’s termination date (but in no event
beyond the expiration of the 2009 Option term);”




     (2) Section 8(b) is hereby amended to add new subsection (vii) to read as follows:




     “(vii) If Executive’s termination date is after February 1,
2011, then the performance measures applicable to the Long-Term
Performance Units will be applied as though the termination date
were the end of the measurement period and the units will vest in a
manner consistent with the vesting schedule described in Section



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4(g) of this Agreement. The Company shall deliver Shares in respect
of vested Long-Term Performance Units (including previously vested
Long-Term Performance Units that have not been delivered), if any,
on the date that is six months and one day following Executive’s
termination of employment, and all other Long-Term Performance Units
as of the termination date shall be forfeited.”




     (3) Section 8(b) is hereby amended to add new subsection (viii) to read as follows:




     “(viii) The Company shall deliver Shares in respect of vested
Additional Matching Units that have not been delivered, if any, on
the date that is six months and one day following Executive’s
termination of employment, and all other Additional Matching Units
as of the termination date shall be forfeited.”



     I. Section 8(c) Termination by the Company Without Cause or by the Executive For Good
Reason Other Than in Connection with a Change in Control.




     (1) Section 8(c) is hereby amended to add new subsection (viii) to read as follows:




     “(viii) Executive shall have three months following the
termination date to exercise vested 2009 Options (but in no event
beyond the expiration of the 2009 Option term). Any unvested
portion of the 2009 Option as of the termination date shall be
forfeited.”




     (2) Section 8(c) is hereby amended to add new subsection (ix) to read as follows:




     “(ix) If Executive’s termination date is after February 1,
2011, then the performance measures applicable to any unvested
Long-Term Performance Units will be applied as though the
termination date were the end of the measurement period, with the
number of units calculated in a manner consistent with the vesting
schedule described in Section 4(g) of this Agreement; provided,
however, that in the event Executive is entitled to benefits
pursuant to this Section, only a pro rata portion of such calculated
units will vest upon termination based on the number of completed
months elapsed from February 1, 2011 to the date of termination
divided by 36 months. The Company shall deliver Shares in respect
of vested Long-Term Performance Units (including previously vested
Long-Term Performance Units that have not been delivered), if any,
on the date that is six months and one day following Executive’s
termination of employment, and all other Long-Term



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Performance Units as of the termination date shall be forfeited.”




     (3) Section 8(c) is hereby amended to add new subsection (x) to read as follows:




     “(x) The Company shall deliver Shares in respect of vested
Additional Matching Units that have not been delivered, if any, on
the date that is six months and one day following Executive’s
termination of employment, and all other Additional Matching Units
as of the termination date shall be forfeited.”



     J. Section 8(d). Termination by Company Without Cause or by Executive For Good Reason
Following a Change in Control.




     (1) Section 8(d) is hereby amended to add new subsection (viii) to read as follows:




     “(viii) If the 2009 Option is not cancelled in connection with
a Change in Control in exchange for a cash payment (as set forth in
Section 9), then each outstanding 2009 Option will vest, and the
2009 Option will remain exercisable for one year following the
termination date (but not beyond the 2009 Option term).”



     K. Section 9. Change in Control.




     (1) Section 9(a) is hereby amended and restated to read as follows:




“(a) For purposes of this Agreement, a “Change in Control” shall
mean any of the following events:




     (i) the date any one person (as such term is defined in Section 13(c)
or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”), or more than one person acting as a group (as determined under
Treas. Reg. Section 1.409A-3(i)(5)(v)(B)) acquires, or has acquired during
the twelve (12) month period ending on the date of the most recent
acquisition by such person or persons (other than from the Company),
ownership of stock of the Company possessing fifty percent (50%) or more of
the combined voting power of the Company’s then outstanding voting
securities;




     (ii) the date a majority of members of the Company’s Board is replaced
during any twelve (12) month period by directors whose appointment or
election is not endorsed by a majority of the members of the Company’s Board
before the date of the appointment or election;




     (iii) the consummation of a merger or consolidation involving the
Company if the stockholders of the Company, immediately before such merger
or consolidation, do not, as a result of such merger or



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consolidation, own, directly or indirectly, more than fifty percent (50%) of
the combined voting power of the then outstanding voting securities of the
corporation resulting from such merger or consolidation; or




     (iv) the consummation of the sale of all or substantially all of the
assets of the Company.




Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur pursuant to Section 9, solely because fifty percent (50%) or more of
the combined voting power of the Company’s then outstanding securities is
acquired by (i) a trustee or other fiduciary holding securities under one or
more employee benefit plans maintained by the Company or any of its
subsidiaries or (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the
Company in the same proportion as their ownership of stock in the Company
immediately prior to such acquisition. Also, a Change in Control shall not
be deemed to occur pursuant to this Section 9 if the Change in Control does
not constitute a change in the ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets of the
Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code and its
corresponding regulations.”




     (2) Section 9 is hereby amended to add new Section 9(d) to read as follows:




“(d) Upon the occurrence of a Change in Control all unvested 2009 Options
shall become fully vested and, at the election of the Company, all
outstanding 2009 Options shall either be (i) cancelled in exchange for a
cash payment based in the case of any merger transaction on the price
received by shareholders in the transaction constituting the Change in
Control or in the case of any other event that constitutes a Change in
Control, the closing price of a Share on the date such Change in Control
occurs (minus the applicable exercise price per share) or, (ii) converted
into options in respect of the common stock of the acquiring entity (in a
merger or otherwise) on the basis of the relative values of such stock and
the Shares at the time of the Change in Control; provided that subclause
(ii) shall only be applicable if the common stock of the acquiring entity is
publicly traded on an established securities market on the date on which
such Change in Control is effected.”




     (3) Section 9 is hereby amended to add new Section 9(e) to read as follows:




“(e) Upon the occurrence of a Change in Control, any Additional Matching
Units that had vested, but had not been delivered, prior to the Change in
Control shall, at the election of the Company, either be (i) delivered as
Shares, or (ii) cancelled in exchange for a cash payment for the vested
Additional Matching Units based in the case of any merger transaction on the
price received by shareholders in the transaction



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constituting the Change in Control or in the case of any other event that
constitutes a Change in Control, the closing price of a Share on the date
such Change in Control occurs, or (iii) delivered as shares of the common
stock of the acquiring entity (in a merger or otherwise) on the basis of the
relative values of such stock and the Shares at the time of the Change in
Control; provided that subclause (iii) shall only be applicable if the
common stock of the acquiring entity is publicly traded on an established
securities market on the date on which such Change in Control is effected.”




     (4) Section 9 is hereby amended to add new Section 9(f) to read as follows:




“(f) Upon the occurrence of a Change in Control, the performance measures
applicable with respect to unvested Long-Term Performance Units will be
applied as though the end of the measurement period was the later of
February 1, 2012 and the Change in Control date, and the units so earned
will vest in a manner consistent with the vesting schedule described in
Section 4(g); except that, in addition to such vesting schedule, if the
Adjusted Share Price on a measurement date is between $37.41 and the Single
Vesting Share Price, then Executive shall vest in a number of Long-Term
Performance Units that is the mathematical interpolation between the number
of shares which would vest at defined ends of the spectrum. Any Long-Term
Performance Units deemed vested in accordance with the immediately preceding
sentence shall be payable, in the Company’s discretion, in either cash or in
shares of the acquiring entity as soon as practicable (but not later than
sixty (60) days) following the occurrence of a Change in Control. Any
Long-Term Performance Units that had vested, but had not been delivered,
prior to the Change in Control, shall be payable, in the Company’s
discretion, in either Shares, cash or in shares of the acquiring entity on
the Change in Control date. Notwithstanding the above, the Long-Term
Performance Units shall be payable in shares of the acquiring entity only if
the common stock of the acquiring entity is publicly traded on an
established securities market on the date on which such shares are payable.”





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     L. Section 14(c).
Notice.




     (1)
Section 14(c) is hereby amended and restated to read as follows:




“(c)
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 Certified mail,
return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other;
provided that all notices to the Executive shall be directed to the Executive at his primary home address with a copy
sent by overnight delivery to Steven G. Eckhaus, Katten Muchin Rosenman LLP, 575 Madison Avenue, New York, NY 10022-2585;
and provided that all notices to the Company shall be directed to the attention of the General Counsel of the Company
with a copy to the Chairman of the Compensation Committee of the Board, and a copy sent by overnight delivery to
James W. McKenzie, Jr., Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia PA 19103-2921. 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.”



     M. This Amendment may be signed in counterparts and a signed fax or PDF shall be treated as an
original.



     N. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified
and confirmed.







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     IN WITNESS WHEREOF, the Company and the Executive agree to the terms of this Amendment to
Executive Employment Agreement, effective as of the date set forth above.



	 	 	 	 	 
	 	VALEANT PHARMACEUTICALS INTERNATIONAL

 	 
	 	By:  	/s/ Steve T. Min
 	 
	 	Name: 	 	Steve T. Min 	 
	 	Title: 	 	Executive Vice President and

General Counsel 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ J. Michael Pearson
 	 
	 	J. Michael Pearson 	 
	 	 	 
	 




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