exv10w3






Exhibit 10.3




AMENDMENT

TO

EMPLOYMENT OFFER LETTER




(Elisa Karlson)



     AMENDMENT TO EMPLOYMENT OFFER LETTER, dated as of March 30, 2010 (the “Amendment”),
between Valeant Pharmaceuticals International (the “Company”) and Elisa Karlson (the
“Executive”).



RECITALS




     WHEREAS, the Company and Executive previously entered into that certain employment offer
letter, dated as of August 25, 2008 (the “Effective Date”), which sets forth the terms and
conditions of Executive’s employment with the Company (the “Employment Letter”);



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



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



     A. Severance Benefits. The first two bullet points of the Section entitled
“Severance Benefits” are amended and restated to read as follows:




	 	•	 	The Company will pay you an amount equal to 1.6 times your annual salary as of the
date of your termination, provided that, if your termination occurs either in
contemplation of a Change in Control or at any time within twelve (12) months following
a Change in Control, the Company shall instead pay you an amount equal to two times the
sum of (A) your annual salary as of the date of termination, plus (B) your annual
target bonus as of the date of your termination.
	 
	 	•	 	The Company will pay you any accrued but unpaid salary or vacation pay and any
deferred compensation. In addition, the Company will pay you any bonus earned but
unpaid in respect of any fiscal year preceding the termination date. The Company will
also pay you a bonus in respect of the fiscal year in which the termination date
occurs, as though you had continued in employment until the payment of bonuses by the
Company to its executives for such fiscal year, in an amount equal to the product of
(A) the lesser of (x) the bonus that you would have been entitled to receive based on
actual achievement against the stated performance objectives or (y) the bonus that you
would have been entitled to receive assuming that the applicable performance objectives
for such fiscal year were achieved at “target”, and (B) a fraction (i) the numerator of
which is the number of days in such fiscal year through termination date and (ii) the
denominator of which is 365; provided that, if your termination occurs either in
contemplation of a Change in Control or at any time within twelve (12) months following
a Change in Control, then in the foregoing calculation the amount under





 









 






(A) shall be equal to (y). Any bonus payable to you under this bullet shall be paid
in no event later than March 15 of the calendar year following the calendar year in
which the termination date occurs.



     B. Performance Restricted Share Units. The Section entitled “Performance Restricted
Share Units” is amended by adding a new subsection (8) that reads as follows:




	 	8.	 	Notwithstanding the foregoing vesting provisions of the Performance Share
Units, if the financial performance-based goal approved by the Compensation Committee
prior to April 1, 2010 for the service and performance period beginning on or after
April 1, 2010 (the “Performance Goal”) is achieved as certified by the
Compensation Committee following the end of the performance period for such goal, then
you shall vest in the first tranche of 49,847 Performance Share Units that could have
been earned under subsection (1) above; provided that you are employed by the Company
on such vesting date; and provided further that vesting under this subsection (8) shall
reduce by 49,847 the number of Performance Share Units that you could vest in under
subsections (2) and (3) above, and eliminate the first tranche of 49,847 Performance
Share Units that you could vest in under subsection (1) above; and provided further
that any vesting under this subsection (8) shall be conditioned on issuance by the
Internal Revenue Service on or before March 5, 2011 of a favorable private letter
ruling that such vesting upon the achievement of the Performance Goal will meet the
requirements for the Performance Share Units to qualify as other performance-based
compensation exempt from the limitations applicable under Section 162(m) of the
Internal Revenue Code (the “Private Letter Ruling”). The Company shall
distribute to you a number of shares of its common stock equal to the number of
Performance Share Units that become vested under this subsection within 10 days of the
later to occur of (A) the vesting date of such Performance Share Units and (B) receipt
of such Private Letter Ruling, but in no event later than March 15, 2011.
Notwithstanding anything else in this subsection (8), if the Internal Revenue Service
does not issue the Private Letter Ruling on or before March 5, 2011, this subsection
(8) shall be rendered void and without effect, and no vesting of the related
Performance Share Units shall be deemed to have occurred due to achievement of the
Performance Goal.





     C. Release. The following new paragraph shall be added at the end of the Section
entitled “Severance Benefits:”




	 	 	 	Notwithstanding anything herein to the contrary, in no event shall the timing of
your execution of the general release, directly or indirectly, result in you
designating the calendar year of payment, and if a payment that is subject to
execution of the general release could be made in more than one taxable year,
payment shall be made in the later taxable year.





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



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



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



	 	 	 	 	 
	 	VALEANT PHARMACEUTICALS INTERNATIONAL

 	 
	 	By:  	/s/ J. Michael Pearson
 	 
	 	 	Name:  	J. Michael Pearson 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 
	 	EXECUTIVE

 	 
	 	/s/ Elisa Karlson
 	 
	 	Elisa Karlson 	 
	 	 	 
	 




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