exv10w2






Exhibit 10.2




June 27, 2011




Dear Brian:




This letter outlines the details of your employment with Valeant Pharmaceuticals International,
Inc. (the “Company”), and your Company assignment.





	 	•	 	Title: Executive Vice President of Administration and Chief Human Capital
Officer; you will report to the Chief Executive Officer. Your principal place of
employment will be in the Mid-Atlantic region of the United States.
	 
	 	•	 	Base Salary: $37,500 per month ($450,000annualized).
	 
	 	•	 	Sign-on Bonus. One-time payment of $50,000; provided, however, that such
gross amount shall be repaid to the Company should you terminate your employment other
than for Good Reason or should the Company terminate your employment for Cause, in
either case within one year of the date of this letter agreement.
	 
	 	•	 	Annual Incentive: You will be eligible to participate in the Company’s
management bonus plan, including for the 2011 calendar year on a pro rata basis. Your
target bonus will be 60%, with the potential of 120%, of your base salary. This plan,
and therefore your participation, is subject to change at the discretion of the Board
of Directors. Bonuses are payable at the time the other management bonuses are paid.
To be eligible for any bonus payment, you must be employed by the Company, and you
must not have given or received notice of the termination of your employment, on the
day on which the applicable bonus is paid to other members of the Company management.
	 
	 	•	 	Equity Awards: You will receive the equity awards set forth below,
effective on the date (i) with respect to the Options (as defined below), that is the
later of your employment start date or the date that the Compensation Committee
approves such awards and (ii) with respect to Performance Share Units (as defined
below), that is the latest of your employment start date, the date that the
Compensation Committee approves such awards or the effective date of the registration
statement on Form S-8 registering the Performance Share Units (as applicable, the
“Grant Date”),:






	 	 	 	Stock Options — On the Grant Date, you shall be granted options under
the Company’s 2011 Omnibus Incentive Plan (the “Plan”) to acquire 85,000 shares
of the Company common stock (“Shares”) (the “Options”). The Options will vest
over a four-year period (25% per year on each anniversary of the Grant Date),
provided that you are employed by the Company on the applicable vesting date,
and shall have a term of ten (10) years. Except as set forth below, if your
employment terminates for any reason prior to the vesting
date, your unvested Options will be forfeited (and, in the case of a termination
of your employment for Cause, your vested Options will also be forfeited).





 









 










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Mr. Brian Stolz

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	 	 	 	Notwithstanding anything to the contrary in the Plan, (i) if your
employment is terminated by the Company without Cause or by you for Good Reason
(each as defined below), at any time within the twelve (12) months following a
Change in Control, then any Option that is not cancelled in connection with the
Change in Control in exchange for cash payment will vest on the Termination Date
(as defined below) and shall remain exercisable for one year following the
Termination Date (but in no event beyond the 10-year term of the Option) and
(ii) if your employment is terminated by reason of your death, any Option
outstanding shall vest in full and remain exercisable for the remainder of the
term of the Option. The “Termination Date” shall be the date specified as the
effective date of the termination of your employment in any notice of
termination of employment provided by the Company to you or accepted by the
Company in the event of your giving notice of the termination of your
employment.
	 
	 	 	 	The exercise price of the Options shall be equal to the Market Price (as defined
in the Plan) on the Grant Date.
	 
	 	 	 	The Company shall enter into a stock option award agreement with you for the
above grant of Options, incorporating the terms set forth in this letter
agreement and otherwise on the terms and conditions set forth in the Company’s
standard form of stock option award agreement.
	 
	 	 	 	Performance Restricted Share Units. On the Grant Date you will also
receive 45,000 performance-based restricted stock units under the Plan (the
“Performance Share Units”), which shall vest as follows, provided that, except
as set forth herein, you are continually employed by the Company through the
applicable vesting date:






	 	(i)	 	Single Vesting Share Price.
	 
	 	 	 	If at the date that is 3 months prior to the third anniversary of the Grant
Date (the “First Primary Measurement Date”), the Adjusted Share Price (as
defined below) equals or exceeds the Single Vesting Share Price (as defined
below), you shall vest in 25% of the Performance Share Units.
	 
	 	 	 	If at the date that is the third anniversary of the Grant Date (the “Second
Primary Measurement Date”), the Adjusted Share Price equals or exceeds the
Single Vesting Share Price, you shall vest in an additional 50% of the
Performance Share Units.




 









 











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Mr. Brian Stolz

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	 	 	 	If at the date that is 3 months following the third anniversary of the Grant
Date (the “Third Primary Measurement Date”), the Adjusted Share Price equals
or exceeds the Single Vesting Share Price, you shall vest in an additional
25% of the Performance Share Units.
	 
	 	(ii)	 	Double Vesting Share Price.
	 
	 	 	 	If at the First Primary Measurement Date, the Adjusted Share Price equals or
exceeds the Double Vesting Share Price (as defined below), you shall vest in
50% of the Performance Share Units.
	 
	 	 	 	If at the Second Primary Measurement Date, the Adjusted Share Price equals
or exceeds the Double Vesting Share Price, you shall vest in an additional
100% of the Performance Share Units.
	 
	 	 	 	If at the Third Primary Measurement Date, the Adjusted Share Price equals or
exceeds the Double Vesting Share Price, you shall vest in an additional 50%
of the Performance Share Units.
	 
	 	(iii)	 	Triple Vesting Share Price.
	 
	 	 	 	If at the First Primary Measurement Date, the Adjusted Share Price equals or
exceeds the Triple Vesting Share Price (as defined below), you shall vest in
75% of the Performance Share Units.
	 
	 	 	 	If at the Second Primary Measurement Date, the Adjusted Share Price equals
or exceeds the Triple Vesting Share Price, you shall vest in an additional
150% of the Performance Share Units.
	 
	 	 	 	If at the Third Primary Measurement Date, the Adjusted Share Price equals or
exceeds the Triple Vesting Share Price, you shall vest in an additional 75%
of the Performance Share Units.
	 
	 	(iv)	 	Performance Share Units that could have been
vested under either of paragraphs (i), (ii), or (iii) that do not
become vested on the First Primary Measurement Date, the Second Primary
Measurement Date or the Third Primary Measurement Date, may become
vested on each of the applicable dates that is one year following each
such date,





 









 










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Mr. Brian Stolz

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	 	 	 	respectively, based upon the Adjusted Share Price on the applicable
measurement date, provided that you are employed by the Company on such
applicable vesting date. Any Performance Share Units that are not vested
as of the date that is three months following the fourth anniversary of
the Grant Date shall be immediately forfeited.
	 
	 	(v)	 	If the Adjusted Share Price on a measurement
date set forth in clauses (i), (ii) and (iii), as well as clause (iv),
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, you shall vest in a number of Performance Share
Units that is the mathematical linear interpolation between the number
of Performance Share Units which would vest at defined ends of the
applicable spectrum.
	 
	 	(vi)	 	“Adjusted Share Price” means the sum of (i) the
average of the closing prices of Shares during the 20 consecutive
trading days starting on the specified measurement date (or if such
measurement date does not fall on a trading day, the immediately
following trading day) (“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. The Adjusted Share Price and Average
Share Price shall be subject to equitable adjustment to reflect stock
splits, stock dividends and other capital adjustments.
	 
	 	(vii)	 	“Single Vesting Share Price,” “Double Vesting
Share Price” and “Triple Vesting Share Price” means 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 equal to the average of the closing prices of Shares during
20 consecutive trading days immediately prior to the Grant Date over a
measurement period from the Grant Date to the last trading day of the
period used to calculate the Adjusted Share Price. Such base price
shall be subject to equitable adjustment to reflect stock splits, stock
dividends and other capital adjustments (such price, as adjusted, the
“Base Price”).




 









 











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Mr. Brian Stolz

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	 	(viii)	 	Notwithstanding the foregoing vesting provisions of the Performance
Share Units, if on any date between the date that is one year following
the Grant Date and the Second Primary Measurement Date, the average of
the closing prices of Shares during 20 consecutive trading days (“Per
Share Price”) on such date:
	 
	 	 	 	(A) exceeds a 30% Annual Compound TSR as measured through the Second
Primary Measurement Date, then you will become vested in 45,000 of the
Performance Share Units that could have been earned under clause (i)
above;
	 
	 	 	 	(B) exceeds a 45% Annual Compound TSR as measured through the Second
Primary Measurement Date, then you will become vested in the additional
45,000 of the Performance Share Units that could have been earned under
clause (ii) above; and
	 
	 	 	 	(C) exceeds a 60% Annual Compound TSR as measured through the Second
Primary Measurement Date, then you will become vested in the additional
45,000 of the Performance Share Units that could have been earned under
clause (iii) above;
	 
	 	 	 	provided, however, that the vesting that takes place pursuant to this
clause (viii) if the Per Share Price target is achieved shall only take
place the first time such Per Share Price target is achieved on such
vesting date, there is no interpolation of vesting pursuant to this
clause (viii), and to vest in any of the Performance Share Units
pursuant to this clause (viii) you must remain employed by the Company
through the applicable vesting date. The Per Share Price specified
herein shall be subject to equitable adjustment to reflect stock splits,
stock dividends and other capital adjustments.
	 
	 	(ix)	 	The Company shall distribute to you a number of
shares of its common stock equal to the number of Performance Shares
Units that become vested as soon as practicable (but in any event no
later than 45 days) following the vesting date of such Performance
Shares Units.
	 
	 	(x)	 	Notwithstanding anything to the contrary in the
Plan, in the event of your death, the performance measures applicable
to the Performance Share Units will be applied as though the date of
death was the end of the 20 consecutive trading-day average measurement
period, with the number of units calculated in a manner consistent with
the vesting





 









 










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Mr. Brian Stolz

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	 	 	 	schedule described above, but based on the Annual Compound TSR determined
through the date of death. Notwithstanding the immediately preceding
sentence, if death occurs prior to the date that is the one-year
anniversary of the Grant Date, the measurement date will still be the
date of death, but the Annual Compound TSR will be determined based on an
assumed measurement period of one year. Any Performance Share Units that
did not become vested prior to the date of death for a reason set forth
in this clause (x) or that do not become vested as a result of this
clause (x) shall be forfeited immediately following the date of death.
	 
	 	(xi)	 	Subject to clause (xii) below, and
notwithstanding anything to the contrary in the Plan, in the event of
an involuntary termination of your employment by the Company without
Cause or by you with Good Reason, or in the event of your Disability
(each as defined below), in each case, following the date that is the
one-year anniversary of the Grant Date, the performance measures
applicable to the Performance Share Units will be applied as though
your employment Termination Date was the end of the 20 consecutive
trading-day average measurement period, with the number of units
calculated in a manner consistent with the vesting schedule described
above, but based on the Annual Compound TSR determined through your
Termination Date, provided, however, only a pro rata portion of such
calculated Performance Share Units will vest upon termination. Any
Performance Share Units that did not become vested prior to your
termination of employment for a reason set forth in this clause (xi) or
that do not become vested as a result of this clause (xi) shall be
forfeited immediately following the date of your termination of
employment. In the event of a termination of employment for a reason
set forth in this clause (xi) that occurs prior to the date that is the
one-year anniversary of the Grant Date, the award of Performance Share
Units shall be forfeited.
	 
	 	(xii)	 	Notwithstanding anything to the contrary in
the Plan, in the event of a Change in Control, the Performance Share
Units will be converted into a number of time-based restricted stock
units (the “Resulting RSUs”) determined by applying the performance
measures applicable to the Performance Share Units as though the sum of
(i) fair market value of the Company common stock on the date of the
Change in Control 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





 









 










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Mr. Brian Stolz

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	 	 	 	closing price of the common stock on such dividend payment date was the
Adjusted Share Price, with the number of Resulting RSUs equal to the
number of Performance Share Units that would have vested based on the
Annual Compound TSR determined through the Change in Control.
Notwithstanding the immediately preceding sentence, if termination
following a Change in Control occurs prior to the date that is the
one-year anniversary of the Grant Date, the measurement date will still
be the date of Change in Control, but the Annual Compound TSR will be
determined based on an assumed measurement period of one year. The
Resulting RSUs will vest on Second Primary Measurement Date, subject to
your continued employment; provided that in the event of an involuntary
termination of your employment by the Company without Cause or a
voluntary termination of your employment by you with Good Reason within
the twelve (12) months following a Change in Control, the vesting and
payment of such Resulting RSUs will be accelerated to your Termination
Date. Any Performance Share Units that did not become Resulting RSUs
shall be forfeited on the Change in Control. Any Resulting RSUs that did
not become vested prior to your termination of employment for a reason
set forth in this clause (xii) or that do not become vested as a result
of this clause (xii) shall be forfeited immediately following the date of
your termination of employment.
	 
	 	(xiii)	 	The Company shall enter into a restricted share unit award agreement
with you for the above grant of Performance Share Units, incorporating
the terms set forth in this letter agreement and otherwise on the terms
and conditions set forth in the Company’s standard form of
performance-based restricted share unit award agreement.






	 	 	 	Share Ownership Commitment. You also agree to comply with any share
ownership requirements adopted by the Company applicable to you, which shall be
on the same terms as similarly situated executives of the Company.
	 
	 	 	 	Matching Grants for Share Purchases. In connection with such share
ownership, you shall also be eligible to receive matching share units under the
Company’s matching share unit program in accordance with its terms as applied
for similarly situated executives of the Company.






	 	•	 	Good Reason. You may terminate your employment for Good Reason (as defined
below) by delivering to the Company a Notice of Termination (as defined below) not less
than thirty (30) days prior to the termination of your employment for Good Reason. The
Company shall have the option of terminating your duties and responsibilities prior to
the expiration of such thirty-day notice period, subject to the payment by the Company
of the compensation and benefits provided in this letter, as may be applicable. For
purposes of this letter, “Good Reason” shall mean the





 









 










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	 		 	occurrence of any of the events or conditions described in clauses (i) through (iii)
immediately below which are not cured by the Company (if susceptible to cure by the
Company) within thirty (30) days after the Company has received a “Notice of
Termination,” which means a written notice provided by you within ninety (90) days of
the initial existence of the event or condition constituting Good Reason specifying the
particular events or conditions which constitute Good Reason and the specific cure
requested by you.
	 
	 	(i)	 	Diminution of Responsibility. (A) any material reduction in your duties or
responsibilities as in effect immediately prior thereto, or (B) removal of you from the
position of Executive Vice President Administration and Chief Human Capital Officer. For
the avoidance of doubt, the term “Diminution of Responsibility” shall not include any such
removal resulting from a promotion, your death or Disability, the termination of your
employment for Cause, or your termination of your employment other than for Good Reason;
	 
	 	(ii)	 	Compensation Reduction. Any reduction in your base salary or target bonus opportunity
which is not comparable to reductions in the base salary or target bonus opportunity of
other similarly-situated senior executives at the Company; or
	 
	 	(iii)	 	Company Breach. Any other material breach by the Company of any material provision
of this letter.










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






	 	(i)	 	the acquisition (other than from the Company), by any 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”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
1934 Act) of fifty percent (50%) or more of the combined voting power of the Company’s
then outstanding voting securities;
	 
	 	(ii)	 	the individuals who, as of the date hereof, are members of the Board (the “Incumbent
Board”), cease for any reason to constitute at least a majority of the Board, unless the
election, or nomination for election by the Company’s stockholders, of any new director
was approved by a vote of at least a majority of the Incumbent Board, and such new
director shall, for purposes of this Agreement, be considered as a member of the Incumbent
Board; or
	 
	 	(iii)	 	the closing of:






 











 





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Mr. Brian Stolz

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	 	1.	 	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 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 in
substantially the same proportion as their ownership of the combined voting power
of the voting securities of the Company outstanding immediately before such merger
or consolidation; or
	 
	 	2.	 	a complete liquidation or dissolution of the Company or an agreement
for the sale or other disposition 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
this letter agreement, 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.






	 	•	 	Disability. The Company may terminate your employment, on written notice to
you after having established your Disability and while you remain Disabled, subject to
the payment by the Company to you of the applicable compensation and benefits provided
pursuant to this letter agreement. For purposes of this letter agreement, “Disability”
shall have the meaning assigned to such term in the Plan.
	 
	 	•	 	Cause. The Company may terminate your employment for “Cause”, subject to the
payment by the Company to you of the applicable compensation and benefits provided in
this letter agreement. “Cause” shall mean, for purposes of this letter, “cause” as
defined by applicable common law and (1) conviction of any felony or indictable offense
(other than one related to a vehicular offense) or other criminal act involving fraud;
(2) willful misconduct that results in a material economic detriment to the Company;
(3) material violation of Company policies and directives, which is not cured after
written notice and a reasonable opportunity for cure; (4) continued refusal by you to
perform your duties after written notice identifying the deficiencies and a reasonable
opportunity for cure; or (5) a material violation by you of any material covenants to
the Company. No action or inaction shall be, or be deemed to be, willful if not
demonstrably willful and if taken or not taken by you in good faith and with the
understanding that such action or inaction was not adverse to the best interests of the
Company. Reference in this paragraph to the Company shall also
include direct and indirect subsidiaries of the Company, and materiality shall be
measured based on the action or inaction and the impact upon the Company taken as a
whole. The Company may suspend you, with pay, upon your indictment for the commission of
a felony or indictable offense as described under clause (1) above.




 









 






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Mr. Brian Stolz

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	 	 	 	Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of
not guilty has been entered.
	 
	 	•	 	Employee and Executive Benefits. You will be eligible to participate in the
employee benefit plans and programs generally made available to similarly situated
employees of the Company on the terms and conditions applicable generally to all
employees. In addition, the Company shall reimburse you for incremental taxes incurred
by you outside of the United States because of any services you provide to the Company
outside of the United States or any business that the Company conducts outside of the
United States, if such incremental amount during any tax year exceeds 1% or more of
your average base salary for such tax year. You shall be required to participate in
any tax equalization program the Company may have in effect from time to time in order
to qualify for the benefit described in the preceding sentence.
	 
	 	•	 	Reimbursement of Certain Expenses. The Company shall fully reimburse the
reasonable fees of your counsel and financial advisor incurred in connection with the
development and implementation of the terms of your employment.
	 
	 	•	 	Conditions to Reimbursement. The following provisions shall be in effect for
any reimbursements (and in-kind benefits) to which you otherwise may become entitled
under this letter, in order to assure that such reimbursements (and in-kind benefits)
do not create a deferred compensation arrangement subject to Section 409A:






	 	(i)	 	The amount of reimbursements (or in-kind benefits) to which you may become
entitled in any one calendar year shall not affect the amount of expenses eligible for
reimbursement (or in-kind benefits) hereunder in any other calendar year.
	 
	 	(ii)	 	Each reimbursement to which you become entitled shall be made by the Company as
soon as administratively practicable following your submission of the supporting
documentation, but in no event later than the close of business of the calendar year
following the calendar year in which the reimbursable expense is incurred.
	 
	 	(iii)	 	Your right to reimbursement (or in-kind benefits) cannot be liquidated or
exchanged for any other benefit or payment.






	 	•	 	At-Will Employment. Your employment with the Company is “at will”. This
means that you or the Company have the option to terminate your employment at any time,
with or without advance notice, and with or without Cause or with or without Good
Reason. This offer of employment does not constitute an express or implied agreement of
continuing or long term employment. The at will nature of your employment can be
altered only by a written agreement specifying the altered status
of your employment. Such written agreement must be signed by both you and the Chief
Executive Officer.




 









 











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Mr. Brian Stolz

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	 	•	 	Severance Benefits. Notwithstanding the immediately preceding bullet
paragraph, if your employment is terminated by the Company without Cause or by you for
Good Reason, the Company shall have the following obligations:





	 	(i)	 	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.
	 
	 	(ii)	 	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.
	 
	 	(iii)	 	The Company will provide you with continued coverage under any health,
medical, dental or vision program or policy in which you were eligible to participate
at the time of your employment termination for 12 months following such termination on
terms no less favorable to you and your dependents (including with respect to payment
for the costs thereof) than those in effect immediately prior to such termination.
	 
	 	(iv)	 	The Company shall provide outplacement services through one or more outside
firms of your choosing up to an aggregate of $20,000, which services shall extend until
the
earlier of (i) 12 months following the termination of your employment or (ii) the date
that you secure full time employment.
	 
	 	 	 	Notwithstanding anything herein to the contrary, the Company shall have no obligation to
pay or provide any of the severance benefits set forth in this letter and shall have no
obligations to you in respect of the termination of your employment save and except for
obligations that are expressly established by applicable employment





 









 






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	 	 	 	standards legislation
unless you execute and deliver, within 60 days of the date of your termination, and do
not revoke, a general release in form satisfactory to the Company and any revocation
period set forth in the release has lapsed. The Company shall pay all cash severance
benefits due within 10 business days following the satisfaction of all of the conditions
set forth in the preceding sentence. You shall not be required to mitigate the amount of
any severance payment provided for under this letter by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to you in any subsequent employment.
	 
	 	 	 	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.
	 
	 	 	 	It is understood that, during your employment by the Company, you will not engage in any
activities that constitute a conflict of interest with the interests of the Company, as
outlined in the Company’s conflict of interest policies for employees and executives in
effect from time to time.
	 
	 	•	 	Covenant Not to Solicit. To protect the confidential information and other
trade secrets of the Company and its affiliates, you agree, during your employment with
the Company or any of its affiliates and for a period of twelve (12) months after your
cessation of employment with the Company or any of its affiliates, not to solicit,
attempt to solicit, or participate in or assist in any way in the solicitation or
attempted solicitation of any employees or independent contractors of the Company or
any of its affiliates. For purposes of this covenant, “solicit” or “solicitation” means
directly or indirectly influencing or attempting to influence employees of the Company
or any of its affiliates to become employed with any other person, partnership, firm,
corporation or other entity. You agree that the covenants contained in this paragraph
are reasonable and necessary to protect the confidential information and other trade
secrets of the Company and its affiliates, provided, that solicitation through general
advertising or the provision of references shall not constitute a breach of such
obligations. For purposes of this paragraph, an “affiliate” shall mean any direct or
indirect subsidiary of the Company or any joint venture or collaboration in which any
such entity or the Company participates.
	 
	 	•	 	Remedies for Breach of Obligations Under the Covenants Not to Solicit Above.
It is the intent and desire of you and the Company (and its affiliates) that the
restrictive provisions in the paragraph captioned “Covenant Not to Solicit” above be
enforced to the fullest extent permissible under the laws and public policies as
applied in each




 









 






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	 	 	 	jurisdiction in which enforcement is sought. If any particular
provision in such paragraph shall be determined to be invalid or unenforceable, such
covenant shall be amended, without any action on the part of either party hereto, to
delete therefrom the portion so determined to be invalid or unenforceable, such
deletion to apply only with respect to the operation of such covenant in the particular
jurisdiction in which such adjudication is made. Your obligations under the two
preceding paragraphs shall survive the termination of your employment with or any other
employment arrangement with the Company or any of its affiliates. You acknowledge that
the Company or its affiliates will suffer irreparable injury, not readily susceptible
of valuation in monetary damages, if you breach your obligations under the paragraph
captioned “Covenant Not to Solicit” above. Accordingly, you agree that the Company and
its affiliates will be entitled, in addition to any other available remedies, to obtain
injunctive relief against any breach or prospective breach by you of your obligations
under either such paragraph in any Federal or state court sitting in the State of New
Jersey, or, at the Company’s (or its affiliate’s) election, in any other state or
jurisdiction in which you maintain your principal residence or your principal place of
business. You agree that the Company or its affiliates may seek the remedies described
in the preceding sentence notwithstanding any arbitration or mediation agreement that
you may enter into with the Company or any of its affiliates. You hereby submit to the
non-exclusive jurisdiction of all those courts for the purposes of any actions or
proceedings instituted by the Company or its affiliates to obtain that injunctive
relief, and you agree that process in any or all of those actions or proceedings may be
served by registered mail, addressed to the last address provided by you to the Company
or its affiliates, or in any other manner authorized by law.
	 
	 	•	 	Indemnification. You shall be indemnified by the Company as provided in its
by-laws or, if applicable, pursuant to an indemnification agreement with the Company if
such agreements are provided to similarly situated executives.
	 
	 	•	 	Section 409A. The parties intend for the payments and benefits under this
Agreement to be exempt from Section 409A or, if not so exempt, to be paid or provided
in a manner which complies with the requirements of such section, and intend that this
Agreement shall be construed and administered in accordance with such intention. Any
payments that qualify for the “short-term deferral” exception or another exception
under Section 409A shall be paid under the applicable exception. For purposes of the
limitations on nonqualified deferred compensation under Section
409A, each payment of compensation under this Agreement shall be treated as a separate
payment of compensation. Notwithstanding anything contained herein to the contrary, to
the extent required in order to avoid accelerated taxation and/or tax penalties under
Section 409A, amounts that would otherwise be payable and benefits that would otherwise
be provided pursuant to this letter during the six-month period immediately following
your separation from service shall instead be paid on the first business day after the
date that is six months following your Termination Date (or death, if earlier), with
interest from the date such amounts would otherwise have been paid at the short-term
applicable federal rate, compounded semi-annually, as




 









 







June 27, 2011

Mr. Brian Stolz

Page 14 of 14









	 	 	 	determined under Section 1274 of
the Internal Revenue Code of 1986, as amended, for the month in which payment would have
been made but for the delay in payment required to avoid the imposition of an additional
rate of tax on you under Section 409A.
	 
	 	•	 	Withholding Taxes. All payments to you or your beneficiary under this
letter agreement shall be subject to withholding on account of federal, state and local
taxes as required by law.





It is understood that you are required to read, review, agree, sign and return the Company’s
customary on-boarding documentation.




Policies of the Company will govern any other matter not specifically covered by this letter.




Except as specifically described in the following sentence, the terms of this letter constitute the
entire agreement between the Company and you with respect to the subject matter hereof, superseding
all prior agreements and negotiations This letter is governed by the laws of the State of New
Jersey. All currency amounts set forth in the letter agreement refer to U.S. dollars.




As confirmation of acceptance of this employment offer, please sign this letter indicating your
agreement and acceptance of the terms and conditions of employment. In addition, please mail the
original signed offer letter in the envelope provided. A duplicate copy of this offer
letter is included for your records.




	 	 	 	 	 
	 	Sincerely,



Valeant Pharmaceuticals International, Inc.

 	 
	 	By:  	/s/ J. Michael Pearson 	 
	 	 	J. Michael Pearson 	 
	 	 	Chief Executive Officer 	 
	 
	 	 	 
	 	  	/s/ Brian Stolz 	 
	 	 	Brian Stolz