exv10w1






Exhibit 10.1




SEPARATION AGREEMENT




     SEPARATION AGREEMENT dated the 7th day of July, 2011 (the “Effective Date”), between VALEANT
PHARMACEUTICALS INTERNATIONAL, INC. (“Valeant”) and Mark Durham (“Mr. Durham”).



     WHEREAS Mr. Durham is serving as Valeant’s Senior Vice President, Human Resources, pursuant to
an Agreement entered into on November 11, 2010 (the “2010 Agreement”);



     WHEREAS the parties have agreed that Mr. Durham’s employment with Valeant shall terminate, and
he will cease to serve as Senior Vice President, Human Resources, effective as of the Termination
Date;



     WHEREAS, concurrently with the execution of this Separation Agreement, Mr. Durham will be
executing a resignation letter, resigning from his positions as an officer of Valeant and its
subsidiaries;



     WHEREAS as a result of him ceasing to serve as Senior Vice President, Human Resources, Mr.
Durham will be entitled to receive certain payments and benefits as agreed between the parties;



     WHEREAS Valeant and Mr. Durham desire to enter into this Separation Agreement (this
“Agreement”) to set forth the parties’ agreement as to Mr. Durham’s entitlements and continuing
obligations as a consequence of his termination of employment with Valeant.



     NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency whereof is hereby
acknowledged, the parties hereto agree as follows:




	1.	 	Capitalized Terms. Unless otherwise defined herein, capitalized terms shall
have the meaning set forth in the 2010 Agreement.
	 
	2.	 	Termination Date. The parties agree that the Termination Date shall be
August 1, 2011; that Mr. Durham’s employment as Senior Vice President, Human
Resources shall terminate as of the Termination Date; and that Mr. Durham
shall cease to have any obligations under the 2010 Agreement as of the
Termination Date.
	 
	3.	 	Remuneration Upon Termination. The parties acknowledge that as a result of
Mr. Durham’s termination of employment with Valeant, he shall be entitled to
the following:






	 	(a)	 	any accrued but unpaid salary or vacation pay;
	 
	 	(b)	 	subject to Mr. Durham executing the general
release of claims attached hereto as Annex A
(the “Release”), and any applicable
revocation period expiring, within 60 days
following the date hereof, a lump amount
equal to US$1,315,751 (representing Mr.
Durham’s pro-rata 2011 annual bonus and all
severance amounts payable to Mr. Durham),
such amount to be payable within ten days
following the expiration of the revocation
period with respect to the executed Release;
	 
	 	(c)	 	subject to Mr. Durham executing the Release,
and any applicable revocation period
expiring, Mr. Durham’s health, medical,
dental and vision care benefits will continue
for 12 months following the Termination Date;
and
	 
	 	(d)	 	any unvested equity compensation awards held
by the Mr. Durham as of the Termination Date,
other than those equity awards granted
pursuant to the 2010 Agreement, shall
automatically accelerate and become one
hundred percent (100%) vested and, as
applicable, exercisable, as of the
Termination Date (subject to blackouts under
the applicable Company policy).






	4.	 	Covenant Not to Solicit.






	 	(a)	 	To protect the confidential information and
other trade secrets of Valeant and its
affiliates as well as its goodwill, Mr.
Durham hereby agrees, that for a period of
twelve (12) months following the Termination




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	 	 	 	Date, 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
Valeant or any its affiliates. For purposes
of this covenant, “solicit” or “solicitation”
means directly or indirectly influencing or
attempting to influence employees of Valeant
or any of its affiliates to become employed
with any other person, partnership, firm,
corporation or other entity regardless of
which party first contacted the other. Mr.
Durham agrees that the covenants contained in
this paragraph are reasonable and necessary
to protect the confidential information and
other trade secrets of Valeant and its
affiliates, provided, that solicitation
through general advertising or the provision
of references shall not constitute a breach
of such obligations.
	 
	 	(b)	 	It is the intent and desire of Mr. Durham and
Valeant (and its affiliates) that the
restrictive provisions in this subsection be
enforced to the fullest extent permissible
under the laws and public policies as applied
in each jurisdiction in which enforcement is
sought. If any particular provision in this
subsection 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. Mr. Durham
acknowledges that Valeant or its affiliates
will suffer irreparable injury, not readily
susceptible of valuation in monetary damages,
if Mr. Durham breaches his obligations under
this subsection. Accordingly, Mr. Durham
agree that Valeant and its affiliates will be
entitled, in addition to any other available
remedies, to obtain injunctive relief against
any breach or prospective breach by Mr.
Durham of his obligations under this
subsection in any Federal or state court
sitting in the State of New Jersey, or, at
Valeant’s (or its affiliate’s) election, in
any other state or jurisdiction in which Mr.
Durham maintains his principal residence or
his principal place of business. Mr. Durham
agrees that Valeant or its affiliates may
seek the remedies described in the preceding
sentence notwithstanding any arbitration or
mediation agreement that Mr. Durham may enter
into with Valeant or any of its affiliates.
Mr. Durham hereby submits to the
non-exclusive jurisdiction of all those
courts for the purposes of any actions or
proceedings instituted by Valeant or its
affiliates to obtain that injunctive relief,
and Mr. Durham agrees that process in any or
all of those actions or proceedings may be
served by overnight courier (including
Federal Express), addressed to the last
address provided by Mr. Durham to Valeant, or
in any other manner authorized by law.






	5.	 	Other Company Policies. Mr. Durham agrees that he shall
continue to be bound to the terms of the Confidentiality
Agreement, the Standards of Business Conduct, and any other
policies of Valeant and its affiliates that survive
termination of employment.
	 
	6.	 	Indemnification and Tax Equalization. Mr. Durham shall be
indemnified by Valeant as provided in its by-laws or, if
applicable, pursuant to any indemnification agreement Mr.
Durham may have with Valeant as of the date hereof. In
addition, Mr. Durham shall be entitled to the benefits
relating to tax equalization set forth in the 2010 Agreement
with respect to his employment at Valeant from January 1,
2011 through the Termination Date.
	 
	7.	 	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.
	 
	8.	 	This Agreement sets forth the entire agreement between Mr.
Durham and Valeant concerning the resignation of Mr. Durham’s
employment, and supersedes any other written or oral promises
concerning the subject matter of this Agreement. For the
avoidance of doubt, all Company equity awards granted to Mr.
Durham pursuant to the 2010 Agreement shall be forfeited,
without consideration, on the Termination Date. No waiver or
amendment of this Agreement will be effective unless it is in
writing, refers to this Agreement, and is signed by the Chief
Executive Officer of Valeant.




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth
above.



	 	 	 	 	 
	 	VALEANT PHARMACEUTICALS

INTERNATIONAL, INC.

 	 
	 	By:  	/s/
Robert R. Chai-Onn	 
	 	 	Robert R. Chai-Onn
EVP, General Counsel and Corporate
Secretary	 
	 	 	 	 
	 	/s/ Mark Durham
	 
	 	MARK DURHAM 	 



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ANNEX A




General Waiver & Release





     This Legal Release (“Release”) dated as of the last date executed below (the “Release
Date”) is between Valeant Pharmaceuticals International, Inc. (the “Company”) and Mark Durham
(“Employee”).



     Employee Release. Employee, on behalf of himself, and Employee’s heirs, executors,
administrators, and/or assigns, does hereby RELEASE AND FOREVER DISCHARGE the Company, together
with its parents, subsidiaries, affiliates, predecessors, and successor corporations and business
entities, past, present and future, and its and their agents, directors, officers, employees,
shareholders, insurers and reinsurers, and employee benefit plans (and the trustees,
administrators, fiduciaries, agents, insurers, and reinsurers of such plans) past, present and
future, and their heirs, executors, administrators, predecessors, successors, and assigns
(collectively, the “RELEASEES”), of and from any and all legally waivable claims, causes of
actions, suits, lawsuits, debts, promises, agreements and demands whatsoever in law or in equity,
known or unknown, suspected or unsuspected, which Employee or which Employee’s heirs, executors
administrators, or assigns hereafter ever had, now have, or may have, from the beginning of time to
the date Employee executes this Release except as expressly set forth herein. This general waiver
and release does not include any claims, causes of actions, suits, lawsuits, debts, and demands
whatsoever in law or in equity, known or unknown, suspected or unsuspected which may come into
existence post the date of this Release.



     The claims being waived and released include, without limitation:



     a. any and all claims of violation of any foreign or United States federal, state, provincial
and local law arising from or relating to Employee’s recruitment, hire, employment and termination
of employment with the Company;



     b. any and all claims of wrongful discharge, emotional distress, defamation,
misrepresentation, fraud, detrimental reliance, breach of contractual obligations, promissory
estoppel, negligence, assault and battery, and violation of public policy;



     c. all claims to disputed wages, compensation, and benefits, including any claims for
violation of applicable state laws relating to wages and hours of work;



     d. any and all claims for violation of any state or federal statute or regulation relating to
termination of employment, unlawful discrimination, harassment or retaliation under applicable
federal, state and local constitutions, statutes, laws, and regulations (which includes, but is not
limited to, the Age Discrimination in Employment Act, as amended (“ADEA”), Title VII of the
Civil Rights Act of 1964, 42 U.S.C. 1981, the Employee Retirement Income Security Act (“ERISA”),
the Family and Medical Leave Act of 1993, the Americans with Disabilities Act, the Rehabilitation
Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the New Jersey Law
Against Discrimination and Conscientious Employee Protection Act, the California Fair Employment
and Housing Act and the California Family Rights Act), the Ontario Employment Standards Act, 2000,
Human Rights Code, and Workplace Safety and Insurance Act; and



     e. any and all claims for monetary damages and any other form of personal relief.



     In waiving and releasing any and all claims against the Releasees, whether or not now known to
Employee, Employee understands that this means that, if Employee later discovers facts different
from or in addition to those facts currently known by Employee, or believed by Employee to be true,
the waivers and releases of this Release will remain effective in all respects — despite such
different or additional facts and Employee’s later discovery of such facts, even if Employee would
not have agreed to this Release if Employee had prior knowledge of such facts.



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     In order to waive and release any and all claims against the Releasees, whether or not now
known, Employee expressly waives and releases all rights under California Civil Code section 1542
(or under any similar statute in any other jurisdiction) which states (language in parentheses
added):



     A general release does not extend to claims which the creditor (e.g., Employee) does not know
or suspect to exist in his favor at the time of executing the release, which, if known by him, must
have materially affected his settlement with the debtor (e.g., the Company).



     The only claims that are not being waived and released by Employee hereunder are claims
Employee may have for:



     a. unemployment, state disability and/or paid family leave insurance benefits pursuant to the
terms of applicable state law;



     b. continuation of existing participation in Company-sponsored group health benefit plans, at
Employee’s full expense, under the United States federal law known as “COBRA” and/or under any
applicable state counterpart law;



     c. any benefit entitlements that are vested as of the Separation Date pursuant to the terms of
a Company-sponsored benefit plan governed by the United States federal law known as “ERISA;”



     d. stock and/or vested option shares pursuant to the written terms and conditions of
Employee’s existing stock option or other equity award grants and agreements, existing as of the
Termination Date;



     e. violation of any foreign or United States federal, state or local statutory and/or public
policy right or entitlement that, by applicable law, is not waivable;



     f. any claims, causes of actions, suits, lawsuits, debts, or demands whatsoever arising out of
or relating to the Employee’s right to enforce the terms of this Release and the Separation
Agreement dated December 20, 2010; and



     g. any wrongful act or omission occurring after the date Employee signs this Release.



     Nothing in this Release, prevents or prohibits Employee from filing a claim with a government
agency, such as the U.S. Equal Employment Opportunity Commission, that is responsible for enforcing
a law. However, Employee understands that, because Employee is waiving and releasing all claims
“for monetary damages and any other forms of personal relief” through the date upon which Employee
signs this Release, Employee may not recover any monetary relief from such a claim and may only
seek and receive non-personal forms of relief through any such claim.



     Confidentiality of this Release. Employee agrees, covenants and promises that Employee has not
communicated or disclosed, and will not hereafter communicate or disclose, the terms of this
Release, to any persons with the exception of: (1) members of Employee’s immediate family,
Employee’s attorneys, accountants, tax, or financial advisors, each of whom shall be informed of
this confidentiality obligation and shall agree to be bound by its terms; (2) to the Internal
Revenue Service or state or local taxing authority; (3) as is expressly required or protected by
law; or (4) in any action to challenge or enforce the terms of this Release provided that such
disclosure is protected from public disclosure by an appropriate confidentiality order to the
maximum extent permitted by applicable authority. Employee agrees to be liable for any breach of
this Paragraph by the individuals identified in clause (1) above.



     Nondisparagement. Employee agrees not to make written or oral statements about the Company or
the Releasees that are negative or disparaging. Notwithstanding the forgoing, nothing in this
Agreement shall preclude Employee from communicating or testifying truthfully (i) to the extent
required or protected by law, (ii) to any federal, state, provincial or local governmental agency,
or (iii) in response to a subpoena to testify issued by a court of competent jurisdiction.



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     No Admission. Nothing about the fact or content of this Release shall considered to be or
treated by Employee or the Company as an admission of any wrongdoing, liability or violation of law
by Employee or by any Releasee.



     Consideration & Revocation Periods; Effective Date. Employee acknowledges that (a) the Company
has advised him of his right to consult with an attorney prior to signing this Release; (b) he has
carefully read and fully understands all of the provisions of this Release, and (c) he is entering
into this Release, including the releases set forth herein, knowingly, freely and voluntarily in
exchange for good and valuable consideration (including, but not limited to, the payments to be
made under Sections 3(b)-(d) of the agreement between the Company and Employee, dated as of July [
], 2011, to which he would not be entitled in the absence of signing this Release). Employee has
thirty-five (35) calendar days to consider this Release, although he may sign it sooner, but not
before August 1, 2011.



     In addition, for the period of seven (7) calendar days after the date Employee signs this
Release (“7-day Revocation Period”), Employee may revoke it by delivering written notice of
revocation to the Company by hand-delivery or by facsimile or e-mail transmission using the street,
facsimile or e-mail address for the Company stated below.



     Because of this 7-day Revocation Period, this Release will not become effective and
enforceable until the eighth calendar day after the date Employee signed it, provided that Employee
has delivered Employee’s signed Release to the Company, and Employee did not revoke the Release.



     Delivery to the Company. Employee should return this Release, signed by Employee (and any
notice of revocation, if applicable) to:


Valeant Pharmaceuticals International, Inc.

700 US Highway 202/206

Bridgewater, NJ 08807

Attn: General Counsel




     Judicial Interpretation/Modification; Severability. In the event that this Release shall be
held to be void, voidable, unlawful or, for any reason, unenforceable, the Release shall be
voidable at the sole discretion of the Company.



     Changes to Release. No changes to this Release can be effective except by another written
agreement signed by Employee and by the Company’s Senior Vice President of Human Resources.



     Complete Agreement. Except for the Separation Agreement entered into with the Employee, this
Release, assuming it is executed and not revoked during the 7-day Revocation Period, cancels,
supersedes and replaces any and all prior agreements (written, oral or implied-in-fact or in-law)
between Employee and the Company regarding all of the subjects covered by this Release. This
Release is the full, complete and exclusive agreement between Employee and the Company regarding
all of the subjects covered by this Release, and neither the Employee nor the Company is relying on
any representation or promise that is not expressly stated in this Release.



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	Dated:

	 	 
 

	 	 	 	By:
	 	 
 

	 	  





I HAVE READ THIS RELEASE. I UNDERSTAND THAT I AM GIVING UP IMPORTANT RIGHTS. I AM AWARE OF MY RIGHT
TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING DURING THE CONSIDERATION PERIOD, AND THAT THE
COMPANY HAS ADVISED ME TO UNDERTAKE SUCH CONSULTATION BEFORE SIGNING THIS RELEASE. I SIGN THIS
RELEASE FREELY AND VOLUNTARILY, WITHOUT DURESS OR COERCION.




	 	 	 	 	 	 	 	 	 	 	 

	Dated:

	 	 
 

	 	 	 	 
 

	 	  
	 

	 	 	 	 	 	Mark Durham	 	 







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