Exhibit
      (10)-vv





RESTRICTED
      STOCK AWARD AGREEMENT PURSUANT TO


2003
      LONG-TERM INCENTIVE PLAN


(With
      Additional Change of Control Provisions)





RESTRICTED
      STOCK AWARD AGREEMENT, by Bausch & Lomb Incorporated, a New York corporation
      (referred to hereinafter as the "Company"), dated as of the date which appears
      on the “Date of Award and Agreement” in the Award Summary attached hereto (the
“Award Summary”) in favor of the individual who appears on the Award Summary
      (the "Recipient").





In
      accordance with the provisions of the Company’s 2003 Long-term Incentive Plan
      (referred to hereinafter as the "Plan"), approved by the shareholders of the
      Company on April 29, 2003, the Compensation Committee (referred to hereinafter
      as the "Committee") of the Board of Directors of the Company has authorized
      the
      execution and delivery of this Agreement (the form of which was approved by
      the
      Committee on April 10, 2007). The Award Summary contains the details of the
      awards covered by this Agreement and is incorporated herein in its
      entirety.





NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the Company and Recipient agree as follows:





1.  Award
      of Restricted Stock .
      Subject
      to all the terms and conditions of the Plan and this Agreement, the Company
      has
      granted to Recipient as of the date set forth on the Award Summary, a restricted
      stock award of the number of shares of $.40 par value common stock of the
      Company (the “Grant”) indicated on the Award Summary (such number of shares
      being subject to adjustment as provided in Section 7 of this
      Agreement).





Recipient
      acknowledges that shares issued by the Company hereunder are an award and are
      neither an option nor a sale to Recipient.





2.  Vesting .
      Recipient's ownership of the shares granted herein shall vest (meaning that
      the
      Restriction Period (as defined in the Plan) shall lapse) as provided in the
      Award Summary. The Recipient must be a full time, active employee of the Company
      on the Vesting Dates as indicated in the Award Summary as a condition to
      becoming vested. The vesting requirements of this Section 2 shall be waived
      automatically and the entire award granted hereunder shall be fully vested
      upon
      (i) termination of employment (a) of the Recipient by the Company other than
      for
      Cause (as defined below) or (b) by the Recipient for Good Reason (as defined
      below), in either case following a Change in Control (as defined below), or
      (ii)
      termination of employment due to death or disability. The terms “Cause” and
“Good Reason” shall have the meaning assigned to them in the Change of Control
      Employment Agreement dated __________ between the Company and the Recipient.
      The
      Committee or the Board of Directors shall determine whether authorized leave
      of
      absence shall constitute termination of employment, which determination shall
      be
      final and conclusive. Notwithstanding the foregoing:





(a)  This
      Grant shall not become fully vested and transferable upon a Change in
      Control;





(b)  If,
      in
      connection with a Change in Control, the restricted stock which is the subject
      of such grant is converted into cash, securities or other property (the “Change
      in Control Consideration”), Recipient shall have a contract right to receive
      such Change in Control Consideration provided that such payments shall only
      be
      made to Recipient on the earlier of (a) the date vesting is schedule to occur
      hereunder or (b) the date the Recipient’s employment is terminated by the
      Company without Cause or by the Recipient for Good Reason, in each case
      following the Change in Control; and





(c)  If
      the
      payments under Section 2(b) would otherwise be subject to tax under Section
      409A
      of the Internal Revenue Code, such payments shall not commence until six months
      after the termination date.





For
      purposes of this Agreement, "Change in Control" shall mean:





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





B.  Individuals
      who, as of April 28, 2003, constitute the Board of Directors of the Company
      (the
      "Board" and, as of April 28, 2003, the "Incumbent Board") cease for any reason
      to constitute at least a majority of the Board; provided, however, that any
      individual becoming a director subsequent to April 28, 2003 whose election,
      or
      nomination for election by the Company's shareholders, was approved by a vote
      of
      at least a majority of the directors then comprising the Incumbent Board shall
      be considered as though such individual were a member of the Incumbent Board,
      but excluding, for this purpose, any such individual whose initial assumption
      of
      office occurs as a result of either an actual or threatened election contest
      (as
      such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
      Exchange Act) or other actual or threatened solicitation of proxies or consents
      by or on behalf of a Person other than the Board; or








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





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





3.  General
      Restriction .
      This
      award shall be subject to the requirement that if at any time the Board of
      Directors shall determine, in its discretion, that the listing, registration
      or
      qualification of the shares subject to such award upon any securities exchange
      or under any state or federal law, or the consent or approval of any government
      regulatory body, is necessary or desirable as a condition of, or in connection
      with, the granting of such award or the issue or vesting of shares thereunder,
      such award may not be effective in whole or in part unless such listing,
      registration, qualification, consent or approval shall have been effected or
      obtained free of any conditions not acceptable to the Board of
      Directors.





4.  Dividend
      and Voting Rights for Unvested Shares .
      Subject
      to the risk of forfeiture set forth in Section 2, the Recipient shall have
      dividend and voting rights as to unvested common shares. Recipient shall have
      all other rights as a shareholder with respect to shares covered by this award
      as such shares vest.





5.  Non-Transferability
      of Award .
      The
      award granted under this Agreement shall not be transferable by the Recipient
      except as may be set forth in the Plan.





6.  Share
      Withholding Upon Vesting .


Recipient
      may elect to have a portion of the stock otherwise issuable to him or her upon
      vesting withheld by the Company in order to satisfy applicable federal, state
      and local withholding tax requirements, provided that such election complies
      with the following:





(a)  The
      election shall be submitted to the Company in writing and shall be irrevocable;
      and





(b)  The
      value
      of the shares subject to the withholding election shall not exceed the maximum
      marginal tax rate to which Recipient is subject in connection with the award
      granted hereunder.





For
      purposes of the foregoing, the shares withheld shall be deemed to have a value
      per share equal to the fair market value of the shares on the date the tax
      liability arises.





7.  Recapitalization .
      In the
      event there is any recapitalization in the form of a stock dividend,
      distribution, split, subdivision or combination of shares of common stock of
      the
      Company, resulting in an increase or decrease in the number of common shares
      outstanding, there shall be a proportionate adjustment made in the number of
      shares of common stock issuable upon vesting.








8.  No
      Right to Employment .





(a)  Benefits
      and rights provided under the Plan are wholly discretionary and, although
      provided by the Company, do not constitute regular and periodic payments. The
      benefits and rights provided under the Plan are not to be considered part of
      the
      Recipient’s salary or compensation under Recipient’s employment for purposes of
      calculating any severance, resignation, redundancy or other end of service
      payments, vacation, bonuses, long-term service awards, indemnification, pension
      or retirement benefits, or any other payments, benefits or rights of any
      kind.





(b)  The
      Grant
      issued hereunder, and any future Grants under the Plan are entirely voluntary,
      and at the complete discretion of the Company. Neither the Grant nor any future
      Grant by the Company shall be deemed to create any obligation to any further
      Grants, whether or not such a reservation is explicitly stated at the time
      of
      such a grant. The Company has the right, at any time and/or on an annual basis,
      to amend, suspend or terminate the Plan; provided, however, that no such
      amendment, suspension, or termination shall adversely affect the Recipient’s
      rights hereunder.





(c)  The
      Plan
      shall not be deemed to constitute, and shall not be construed by the Recipient
      to constitute, part of the terms and conditions of employment. The Company
      shall
      not incur any liability of any kind to the Recipient as a result of any change
      or amendment, or any cancellation, of the Plan at any time.





(d)  Participation
      in the Plan shall not be deemed to constitute, and shall not be deemed by the
      Recipient to constitute, an employment or labor relationship of any kind with
      the Company.





9.  Competing
      Work Activities .





(a)  Notwithstanding
      anything to the contrary contained herein or in the Plan, if Recipient
      voluntarily terminates his or her employment with the Company (other than for
      Good Reason following a Change in Control) or is terminated for misconduct
      or
      failure or refusal to perform his or her duties of employment (as determined
      by
      the Committee), and within a period of one year after such termination shall,
      directly or indirectly, engage in a competing activity (as defined below),
      Recipient shall be required to remit to the Company, with respect to any shares
      granted hereunder which become fully vested on or after the date twelve (12)
      months prior to such termination, the fair market value of such shares on the
      date of vesting. Such remittance shall be payable in cash or by certified or
      bank check or by delivery of shares of Common Stock of the Company registered
      in
      the name of the grantee duly assigned to the Company with the assignment
      guaranteed by a bank, trust company or member firm of the New York Stock
      Exchange, or by a combination of the foregoing. Any such shares so delivered
      shall be deemed to have a value per share equal to the fair market value of
      the
      shares on such date. This provision shall, however, become null and void, and
      Company's rights to any remittance under this provision automatically shall
      be
      deemed waived, upon a Change in Control (as defined in Section 2 of this
      Agreement).





(b)  For
      purposes of this Section, Recipient will be deemed to be "engaged in a competing
      activity" if he or she owns, manages, operates, controls, is employed by, or
      otherwise engages in or assists another to engage in any activity or business
      which competes with any business or activity of the Company in which Recipient
      was engaged or involved, or which, as of the time of Recipient's termination,
      was in a state of research or development by any such business of the
      Company.





(c)  Nothing
      contained in this Section shall be interpreted as or deemed to constitute a
      waiver of, or diminish or be in lieu of, any other rights the Company may
      possess as a result of Recipient's direct or indirect involvement with a
      business competing with the business of the Company.





10.  Amendment
      of this Agreement .
      The
      Board of Directors of the Company or the Committee may, from time to time,
      require the modification or amendment of the terms of this Agreement, including,
      without limiting the foregoing generality, the making of such amendments or
      revisions as the Board or the Committee shall deem advisable, provided, however,
      that no termination, modification or amendment of this Agreement shall, without
      the consent of the Recipient, impair his or her rights hereunder.





11.  Notices .
      Notices
      hereunder shall be in writing and if to the Company shall be delivered
      personally to the Secretary of the Company or mailed to its principal office,
      One Bausch & Lomb Place, Rochester, New York 14604-2701, addressed to the
      attention of the Secretary, and if to the Recipient shall be delivered
      personally or mailed to the Recipient at his or her address as the same appears
      on the records of the Company.





12.  Interpretation
      of this Agreement .
      All
      decisions and interpretations made by the Board of Directors or the Committee
      with regard to any question arising hereunder or under the Plan shall be binding
      and conclusive on the Company and the Recipient. In the event there is any
      inconsistency between the provisions of this Agreement and of the Plan, the
      provisions of the Plan shall govern.





13.  Successors
      and Assigns .
      This
      Agreement shall bind and inure to the benefit of the parties hereto and the
      successors and assigns of the Company and to the extent provided herein to
      the
      personal representatives, legatees and heirs of the Recipient.





14.  Severability
      and Saving Provision .
      The
      parties intend that this Agreement shall be enforced to the maximum extent
      possible. If a court of competent jurisdiction: (i) finds any provision of
      this
      Agreement to be unenforceable, that provision shall be deemed excised and the
      remainder of the Agreement shall continue in full force and effect; and (ii)
      finds any provision of this Agreement to be unenforceable by reason of its
      being
      extended for too great a period of time, over too large a geographic area,
      or
      over too great a range of activities, the Agreement shall be interpreted to
      extend over the maximum period of time, geographic range and range of activities
      as to which it may be enforceable.








15.  Tax
      Matters .





(a)  The
      Company shall have the power and the right to deduct or withhold, or require
      Recipient to remit to the Company, an amount sufficient to satisfy taxes imposed
      under the laws of any country, state, province, city or other jurisdiction,
      including but not limited to income taxes, capital gain taxes, transfer taxes,
      and social security contributions, that are required by law to be withheld
      with
      respect to the Grant, the sale of shares acquired by the Grant, and/or payment
      of dividends on shares acquired pursuant to the Grant.





(b)  Recipient
      agrees to take all steps necessary to comply with all applicable provisions
      of
      laws of any country, state, province, city or other jurisdiction in exercising
      his or her rights under the Plan and this Agreement.





16.  Administration
      and Compliance with Laws .





(a)  This
      Agreement shall be subject to all applicable laws, rules, and regulations,
      and
      to such approvals by any governmental agencies or national securities exchanges
      as may be required.





(b)  The
      Company is issuing the Grant(s) hereunder. Furthermore, this Agreement is not
      derived from any preexisting labor relationship between the Recipient and the
      Company, but rather from a mercantile relationship.





(c)  The
      Company will administer the Plan from the U.S. and New York State law and the
      Federal laws of the United States (except those provisions relating to conflicts
      of law) will govern all Grants issued under the Plan.





17.  Privacy .
      As a
      condition of the Grant, the Recipient consents to the collection, use, and
      transfer of personal data as described in this Section to the full extent
      permitted by and in full compliance with applicable law.





(a)  The
      Recipient understands that the Company holds, by means of an automated data
      file, certain personal information about the Recipient, including, but not
      limited to, name, home address and telephone number, date of birth, social
      insurance number, salary, nationality, job title, any shares or directorships
      held in the Company, details of all options or other entitlement to shares
      awarded, cancelled, exercised, vested, unvested, or outstanding in the
      Recipient’s favor, for the purpose of managing and administering the Plan
      (“Data”).





(b)  The
      Recipient further understands that part or all of his/her Data may be also
      held
      by the Company and/or it Subsidiaries, pursuant to a transfer made in the past
      with his/her consent, in respect of any previous Grant, which was made for
      the
      same purposes of managing and administering of previous award/incentive plans,
      or for other purposes.





(c)  The
      Recipient further understands that his/her local employer will transfer Data
      to
      the Company and/or its Subsidiaries among themselves as necessary for the
      purposes of implementation, administration, and management of the Recipient’s
      participation in the Plan, and that the Company and/or its Subsidiary may
      transfer data among themselves, and/or each, in turn, further transfer Data
      to
      any third parties assisting the Company in the implementation, administration,
      and management of the Plan (“Data Transferees”).





(d)  The
      Recipient understands that the Company and/or its Subsidiaries, as well as
      the
      Data Transferees, are or may be located in his or her country of residence
      or
      elsewhere, such as the United States. The Recipient authorizes the Company
      and/or its Subsidiaries, as well as Data Transferees to receive, possess, use,
      retain, and transfer Data in electronic or other form, for the purposes of
      implementing, administering, and managing his or her participation in the Plan,
      including any transfer of such Data, as may be required for the administration
      of the Plan and/or the subsequent holding of shares on his or her behalf, to
      a
      broker or third party with whom the shares acquired on exercise may be
      deposited.





(e)  The
      Recipient understands that he or she may show his/her opposition to the
      processing and transfer of his/her Data, and, may at any time, review the Data,
      request that any necessary amendments be made to it, or withdraw his or her
      consent herein in writing by contacting the Company. The Recipient further
      understands that withdrawing consent may affect his or her ability to
      participate in the Plan.





18.  General .
      The
      Recipient has received, and therefore has full knowledge of and understands,
      the
      terms and conditions of this Agreement. The Recipient acknowledges that copies
      of the complete rules of the Plan have also been made available to him/her
      at
      his/her work center with his/her local employer.








IN
      WITNESS WHEREOF, the Company and Recipient have executed this Agreement on
      the
      day and year first set forth in the Award Summary.





RECIPIENT
              
              By:
            BAUSCH
                & LOMB INCORPORATED
              
              By:
              Jean
                F. Geisel, SecretaryName
                Printed:
              
              Date: