RELEASE AGREEMENT
EXHIBIT 10.3
Valeant Pharmaceuticals International (the “Company”) has agreed that, in return for
my signing this Release Agreement, dated as of February 1st, 2008 (the “Agreement”), the Company
will provide me with the benefits described in the Separation Agreement, dated as of February 1,
2008 between me and the Company (the “Separation Agreement”). I understand that I am not
entitled to severance benefits unless I sign this Agreement. I understand that, regardless of
whether I sign this Agreement, the Company will pay me any accrued salary and vacation to which I
am entitled by law. In consideration for the benefits I am receiving under this Agreement:
(1) I hereby release the Company and its parent, subsidiaries, predecessors, successors, and
affiliates, and their officers, directors, employees, shareholders, and agents from any and all
claims, liabilities, or obligations of every kind, but only to the extent (a) actually known by me
or, if unknown, are of such a nature that a prudent person acting under similar circumstances would
know of such claims; and (b) arising at any time prior to and through the date I sign this
Agreement. This general release includes, but is not limited to: all federal and state statutory
and common law claims; claims related to my employment, termination of my employment, breach of
contract, tort, discrimination, harassment, retaliation, fraud, emotional distress, compensation or
benefits; and claims for any form of equity or compensation. In releasing claims potentially
unknown to me at present, I acknowledge that I have understood and waived all rights and benefits
under Section 1542 of the California Civil Code, and any law or legal principle of similar effect
in any jurisdiction. California Civil Code Section 1542 provides as follows: “A general release
does not extend to claims which the creditor 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.”
(2) I acknowledge that I am knowingly and voluntarily waiving and releasing any rights that I
may have under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and that the
consideration given for the waiver and release in the preceding paragraph is in addition to
anything of value to which I was already entitled and provided to me in order to obtain a full
release of all claims, including claims for age discrimination. I further acknowledge that I have
been advised by this writing that: (a) my waiver and release do not apply to any rights or claims
that may arise after the execution date of this Agreement; (b) I have the right to consult with an
attorney prior to executing this Agreement; (c) I have twenty-one (21) days to consider this
Agreement (although I may choose voluntarily to execute this Agreement earlier); (d) I have seven
(7) days following the execution of this Agreement to revoke the Agreement as to only any claim I
may have for age discrimination under the ADEA by providing written notice to the head of the
Company’s Human Resources department which is received by 5:00 p.m. on the seventh day following my
execution of this Agreement (I acknowledge that I do not have a right to revocation with respect to
any other claims); and (e) this Agreement will be effective upon my execution of it, but that no
benefits will be owed to
me any sooner than the payment date set forth in the Separation Agreement. I further acknowledge
that 90% of the benefits provided to me by this Agreement are for the release of any potential
claim for age discrimination I may have under the ADEA.
(3) Notwithstanding anything herein to the contrary, I am not releasing: (a) any claims that
relate to my right to enforce this Agreement or the Separation Agreement, (b) my rights of
indemnification and directors and officers liability insurance coverage (or replacements therefor)
to which I was entitled immediately prior to the date of this Agreement with regard to my service
on behalf of the Company and its affiliates (including, without limitation, under Section 13(d) of
the Executive Employment Agreement); (c) my rights under any tax-qualified pension or claims for
accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by
the Company or under COBRA; (d) my rights under the provisions of the Executive Employment
Agreement which are intended to survive the termination of my employment; or (e) my rights as a
stockholder.
* * *
This Agreement constitutes the complete, final and exclusive embodiment of the entire
agreement between the Company and me with regard to my release of all known and unknown claims
against the Company. I acknowledge and understand that certain provisions in my Amended and
Restated Executive Employment Agreement dated as of January 1, 2005 are intended to and do survive
the termination of my employment and the execution of the Separation Agreement and this Agreement.
I am not relying on any promise or representation, written or oral, that is not expressly stated
herein. This Agreement may only be modified by a written agreement signed by both me and a duly
authorized officer of the Company and approved by the Company’s Board of Directors.
UNDERSTOOD AND AGREED: |
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/s/ Xxxxxxx X. Xxxxx
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February 1, 2008 | |
Xxxxxxx X. Xxxxx
|
Date | |
/s/ Xxxxx Xxxxxxxxx
|
February 1, 2008 | |
| Date |
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