Form of Indemnification Agreement

The Indemnified Party is, has been or, at the request of the Corporation, proposes to become, a director or officer of the Corporation.

The Corporation is permitted to indemnify its directors and officers to the extent permitted herein.

The Corporation considers it desirable and in the best interests of the Corporation to attract and retain the services of highly qualified individuals such as the Indemnified Party to serve as a director or officer of the Corporation and to therefore enter into this Agreement to set out the circumstances and manner in which the Indemnified Party may be indemnified in respect of certain liabilities or expenses which the Indemnified Party may incur as a result of acting as a director or officer of the Corporation.

The Indemnified Party has agreed to serve or to continue to serve as a director or officer of the Corporation subject to the Corporation providing the Indemnified Party with directors’ and officers’ liability insurance and an indemnity against certain liabilities and, in order to induce the Indemnified Party to serve and to continue to so serve as a director or officer of the Corporation, the Corporation has agreed to provide the indemnity in this Agreement.

Definitions

“Act” means the Canada Business Corporations Act, provided that if the Corporation continues its existence under the corporate statute of any province or territory Canada, from and after the effective date of such continuance, such other corporate statute;

“Affiliate” has the meaning ascribed to such term in the Act;

“Agreement” means this agreement, including all schedules, and all amendments or restatements as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement;

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks are open for business during normal banking hours in Vancouver, British Columbia;

“Claim” includes any civil, criminal, administrative or investigative or other proceeding of any nature or kind in which the Indemnified Party is involved by reason of the Indemnified Party’s being or having been a director or officer of the Corporation;

“Derivative Claim” has the meaning set out in Section 2.1(c);

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Losses” includes all costs, charges, expenses, losses, damages, fees (including any legal, professional or advisory fees or disbursements), liabilities, amounts paid to settle or dispose of any Claim or satisfy any judgment, fines, penalties or liabilities, without limitation, and whether incurred alone or jointly with others, including any amounts which the Indemnified Party may reasonably suffer, sustain, incur or be required to pay in respect of the investigation, defence, settlement or appeal of or preparation for any Claim or with any action to establish a right to indemnification under this Agreement, and for greater certainty, includes all taxes, interest, penalties and related outlays of the Indemnified Party arising from any indemnification of the Indemnified Party by the Corporation pursuant to this Agreement;

“Parties” means the Corporation and the Indemnified Party, collectively, and “Party” means any one of them;

“Policy” means the directors’ and officers’ insurance policy entered into by the Corporation and any successor to such policy entered into by the Corporation; and

“Run-Off Coverage” has the meaning set out in Section 3.3.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

Certain Rules of Interpretation

Governing Law – This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Headings – Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.

Number – Unless the context otherwise requires, words importing the singular include the plural and vice versa.

Severability – If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, the provision shall, as to that jurisdiction, be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.

Entire Agreement – This Agreement constitutes the entire agreement between the Parties and sets out all the covenants, promises, warranties, representations, conditions and agreements between the Parties in connection with the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise. There are no covenants, promises, warranties, representations, conditions or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral, between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement.

Obligations of the Corporation

General Indemnity – Except as otherwise provided in this Agreement, the Corporation shall indemnify and hold the Indemnified Party harmless to the fullest extent permitted by law, including but not limited to the indemnity under the Act, from and against any and all Losses which the Indemnified Party may reasonably suffer, sustain, incur or be required to pay in respect of any Claim, provided, however, that the indemnity provided for in this Section 2.1(a) will not be available if:

the payment was made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the Corporation was prohibited from giving the indemnity or paying the expenses by its articles;

the payment was made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the Corporation is prohibited from giving the indemnity or paying the expenses by its articles;

the Indemnified Party did not act honestly and in good faith with a view to the best interests of the Corporation (or an Affiliate of the Corporation as the case may be); and

in the case of a proceeding for a Claim, other than a civil proceeding, the Indemnified Party did not have reasonable grounds for believing that the Indemnified Party’s conduct was lawful.

Indemnity as of Right – In addition to any other indemnity to which the Indemnified Party is entitled hereunder and notwithstanding anything in this Agreement to the contrary, the Indemnified Party is entitled to an indemnity from the Corporation in respect of all costs, charges and expenses actually and reasonably incurred by the Indemnified Party in connection with the defence of any Claim, if the Indemnified Party:

has not been reimbursed for those expenses;

is wholly successful, on the merits or otherwise, in the outcome of the Claim or is substantially successful, on the merits or otherwise in the outcome of the Claim; and

fulfils the conditions set out in Section 2.1(a).

Claims By or On Behalf of the Corporation – In respect of any action by or on behalf of the Corporation or an Affiliate of the Corporation to procure a judgment in its favour against the Indemnified Party (a “Derivative Claim”), the Corporation shall make an application, at its expense, for the approval of a court of competent jurisdiction to indemnify and save the Indemnified Party harmless, on the terms set out herein, against all Losses in respect of such Derivative Claim, provided that such indemnification is not prohibited by the Act or by any other applicable statute.

Advance of Expenses – Subject to Sections 2.1(a) and 2.1(c), the Corporation shall, at the request of the Indemnified Party, advance to the Indemnified Party sufficient funds, or arrange to pay on behalf of or reimburse the Indemnified Party for any costs, charges or expenses actually and reasonably incurred by the Indemnified Party in investigating, defending, appealing, preparing for, providing evidence in or instructing and receiving the advice of the Indemnified Party’s counsel or other professional advisors in regard to any Claim or other matter for which the Indemnified Party may be entitled to an indemnity or reimbursement under this Agreement, and such amounts shall be treated as a non-interest bearing advance or loan to the Indemnified Party, pending approval of a court of competent

Partial Indemnification – If the Indemnified Party is determined to be entitled under any provisions of this Agreement to indemnification by the Corporation for some or a portion of the Losses incurred in respect of any Claim but not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnified Party for the portion thereof to which the Indemnified Party is so entitled.

Claim Initiated by Nominee – The Indemnified Party shall not be entitled to indemnification under this Agreement for any Claim initiated by or on behalf of the Indemnified Party against the Corporation except a Claim brought to enforce indemnification under this Agreement.

Court Approval – In the event that it is ultimately determined by a court of competent jurisdiction from which no appeal is possible or, if an appeal is possible, any applicable appeal period has expired without an appeal being taken that the Indemnified Party:

should have been indemnified in respect of an amount for which advances of any costs, charges or expenses were not made, then the Corporation shall promptly reimburse the Indemnified Party in respect of such amount; or

is not entitled to be indemnified in respect of any costs, charges or expenses that were advanced by the Corporation pursuant to the Act, or that the Indemnified Party was not entitled to be indemnified in respect of a portion of such advances, then such advances shall, on written notice of such determination being given by the Corporation to the Indemnified Party (such notice to include a copy of such determination or to include a reasonable explanation of the basis for such determination), be repayable to the Corporation on demand and shall bear interest from the date of such notice at the prime rate announced from time to time by the Corporation’s principal banker;

Specific Indemnity for Statutory Obligations – Without limiting the generality of Section 2.1(a), the Corporation shall, to the extent permitted by law and subject to the terms of this Agreement, indemnify and save the Indemnified Party harmless from and against any and all Losses arising by operation of statute and incurred by or imposed on the Indemnified Party in relation to the affairs of the Corporation in the Indemnified Party’s capacity as a director or officer of the Corporation or in a

Scope – Without limiting the generality of Section 2.1(a), the indemnities provided herein will, to the extent permitted by law, include all costs, charges and expenses and amounts paid to settle or dispose of any Claim or satisfy any judgements, fines or penalties, whether arising by operation of statute, rule, regulation or ordinance or otherwise at law, whether incurred alone or jointly with others, which the Indemnified Party may reasonably suffer, sustain, incur or be required to pay or which may be imposed on the Indemnified Party by reason of the Indemnified Party being or having been a director or officer of the Corporation or acting or having acted in a similar capacity with respect to an Affiliate of the Corporation as a result of the investigation, defence, settlement, appeal of, preparation for, provision of evidence or the instruction and receipt of advice of the Indemnified Party’s counsel retained in accordance with this Agreement or other professional advisors in connection with any Claim or any action to establish or enforce a right to indemnification from the Corporation under this Agreement or otherwise.

Taxes – The Indemnified Party shall be indemnified for any Taxes to which the Indemnified Party may be subject or suffer or incur as a result of, in respect of, arising out of or referable to any Claims for which the Indemnified Party is indemnified pursuant to this Section 2.1 provided, however, that any amount required to be paid with respect to such Taxes shall be payable by the Corporation only upon the Indemnified Party remitting or being required to remit any amount payable on account of such Taxes and being provided with written evidence of such remittance or requirement to remit to the Corporation.

Nonexclusivity – The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which the Indemnified Party may be entitled under the Corporation’s constating documents, any shareholder agreement with respect to the Corporation or the Act.

The Corporation will not take any action to amend its articles that would diminish or impair the ability of the Corporation to indemnify the Indemnified Party under this Agreement.

Notwithstanding any other provision of this Agreement, to the extent that any Indemnified Party is, by reason of his or her relationship with the Corporation, a witness in any proceeding to which such Indemnified Party is not a party, he or she shall be indemnified against all expenses actually and reasonably incurred by such Indemnified Party or on his or her behalf in connection therewith.

Notice of Claims

Conduct of Defense

In connection with any Claim in respect of which the Indemnified Party may be entitled to be indemnified under this Agreement, the Indemnified Party will have the right to employ separate counsel of the Indemnified Party’s choosing and to participate in the defence of such Claim but the fees and disbursements of such counsel will be at the expense of the Indemnified Party unless:

the Indemnified Party reasonably determines that there are legal defences available to the Indemnified Party that are different from or in addition to those available to the Corporation or that a conflict of interest exists which makes representation by counsel chosen by the Corporation not advisable;

the Corporation has not assumed the defence of the Claim and employed counsel therefor reasonably satisfactory to the Indemnified Party within a reasonable period of time after receiving notice of the Claim; or

employment of such other counsel has been authorized in writing by the Corporation,

No admission of liability and no settlement of any Claim by the Corporation or an Affiliate of the Corporation, as applicable, in a manner adverse to the Indemnified Party will be made without the consent of the Indemnified Party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, the Corporation or Affiliate of the Corporation, as the case may be, shall be entitled to settle any Claim that does not involve an admission of liability by the Indemnified Party if: (i) the settlement does not involve any obligation or liability of the Indemnified Party other than the payment of a monetary amount; (ii) the Indemnified Party is indemnified in full against payment of such monetary amount together with all related costs, charges and expenses, whether or not such costs, charges and expenses would otherwise be payable under this Agreement; (iii) the settlement does not include any admission or finding of wrongdoing by, or any statement which is disparaging, deleterious or damaging to the integrity or reputation of, the Indemnified Party or the board of directors of the Corporation or applicable Affiliate of the Corporation and (iv) the Indemnified Party receives a full and

Exclusion

Subrogation

No Presumptions

Other Rights and Remedies Unaffected

the Act;

the articles or by-laws of the Corporation or the constating documents of any applicable Affiliate of the Corporation;

any vote of the shareholders or disinterested directors of the Corporation;

any applicable policy of insurance, guarantee or third-party indemnity,

The Policy

Currency of Policy

Run-Off Coverage

Exclusion of Indemnity

Deductible under Directors’ and Officers’ Insurance

Continuance

Corporation and Indemnified Party to Cooperate

Effective Time

Insolvency

Multiple Proceedings

Term

Deeming Provision

Assignment

Enurement

Amendments

Notices

in the case of a Notice to the Indemnified Party at:

in the case of a Notice to the Corporation at:

Bausch + Lomb Corporation

520 Applewood Crescent

Further Assurances

Independent Legal Advice

Execution and Delivery

Governing Law; Attornment