Severability Contract Clauses (27,855)

Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent poss...ible while remaining lawful and valid. 11 EX-10.2 2 a10k2017-exhibit102xpsuawa.htm EXHIBIT 10.2 Exhibit Exhibit 10.2VALEANT PHARMACEUTICALS INTERNATIONAL, INC. SHARE UNIT GRANT AGREEMENT (PERFORMANCE VESTING) (PERFORMANCE RESTRICTED SHARE UNITS) (2014 Omnibus Incentive Plan)Valeant Pharmaceuticals International, Inc. (the "Company"), pursuant to Section 7(c)(v) of the Company's 2014 Omnibus Incentive Plan (including the Addendum thereto) (the "Plan"), hereby awards to you a Share Unit in the amount set forth below convertible into Common Shares in accordance with the terms set forth herein (the "Award"). This Award is subject to all of the terms and conditions as set forth herein (the "Agreement") and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Agreement and the Plan, the terms of the Plan shall control. For avoidance of doubt, any terms contained in the Agreement but are not in the Plan shall not constitute a conflict and such terms in the Agreement shall control.Participant: Equity Grant Date: Commencement Date: Number of Share Units Subject to Award: The details of your Award are as follows.1. CONSIDERATION. Consideration for this Award is satisfied by your services to the Company. View More

Severability. If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the f...ullest extent possible while remaining lawful and valid. EX-10.4 4 a10k2017-exhibit104xrsuawa.htm EXHIBIT 10.4 Exhibit Exhibit 10.4VALEANT PHARMACEUTICALS INTERNATIONAL, INC.2014 OMNIBUS INCENTIVE PLANRESTRICTED STOCK UNIT AWARD AGREEMENT (RESTRICTED STOCK UNITS)Valeant Pharmaceuticals International, Inc. (the "Company"), pursuant to the Company's 2014 Omnibus Incentive Plan (the "Plan"), hereby awards to you a Restricted Stock Unit Award in the form of restricted share units (the "Restricted Stock Units" or the "Award"), payable in common shares of the Company ("Common Shares"), covering the number of Common Shares set forth below. This Award is subject to all of the terms and conditions as set forth herein (the "Award Agreement") and in the Plan, which is incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan. In the event of any conflict between the terms in the Award Agreement and the Plan, the terms of the Plan shall control. For the avoidance of doubt, any terms contained in the Award Agreement but are not in the Plan shall not constitute a conflict and such terms in the Award Agreement shall control. Participant: Date of Grant: Commencement Date: Number of Shares Subject to Award: The details of your Award are as follows.1.CONSIDERATION. Consideration for this Award is satisfied by your services to the Company.2. VESTING. (a) In General. Subject to the provisions of the Plan and this Award Agreement, one-third of the Award shall vest on each of the first three anniversaries of the Commencement Date, provided you are employed through the vesting date. Settlement of vested Awards shall be pursuant to Section 3 below. (b) Accelerated Vesting upon a Termination. In the event that (i) your employment is terminated (x) by the Company for any reason other than on account of Cause, (y) by you for Good Reason or (z) by the Company due to your death or Disability, then the Restricted Stock Units will immediately vest and be settled in shares as soon as practicable (but not more than sixty (60) days) thereafter.3. DISTRIBUTION OF COMMON SHARES. The Company will deliver to you a number of Common Shares equal to (i) the number of Restricted Stock Units subject to your Award that become vested in accordance with the terms of this Award Agreement, plus (ii) any Restricted Stock Units resulting from dividend equivalents credited with respect to such Restricted Stock Units in accordance with Section 6 of this Award Agreement, as soon as practicable (but, subject to Section 7(c)(vi) of the Plan regarding blackout restrictions, in any event no later than sixty (60) days) following the date on which such Restricted Stock Units become vested; provided, that, notwithstanding anything in the Plan to the contrary, if the Company terminates your service for Cause prior to the date on which the Common Shares are distributed to you, you shall forfeit any right to such distribution of Common Shares. View More

Severability. If any provision of this Agreement shall be found invalid or unenforceable, such invalid or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly.

Severability. In the event that any provision of this Restricted Stock Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Agreement and this Restricted Stock Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. Governing Law. This Restricted Stock Agreement shall be construed in accordance with the... laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock awards, or otherwise conflicts with the terms of this Restricted Stock Agreement, the provisions of the Employment Agreement shall govern.c. Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof. View More

Severability. In the event that any provision of this Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Performance Award Agreement and this Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein. Page | 10 23. Governing Law. This Performance Award Agreement shall be construed in acco...rdance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Performance Award Agreement, the provisions of the Employment Agreement shall govern.c. Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan. e. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof. View More

Severability. If any provision of these Additional Terms and Conditions or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of these Additional Terms and Conditions and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it enforce...able, valid and legal. View More

Severability. Whenever possible, each provision and term of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then, such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions o...r terms of this Agreement. View More

Severability. Any provision of this Amendment that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such 8 prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Severability. If any provision of the Agreement or the application thereof is held invalid, such invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or application.

Severability. If any provision of this Lease or portion of such provision or the applation thereof to any person or circumstance is held invalid, the remainder of this Lease (or the remainder of such provision) and the application thereof to other persons or circumstances shall not be affected thereby.