-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WBhQZFbQbRdKns5PzNw4B82nEWvG/XFO2HWNvePxmMP42Q/8Kvcc8jYej+Uyxv6x AQ7vdotpNjsUP/IJz18fVw== 0000950123-10-116393.txt : 20101227 0000950123-10-116393.hdr.sgml : 20101224 20101227061617 ACCESSION NUMBER: 0000950123-10-116393 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20101220 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101227 DATE AS OF CHANGE: 20101227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Valeant Pharmaceuticals International, Inc. CENTRAL INDEX KEY: 0000885590 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14956 FILM NUMBER: 101273431 BUSINESS ADDRESS: STREET 1: 7150 MISSISSAUGA ROAD STREET 2: MISSISSAUGA CITY: ONTARIO STATE: A6 ZIP: 00000 BUSINESS PHONE: 905 286-3000 MAIL ADDRESS: STREET 1: 7150 MISSISSAUGA ROAD STREET 2: MISSISSAUGA CITY: ONTARIO STATE: A6 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BIOVAIL Corp DATE OF NAME CHANGE: 20100416 FORMER COMPANY: FORMER CONFORMED NAME: BIOVAIL CORP INTERNATIONAL DATE OF NAME CHANGE: 19960522 8-K 1 a58204e8vk.htm FORM 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2010 (December 20, 2010)
Valeant Pharmaceuticals International, Inc.
(Exact name of registrant as specified in its charter)
         
Canada
(State or other jurisdiction
of incorporation)
  001-14956
(Commission File Number)
  Not Applicable
(IRS Employer
Identification Number)
         
7150 Mississauga Road
Mississauga, Ontario
Canada

(Address of principal executive offices)
      L5N 8M5
(Zip Code)
Registrant’s telephone number, including area code: (905) 286-3000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 8.01. Other Events
Item 9.01 Financial Statements and Exhibits
Signatures
EX-10.1
EX-10.2
EX-99.1


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Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
1. Departure of Ms. Margaret Mulligan
     On December 20, 2010, Ms. Margaret Mulligan resigned, effective immediately, from her position as Executive Vice President, Chief Financial Officer of Valeant Pharmaceuticals International, Inc. (the “Company”) to pursue other interests.
     In connection with Ms. Mulligan’s resignation from her positions as Executive Vice President, Chief Financial Officer of the Company, Ms. Mulligan entered into a separation agreement with the Company pursuant to which Ms. Mulligan will be entitled to, among other things, (i) a payment of US$1,784,787, subject to Ms. Mulligan executing and not revoking a full release of claims in favor of the Company and its affiliates, and (ii) accelerated vesting of any unvested equity compensation awards held by Ms. Mulligan as of December 20, 2010, other than those equity awards granted to Ms. Mulligan in November 2010.
     On December 23, 2010, the Company also entered into a consulting agreement with Ms. Mulligan. Pursuant to the consulting agreement, Ms. Mulligan will provide up to six months of consulting services to the Company and shall be paid US$40,000 per month during the consulting term.
     The foregoing summary of the terms of the separation agreement and the consulting agreement entered into by Ms. Mulligan is qualified in its entirety by such agreements, attached hereto as Exhibits 10.1 and 10.2.
2. Appointment of Mr. Loberg
     Effective December 20, 2010, the Company’s Board of Directors appointed Mr. Philip Loberg as Executive Vice President, Interim Chief Financial Officer of the Company. Set forth below is a description of the prior business experience of Mr. Loberg.
     Mr. Loberg joined Valeant Pharmaceuticals International in 2000 as Treasurer, and in 2006 was appointed its Chief Financial Officer, North America, and Senior Vice President and Group Financial Controller in 2007. After the merger of Valeant Pharmaceuticals International with the Company on September 28, 2010, Mr. Loberg served as Senior Vice President and Group Financial Controller of the Company. Prior to joining Valeant Pharmaceuticals International, Mr. Loberg was the Vice President, Controller at Calcomp Technology, Inc., a publicly traded, majority-owned subsidiary of Lockheed Martin Corporation, and was its acting chief financial officer early in his tenure.
Item 8.01.    Other Events
     On December 20, 2010, the Company issued a press release announcing that Mr. Loberg had been appointed as Executive Vice President, Interim Chief Financial Officer of the Company, replacing Ms. Mulligan who had resigned to pursue other interests. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01     Financial Statements and Exhibits
(d) Exhibits.
10.1   Separation Agreement, dated December 20, 2010, between Valeant Pharmaceuticals International, Inc., and Margaret Mulligan.
 
10.2   Consulting Agreement, dated December 23, 2010, between Valeant Pharmaceuticals International, Inc., and Margaret Mulligan.
 
99.1   Press Release, dated December 20, 2010.

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Signatures
          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  VALEANT PHARMACEUTICALS INTERNATIONAL,
INC.
 
  /s/ Robert Chai-Onn    
  Name:   Robert Chai-Onn   
  Title:   Executive Vice President, General Counsel and Corporate Secretary   
 
Date: December 27, 2010

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EX-10.1 2 a58204exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
SEPARATION AGREEMENT
               SEPARATION AGREEMENT dated the 20th day of December, 2010 (the “Effective Date”), between VALEANT PHARMACEUTICALS INTERNATIONAL, INC. (the “Corporation”), VALEANT PHARMACEUTICALS INTERNATIONAL, INC. (“Valeant”) and Margaret Mulligan (“Ms. Mulligan”).
               WHEREAS Ms. Mulligan is serving as Executive Vice President, Chief Financial Officer of Valeant, pursuant to an Agreement entered into on November 11, 2010 (the “2010 Agreement”);
               WHEREAS the parties have agreed that Ms. Mulligan’ employment with Valeant shall terminate, and she will cease to serve as Executive Vice President, Chief Financial Officer of Valeant, effective as of the Termination Date;
               WHEREAS, concurrently with the execution of this Separation Agreement, Ms. Mulligan will be executing a resignation letter, resigning from her positions as an officer of Valeant and its subsidiaries;
               WHEREAS as a result of her ceasing to serve as Executive Vice President, Chief Financial Officer of Valeant, Ms. Mulligan will be entitled to receive certain payments and benefits provided for in the 2010 Agreement;
               WHEREAS Valeant and Ms. Mulligan desire to enter into this Separation Agreement (this “Agreement”) to set forth the parties’ agreement as to Ms. Mulligan’ entitlements and continuing obligations as a consequence of her 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 December 20, 2010; that Ms. Mulligan’ employment as Executive Vice President, Chief Executive Officer of Valeant shall terminate as of the Termination Date; and that Ms. Mulligan shall cease to have any obligations under the 2010 Agreement as of the Termination Date.
 
3.   Renumeration Upon Termination. The parties acknowledge that as a result of Ms. Mulligan’ termination of employment with Valeant, she shall be entitled to the following:
  (a)   any accrued but unpaid salary or vacation pay;

 


 

  (b)   subject to Ms. Mulligan 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$1,784,787 (representing Ms. Mulligan’s 2010 annual bonus and all severance amounts payable to Ms. Mulligan), such amount to be payable within ten days following the expiration of the revocation period with respect to the executed Release;
 
  (c)   subject to Ms. Mulligan executing the Release, and any applicable revocation period expiring,(i) Ms. Mulligan’s medical, dental and vision care benefits will continue until the earlier of (A) 24 months following the Termination Date, and (B) such time as Ms. Mulligan is eligible to receive medical, dental and vision benefits under a similar plan through a subsequent employer; (ii) Ms. Mulligan’s group life insurance coverage will continue for thirty (30) days following the Termination Date to provide the opportunity for transfer to individual coverage, following which the group life insurance coverage will expire; provided that, benefits coverage is subject to all exclusions and eligibility requirements as set out in applicable plans and policies and short-term and long-term disability coverage will cease on the Termination Date;
 
  (d)   subject to Ms. Mulligan executing the Release, and any applicable revocation period expiring, within 60 days following the date hereof, outplacement services through one or more outside firms of Ms. Mulligan’s choosing up to an aggregate of $20,000, which services shall extend until the earlier of (i) 12 months following the Termination Date or (ii) the date that Ms. Mulligan secures full time employment; and
 
  (e)   any unvested equity compensation awards held by the Ms. Mulligan 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, Ms. Mulligan hereby agrees, that for a period of twelve (12) months following the Termination 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. Ms. Mulligan 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 Ms. Mulligan 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. Ms. Mulligan acknowledges that Valeant or its affiliates will suffer irreparable injury, not readily susceptible of valuation in monetary damages, if Ms. Mulligan breaches her obligations under this subsection. Accordingly, Ms. Mulligan 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 Ms. Mulligan of her 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 Ms. Mulligan maintains her principal residence or her principal place of business. Ms. Mulligan agrees that Valeant or its affiliates may seek the remedies described in the preceding sentence notwithstanding any arbitration or mediation agreement that Ms. Mulligan may enter into with Valeant or any of its affiliates. Ms. Mulligan 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 Ms. Mulligan agrees that process in any or all of those actions or proceedings may be served by registered mail, addressed to the last address provided by Ms. Mulligan to Valeant, or in any other manner authorized by law.
5.   Other Company Policies. Ms. Mulligan agrees that she shall continue to be bound to the terms of the Confidentiality Agreement and Schedule, the Standards of Business Conduct, and any other policies of Valeant and its affiliates that survive termination of employment.
 
6.   Indemnification. Ms. Mulligan shall be indemnified by Valeant as provided in its by-laws or, if applicable, pursuant to any indemnification agreement Ms. Mulligan may have with Valeant as of the date hereof.
 
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

3


 

    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 Ms. Mulligan and Valeant concerning the resignation of Ms. Mulligan’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 Ms. Mulligan 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.
          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
         
  VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
 
 
  By:   /s/ Mark Durham    
       
       
 
     
    /s/ Margaret Mulligan    
    MARGARET MULLIGAN   
     

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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 Margaret Mulligan (“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, 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.
     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 her favor at the time of executing the release, which, if known by her, must have materially affected her 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

Release - 2


 

          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.
     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 her of her right to consult with an attorney prior to signing this Release; (b) she has carefully read and fully understands all of the provisions of this Release, and (c) she 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, a general release and waiver by the Company and mutual nondisparagement covenant, to which she would not be entitled in the absence of signing this Release). Employee has sixty (60) calendar days to consider this Release, although she may sign it sooner.
     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.

Release - 3


 

     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 (“Effective Date”).
     Delivery to the Company. Employee should return this Release, signed by Employee (and any notice of revocation, if applicable) to:
Valeant Pharmaceuticals International, Inc.
7150 Mississauga Road
Mississauga, Ontario
L5N 8M5
Attn: Mark Durham, SVP, Human Resources
     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, as of the Effective Date, 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.

Release - 4


 

             
Dated:
  December 20, 2010 By:  /s/ Mark Durham    
 
           
 
      Mark Durham, SVP, Human Resources    
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:
  December 20, 2010   /s/ Margaret Mulligan    
 
           
 
      Margaret Mulligan    

Release - 5

EX-10.2 3 a58204exv10w2.htm EX-10.2 exv10w2
Exhibit 10.2
(VALEANT PHARMACEUTICALS LOGO) Valeant Pharmaceuticals International, Inc.
 
              CONSULTING AGREEMENT
This consulting agreement (“Agreement”) is dated December 23, 2010 (“Effective Date”) by and between Valeant Pharmaceuticals International, Inc., with an address at 7150 Mississauga Road Mississauga, Ontario L5N 8M5 (“Company”), and Margaret Mulligan with an address on file with Company (“Consultant”).
     WHEREAS, Company desires to obtain the advice and assistance of the Consultant in the areas of finance and accounting and other related areas;
     WHEREAS, Consultant desires to provide such services to Company.
     NOW, THEREFORE, Company and Consultant, for good and valuable consideration, the sufficiency of which is acknowledged, agree as follows:
1. Term; Termination. The term of this Agreement shall commence as of the Effective Date and shall expire six (6) months thereafter (the “Term”); provided that Company or Consultant may terminate this Agreement by written notice at any time prior to the end of the Term. During the Term, Consultant shall notify Company prior to providing services to or accepting employment with any third party. Upon payment of any accrued and unpaid amounts under this Agreement, Company shall be released from any and all obligations under this Agreement.
2. Services; Payment.
(a) Consultant agrees to perform for Company such services as requested by Company from time to time (“Services”), and all obligations, duties, responsibilities and requirements for the successful completion of such Services, including reasonable travel as requested by Company, in accordance with the terms and conditions set forth herein. Consultant shall not be required, but may choose, to perform more than forty (40) hours of Services per month
(b) In exchange for the Services performed hereunder, Company agrees to pay the Consultant forty thousand US dollars (US$40,000.00) per month. Company shall also be accountable for any goods & services or other such value added taxes as required. In measuring a “month” under this Agreement, the first month shall commence on December 23, 2010 and each monthly period shall expire the 22nd day of the applicable month. Compensation for any partial month due to the early termination of the Agreement will be prorated as of the date of termination. No portion of this payment shall be made in advance.
(c) The Parties acknowledge that such payment is adequate consideration and fair market value for the Services rendered hereunder.
(d) Company shall reimburse Consultant for any reasonable and documented out of pocket travel and meal expenses incurred by Consultant in providing the Services, provided that they are consistent with Company’s Travel Policy and detailed on the Consultant’s invoice, and that appropriate proof of expenditure is provided upon request. Under no circumstances will Company reimburse the expenses of Consultant’s spouse or other guests or for equipment or overhead necessary for Consultant to perform Services generally.

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(VALEANT PHARMACEUTICALS LOGO) Valeant Pharmaceuticals International, Inc.
 
              CONSULTING AGREEMENT
(e) Invoices (and expense reports if applicable) should be mailed to:
Valeant Pharmaceuticals International, Inc.
Accounts Payable Department
7150 Mississauga Road
Mississauga, Ontario L5N 8M5
     Company shall remit payment to Consultant within thirty (30) days of Company’s receipt of invoice.
3. Standard of Care. Consultant shall perform the Services personally, with the degree of skill and judgment reasonably and customarily exercised by professionals performing services of a similar nature, and to the reasonable satisfaction of Company. In addition, Consultant shall comply with all Company policies to safeguard the confidential information about Company, its business and its business partners. Consultant shall comply s with all of Company’s internal security procedures and policies, document and other data retention policies and other Company policies, taking into account that Consultant may perform Services from Consultant’s home office. Consultant shall provide all labor, tools, equipment and materials necessary for the performance and completion of the Services.
4. Reports. Company may request from Consultant reports during the performance of this Agreement at no additional cost or expense to Company. These reports will be provided in soft copy and Company shall bear any and all expenses of hard copy production requested by Company.
5. Independent Contractor. In all matters relating to this Agreement, Consultant shall be acting as an independent contractor. Neither Consultant, nor any affiliated employees or subcontractors, shall be the agent(s) or employee(s) of Company under the meaning or application of any federal or state laws, including but not limited to unemployment insurance or worker’s compensation laws. Consultant will be solely responsible for all income, business or other taxes, except for goods and services tax or similar value added taxes that shall be on the account of Company, such as social security and unemployment payable as a result of fees paid under this Agreement. Consultant shall not sign any agreements or make any commitments on behalf of Company, or bind Company in any way, nor shall Consultant make any public statements on behalf of or with respect to Company, in each case without prior express written authorization from Company.
6. Confidential Information. Consultant acknowledges that she will continue to be bound to the terms of the Confidentiality Agreement and Schedule, the Standards of Business Conduct, and any other policies of Company and its affiliates as they exist as at December 20, 2010 and, to the extent Company notifies Consultant of any modifications to such policies or new policies, with such new or modified policies in effect from time to time.
7. Ownership and Return of Property. All work product provided or created or inventions invented by Consultant relating to the Services (“Work Product”) shall be and remain the property of Company, which shall retain all intellectual property rights therein. Consultant agrees to execute any documents reasonably necessary to assign any right, title or other interest in such Work

Page 2 of 4


 

(VALEANT PHARMACEUTICALS LOGO) Valeant Pharmaceuticals International, Inc.
 
              CONSULTING AGREEMENT
Product to Company. Company shall have the sole right (but not the obligation) at its sole expense to file, maintain or prosecute any patents relating to such Work Product. Upon expiration or termination of this Agreement for any reason by any party, without regard to any claims, rights or remedies either party may have against the other under this Agreement, Consultant agrees to return and deliver immediately to Company all Confidential Information, Work Product (including partial results, drafts and notes in all tangible media, including electric format) created or worked on by Consultant in the performance of the Services, together with any materials received from Company or other sources in order for Consultant to perform the Services.
8. Non-Competition. During the term of this Agreement, Consultant acknowledges and agrees that Consultant will not engage in any activity or enterprise which will (compete directly or indirectly with Company’s business. Furthermore, Consultant represents that performing the Services under this Agreement does and will not violate the terms and conditions of any agreement to which Consultant is a party.
9. Compliance with Law. Consultant agrees to comply with all applicable laws and regulations, including but not limited to occupational safety and environmental protection laws and regulations and the Foreign Corrupt Practices Act of 1977, as amended, and other similar anti-corruption laws. Consultant shall not discriminate on the basis of race, religion, age, sex, color, disability, sexual orientation, political affiliation, national or ethnic origin, or veteran status.
10. Indemnities.
(a) Consultant shall indemnify and hold harmless Company and its subsidiaries, affiliates, directors, officers, employees, representatives and agents from and against any and all claims, losses, demands, liabilities, damages, costs and expenses (including reasonable attorney’s fees) (“Losses”) to the extent such Losses arise from or result from (i) any breach of her representations, warranties or obligations under this Agreement, (ii) her violation of any applicable laws or regulations, or (iii) her negligence or willful misconduct, except to the extent that any of the foregoing arises out of Company’s obligations contained in Section 10(b) below.
(b) All indemnification obligations by Consultant under this Agreement are conditioned upon Company: (i) promptly notifying the Consultant of any claim or liability of which it becomes aware (provided that failure to comply with this notice requirement shall not eliminate the Consultant’s obligation to Company except to the extent that the Consultant is prejudiced as a result of such failure); and (ii) cooperating with the Consultant in the defense of any such claim or liability (at the Consultant’s expense).
(c) Company shall indemnify and hold harmless Consultant from and against any and all Losses to the extent such Losses arise from or result from (i) any breach of Company’s representations, warranties or obligations under this Agreement, (ii) Company’s violation of any applicable laws or regulations, or (iii) Company’s negligence or willful misconduct, except to the extent that any of the foregoing arises out of Consultant’s obligations contained in Section 10(d) below.
(d) All indemnification obligations by Company under this Agreement are conditioned upon Consultant: (i) promptly notifying Company of any claim or liability of which it becomes aware

Page 3 of 4


 

(VALEANT PHARMACEUTICALS LOGO) Valeant Pharmaceuticals International, Inc.
 
              CONSULTING AGREEMENT
(provided that failure to comply with this notice requirement shall not eliminate the Company’s obligation to Consultant except to the extent that Company is prejudiced as a result of such failure); and (ii) cooperating with Company in the defense of any such claim or liability (at Company’s expense).
11. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Ontario, Canada, without regard to its choice of law provisions. The parties submit to the exclusive jurisdiction of the courts of Ontario, Canada, for the purposes of adjudicating any dispute relating to this Agreement.
12. Survival. The provisions of this Agreement that by their nature continue shall survive the expiration or termination of this Agreement.
13. Assignment. This Agreement may not be assigned by Consultant. Notwithstanding the foregoing, upon written notice to Company, Consultant may assign all (but not partial) rights and obligations under this Agreement to a business entity that is wholly owned by Consultant and through which Consultant shall personally perform the Services (“Permitted Assignee”); provided that Permitted Assignee shall at all times during the Term be wholly owned by Consultant and Consultant shall remain liable for any and all obligations under this Agreement. Any attempt to assign this Agreement, or subcontract any duties hereunder, except as specifically set forth in the preceding sentence, shall be null and void without the prior written consent of Company.
14. Entire Agreement; Amendment. This Agreement is the entire agreement and understanding of Company and Consultant with regard to the subject matter hereof and supersedes any and all prior communications, representations and agreements, whether written or oral. No amendment to this Agreement shall be binding on either party unless reduced to writing and duly executed by both parties pursuant to the terms of this Agreement.
     The parties, intending to be legally bound, hereby execute this Agreement below.
                 
Valeant Pharmaceuticals International, Inc.   Consultant

 
By:  /s/ J. Michael Pearson By:  /s/ Margaret Mulligan  
             
 
Print:  J. Michael Pearson   Margaret Mulligan
 
Title:  Chief Executive Officer        

Page 4 of 4

EX-99.1 4 a58204exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(LOGO)
 

International Headquarters
7150 Mississauga Road
Mississauga, Ontario L5N 8M5
Phone: 905.286.3000
Fax: 905.286.3050
Contact Information:
Laurie W. Little
949-461-6002
laurie.little@valeant.com
VALEANT PHARMACEUTICALS APPOINTS
PHILIP W. LOBERG AS INTERIM CFO
     Mississauga, Ontario, December 20, 2010 — Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) today announced that Philip W. Loberg, Valeant’s former senior vice president and corporate controller, has been named to the role of interim chief financial officer, effective immediately, replacing Peggy Mulligan, former chief financial officer, who has elected to resign in order to pursue other interests. The Company has initiated a search to identify a permanent replacement.
     “The Board of Directors and I appreciate the contributions Peggy has made during these past few months involving the successful integration activities between Valeant and Biovail and we wish her well in her future endeavors,” said J. Michael Pearson, chief executive officer. “Phil has been an integral part of the Valeant finance department for over 10 years and played key roles in the successful integration of over eighteen acquisitions and several debt financings. Under Phil’s direction, Valeant implemented a turnaround strategy which included strengthening our financial systems and establishing strict internal controls at our various business units. I am confident that our financial organization will operate seamlessly during this transition process.”
     Philip W. Loberg joined Valeant in 2000 as treasurer and was appointed chief financial officer of North America in 2006. In 2007, he was appointed to his most recent role of senior vice president, group financial controller, and in that role, Mr. Loberg has been responsible for the upgrading and retooling of the global finance department following restructurings and the disposition of non-performing assets. In addition, Mr. Loberg simplified and streamlined the SEC compliance and reporting process and was instrumental in the integration of multiple new businesses throughout the global enterprise. Prior to joining Valeant, Mr. Loberg was the vice president, controller at Calcomp Technology, Inc., a publically traded, majority-owned subsidiary of Lockheed Martin Corporation, and was acting chief financial officer early in his tenure. Mr. Loberg graduated with a bachelors of science degree from the University of Southern California and completed his CPA exam in 1984.
About Valeant
     Valeant Pharmaceuticals International, Inc. (NYSE/TSX: VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of

 


 

(LOGO)
 
pharmaceutical products primarily in the areas of neurology, dermatology and branded generics. More information about Valeant can be found at www.valeant.com.
Forward looking statements
     This press release may contain forward-looking statements, including, but not limited to, statements regarding the successful integration of Valeant and Biovail and the ability of the financial organization to operate seamlessly during this transition process. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the company’s most recent annual or quarterly report filed with the Securities and Exchange Commission (“SEC”) and other risks and uncertainties detailed from time to time in the Company’s filings with the SEC and the Canadian Securities Administrators (“CSA”), which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes.
###

 

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