UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of the earliest event reported): February 1, 2016 (February 1, 2016)
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Valeant Pharmaceuticals International, Inc.
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(Exact name of registrant as specified in its charter)
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British Columbia, Canada
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001-14956
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98-0448205
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S Employer
Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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10.1
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Employment Letter between Howard B. Schiller and Valeant Pharmaceuticals International, Inc., dated February 1, 2016
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VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
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By:
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/s/ Robert Chai-Onn
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Robert Chai-Onn
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Executive Vice President, General Counsel and Chief Legal Officer, Head of Corporate and Business Development
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Exhibit
Number
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Description
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10.1
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Employment Letter between Howard B. Schiller and Valeant Pharmaceuticals International, Inc., dated February 1, 2016
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400 Somerset Corporate Boulevard
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Bridgewater, New Jersey 08807
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Tel: 908.927.1400
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www.valeant.com
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·
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Title. Your title will be Interim Chief Executive Officer of Valeant, reporting to the Board of Directors of Valeant.
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·
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Location. You will be based at Valeant’s offices in Bridgewater, New Jersey, subject to reasonably required business travel obligations.
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·
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Expense reimbursement. You will be reimbursed for all business-related costs and expenses reasonably incurred in accordance with applicable corporate policy.
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·
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Compensation. You will be entitled to receive cash compensation equal to $400,000 USD monthly. Except as otherwise determined by the Talent and Compensation Committee of Valeant in its sole discretion, you shall not be entitled to participate in the annual incentive plans of Valeant or its subsidiaries or receive additional grants under Valeant’s long-term incentive plan (other than any equity grants you are entitled to receive as a member of Valeant’s Board of Directors). Notwithstanding the forgoing, subject to the provisions of the section entitled “Separation Agreement” below, your existing Valeant equity awards shall remain outstanding in accordance with their terms.
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·
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Employee Benefits. You will be eligible to participate in the employee benefit plans and programs generally made available to other members of Valeant’s executive management team on the terms and conditions applicable generally to all such executives.
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·
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Vacation. You will be entitled to a reasonable amount of vacation time, taking into consideration your job responsibilities and Valeant’s commercial and corporate needs, provided that you will not accrue any vacation days.
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·
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Separation Agreement. The parties hereby agree that the Consulting Period (as defined in the Separation Agreement) terminated effective as of the Appointment Date, and the provisions set forth in Section 5 of the Separation Agreement applicable to a termination of the Consulting Period by Valeant without Cause shall apply, provided that notwithstanding anything in the Separation Agreement, references to the Second Release (as defined in the Separation Agreement) shall instead refer to the general waiver and release set forth on Annex A hereto.
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·
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Board of Directors. Nothing in this Agreement shall effect your role as a member of Valeant’s Board of Directors, provided that you shall not receive any quarterly installments of cash retainers paid for services as a member of the Board of Directors (and related committees) while you are employed by Valeant as the Interim Chief Executive Officer.
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·
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At-Will Employment. This letter constitutes an offer of “at-will” employment and is not a contract providing for guaranteed employment or employment for a specific period of time. This means that each of you and Valeant has the option to terminate your employment at any time, with or without advance notice, for any or no reason, without additional consideration.
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·
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Withholding Taxes. All payments to you or, if applicable, your beneficiary, by Valeant shall be subject to withholding on account of federal, state and local taxes as required by law.
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·
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Section 409A. The parties intend for the payments and benefits under this letter to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“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 letter shall be construed and administered in accordance with such intention. In the event that the parties determine that the terms of this letter or any underlying award needs to be modified in order to comply with Section 409A, the parties shall cooperate reasonably to do so in a manner intended to best preserve the economic benefits of this letter. Any payments that qualify for the “short-term deferral” exception or another exception under Section 409A shall be paid under the
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/s/ Howard B. Schiller
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February 1, 2016
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Howard B. Schiller
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Date
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(a)
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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 Valeant;
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(b)
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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;
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(c)
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all claims to disputed wages, compensation, and benefits, including any claims for violation of applicable state laws relating to wages and hours of work;
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(d)
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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, 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
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(e)
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any and all claims for monetary damages and any other form of personal relief.
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(a)
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unemployment, state disability and/or paid family leave insurance benefits pursuant to the terms of applicable state law;
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(b)
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continuation of existing participation in Valeant-sponsored group health benefit plans under the United States federal law known as “COBRA” and/or under any applicable state counterpart law;
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(c)
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any benefit entitlements that are vested as of the date of termination pursuant to the terms of a Valeant-sponsored benefit plan, policy or other arrangement, whether or not governed by the United States federal law known as “ERISA;”
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(d)
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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;
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(e)
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any claims, causes of actions, suits, lawsuits, debts, or demands whatsoever arising out of or relating to Employee’s right to enforce the terms of this Release and the Separation Agreement dated July 14, 2015 between Employee and Valeant (the “Separation Agreement”);
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(f)
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any rights or claims for indemnification under any written agreements with any of the Releasees, the charter, by-laws or operating agreements of the Company, or under applicable law or the Employment Letter, dated November 10, 2011 between Employee and Valeant (the “Employment Letter”) or any rights as an insured, or to coverage, under any director’s and officer’s liability insurance policy;
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(g)
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any claims relating to Employee’s rights under the Employment Letter that are intended to survive the termination of Employee’s employment; and
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(h)
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any wrongful act or omission occurring after the Release Date.
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Date:
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Howard B. Schiller
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