As filed with the Securities and Exchange Commission
on August 3, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Bausch Health Companies Inc.
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada |
98-0448205 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
2150
St. Elzéar Blvd. West
Laval, Quebec
Canada, H7L 4A8
(514) 744-6792
(Address of Principal Executive Offices)
Bausch Health Companies Inc. 2014 Omnibus Incentive
Plan
(Full Title of the Plan)
Tom G. Vadaketh
Executive Vice President, Chief Financial Officer
Bausch Health Companies Inc.
c/o Bausch Health US, LLC
400 Somerset Corporate Blvd.
Bridgewater, NJ 08807
(866) 246-8245
(Name, Address, Including
Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
|
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer, ” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ |
Accelerated filer ☐ |
Non-accelerated filer ☐
(Do not check if a smaller reporting company) |
Smaller reporting company ☐ |
|
Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration
Statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the
purpose of registering an additional 7,500,000 Common Shares, no par value (“Common
Shares”), of Bausch Health Companies Inc. (the “Company” or “Registrant”) that are issuable at any time
or from time to time under the Bausch Health Companies Inc. 2014 Omnibus Incentive Plan, as amended and restated effective as of May 16,
2023 (the “Plan”), and any additional Common Shares that become issuable under the Plan by reason of any stock
dividend, stock split, or other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the “Securities Act”).
Pursuant
to General Instruction E, the contents of the Registration Statements on Form S-8 filed for the Plan with the Securities and Exchange
Commission (the “Commission”) on May 21, 2014 (Registration No. 333-196120), August 10, 2018 (Registration No. 333-226786),
May 7, 2020 (Registration No. 333-226786) and August 9, 2022 (Registration No. 333- 264728), including the documents incorporated
by reference therein, are incorporated by reference into this Registration Statement on Form S-8 (this “Registration Statement”),
except as supplemented by the information set forth below.
PART I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2
of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act,
and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I of Form
S-8 will be delivered to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein
by reference:
(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on February 23, 2023 (the “Annual Report”), including
the sections of the Registrant’s Definitive Proxy Statement on Schedule 14A for the Registrant’s 2023 Annual Meeting of Stockholders,
as filed with the Commission on April 6, 2023, incorporated by reference in the Annual Report;
(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the Commission on May 4, 2023, and for the quarter ended June 30, 2023, filed with the Commission on August 3, 2023;
(c) The
Company’s Current Reports on Form 8-K filed with the Commission on March 1, 2023 (except for the information furnished under Item
7.01), May 17, 2023, June 30, 2023, July 7, 2023 (except for the information furnished under Item 7.01) and July 7, 2023; and
(d) The description of the Common Shares contained
in the Company’s Registration Statement on Form 8-A12B/A filed with the Commission on May 20, 2014 and any amendment or report filed
for the purpose of updating such description.
In addition, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
Exhibit Number |
|
4.1 |
Certificate of Continuation, dated August 9, 2013, filed as Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed on August 13, 2013. |
4.2 |
Notice of Articles of Bausch Health Companies Inc., as of July 16, 2018, filed as Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed on July 16, 2018. |
4.3 |
Articles of the Company, as of July 13, 2018 and dated August 8, 2013, filed as Exhibit 3.2 to
the Company’s Current Report on Form 8-K filed on July 16, 2018. |
5.1* |
Opinion of Osler, Hoskin & Harcourt LLP |
23.1* |
Consent of PricewaterhouseCoopers LLP |
23.2* |
Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit 5.1) |
24* |
Powers of Attorney (included in signature pages hereof) |
99* |
Bausch Health Companies Inc. 2014 Omnibus Incentive Plan, as amended and restated effective as
of May 16, 2023. |
107* |
Filing Fee Table |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bridgewater, State of New Jersey, on August 3, 2023.
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BAUSCH HEALTH COMPANIES INC. |
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By: |
/s/ Thomas J. Appio |
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Name: |
Thomas J. Appio |
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Title: |
Chief Executive Officer (Principal Executive Officer) |
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BAUSCH HEALTH US, LLC,
as Authorized Representative in the United States |
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By: |
/s/ Tom G. Vadaketh |
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Name: |
Tom G. Vadaketh |
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Title: |
Executive Vice President, Chief Financial Officer on behalf of Bausch Health US, LLC
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POWER OF ATTORNEY
The undersigned directors and officers of Bausch
Health Companies Inc. hereby appoint each of Thomas J. Appio and Tom Vadaketh as attorneys-in-fact for the undersigned, with full power
of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission
under the Securities Act of 1933, any and all amendments (including post-effective amendments) and exhibits to this Registration
Statement on Form S-8 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act of 1933) and any and all applications and other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and
things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Thomas J. Appio |
Chief Executive Officer and Director
(principal executive officer) |
August 3, 2023 |
Thomas J. Appio |
/s/ Tom G. Vadaketh |
Executive Vice President,
Chief Financial Officer
(principal financial officer) |
August 3, 2023 |
Tom G. Vadaketh |
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/s/ John S. Barresi |
Senior Vice President, Controller and Chief Accounting
Officer
(principal accounting officer) |
August 3, 2023 |
John S. Barresi |
/s/ John A. Paulson |
Chairman of the Board |
August 3, 2023 |
John A. Paulson |
/s/ Brett M. Icahn |
Director |
August 3, 2023 |
Brett M. Icahn |
/s/ Sarah B. Kavanagh |
Director |
August 3, 2023 |
Sarah B. Kavanagh |
/s/ Steven D. Miller |
Director |
August 3, 2023 |
Steven D. Miller |
/s/ Dr. Richard C. Mulligan |
Director |
August 3, 2023 |
Dr. Richard C. Mulligan |
/s/ Robert N. Power |
Director |
August 3, 2023 |
Robert N. Power |
/s/ Russel C. Robertson |
Director |
August 3, 2023 |
Russel C. Robertson |
/s/ Thomas W. Ross, Sr. |
Director |
August 3, 2023 |
Thomas W. Ross, Sr. |
/s/ Amy B. Wechsler, M.D. |
Director |
August 3, 2023 |
Amy B. Wechsler, M.D. |
Exhibit 5.1
Osler, Hoskin
& Harcourt LLP
1055
West Hastings Street
Suite
1700, The Guinness Tower
Vancouver,
British Columbia V6E 2E9
778.785.3000
MAIN
778.785.2745
FACSIMILE
|
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Toronto
Montréal
Calgary
Ottawa
Vancouver
New York
August 3, 2023
Bausch Health
Companies Inc.
2150 St. Elzéar
Blvd. West
Laval, Québec
H7L 4A8
Dear Sirs/Mesdames:
| Re: | Bausch Health Companies Inc.
2014 Omnibus Incentive Plan – Registration Statement on Form S-8 |
We have acted as
Canadian counsel to Bausch Health Companies Inc. (the “Company”), a corporation organized under the laws of the Province
of British Columbia, Canada, in respect of certain amendments to the Company’s 2014 Omnibus Incentive Plan, as amended and restated
effective as of May 16, 2023 (the “Plan”). We understand that the Company intends to file a Registration Statement
on Form S-8 with exhibits thereto (the “Registration Statement”) under the U.S. Securities Act of 1933, as amended
(the “Act”), and the rules and regulations thereunder, relating to the registration of an additional 7,500,000 common
shares in the capital of the Company (the “Shares”) which may be issued from treasury by the Company pursuant to the
Plan. The Shares will be issued by the Company upon (i) the due exercise of options (“Options”) or share appreciation
rights (“SARs”) granted and to be granted pursuant to the Plan, (ii) the due vesting of share units granted and to
be granted pursuant to the Plan (“Share Units”) or (iii) the due vesting of other share awards granted and to be granted
pursuant to the Plan (the “Share Awards”), in each case in accordance with the terms and conditions of the Plan and
the terms and conditions that the board of directors of the Company or the committee designated by the board of directors of the Company
to administer the Plan (the “Committee”) may have determined with respect to such Options, SARs, Share Units or Share
Awards.
In connection with
the opinions expressed herein, we have reviewed the Registration Statement, considered such questions of law and have examined such public
and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary. In such
examinations, we have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed
or photostatic or facsimile copies.
As to certain matters
of fact, we have relied exclusively upon a certificate of an officer of the Company. With respect to the number of Shares to be issued
we have relied on the description being made in the Registration Statement. Our opinions herein pertain solely to matters governed by
the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.
- 2 -
On the basis of
the foregoing, we are of the opinion that:
| 1. | all necessary
corporate action has been taken by the Company to authorize the issuance of the Shares upon
the due exercise of Options or SARs or the due vesting of Share Units or Share Awards in
accordance with the terms and conditions of the Plan and the terms and conditions that the
Committee may have determined with respect to the exercise or vesting, as the case may be,
of such Options, SARs, Share Units or Share Awards, in each case provided that such Options,
SARs, Share Units or Share Awards are duly granted pursuant to and in accordance with the
Plan; and |
| 2. | the Shares,
when issued upon the due exercise of Options or SARs or the due vesting of Share Units or
Share Awards duly granted pursuant to the Plan and in accordance with the terms and conditions
of the Plan and of those Options, SARs, Share Units or Share Awards, and, in the case of
Options, upon receipt of the exercise price for those Options or any applicable payment for
those SARs, Share Units or Share Awards, will be outstanding as validly issued, fully paid
and non-assessable. |
We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the United States
Securities and Exchange Commission (the “SEC”) promulgated thereunder.
The opinions expressed
herein are provided solely for your benefit in connection with the filing of the Registration Statement with the SEC and may not be relied
on for any other purpose or by any other person.
Yours very truly,
(signed) Osler,
Hoskin & Harcourt LLP
Osler, Hoskin &
Harcourt LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Bausch Health Companies Inc. of our report dated February 23, 2023 relating to the financial statements and the
effectiveness of internal control over financial reporting, which appears in Bausch Health Companies Inc.’s Annual Report on Form
10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 3, 2023
Exhibit 99
Bausch Health Companies
Inc.
2014 OMNIBUS INCENTIVE
PLAN
(As Amended and Restated,
Effective as of May 16, 2023)
The
purposes of the Amended and Restated 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”) are to
(i) align the long-term financial interests of employees, directors, consultants, agents and other service providers of the Company and
its Subsidiaries with those of the Company’s shareholders; (ii) attract and retain those individuals by providing compensation opportunities
that are competitive with other companies; and (iii) provide incentives to those individuals who contribute significantly to the long-term
performance and growth of the Company and its Subsidiaries.
Bausch
Health Companies Inc., a British Columbia corporation, adopted the 2014 Omnibus Incentive Plan (the “2014 Plan”) effective
as of April 7, 2014, which was approved by the shareholders at the 2014 annual meeting. The 2014 Plan reserved approximately 18 million
Common Shares for the issuance of Awards. On April 30, 2018, the shareholders approved an amendment to the 2014 Plan to increase the number
of Common Shares authorized under the 2014 Plan by an additional 11,900,000 Common Shares. On April 28, 2020, the shareholders approved
an amendment and restatement of the 2014 Plan to increase the number of authorized Common Shares by an additional 13,500,000 Common Shares.
On June 21, 2022, the shareholders approved an amendment and restatement of the 2014 Plan to increase the number of authorized Common
Shares by an additional 11,500,000 Common Shares. As of March 8, 2023, 9,534,218 Common Shares were available for further issuance. On
March 29, 2023, the Talent and Compensation Committee of the Board of Directors approved an amendment and restatement of the 2014 Plan
to increase the number of authorized Common Shares by an additional 7,500,000 Common Shares. The Plan, as amended and restated, has been
adopted and approved by the Board (defined below) and shall be effective as of May 16, 2023 (the “Effective Date”),
subject to the approval of shareholders.
Subject
to the right of the Board to amend or terminate the Plan at any time pursuant to Section 19 hereof, the Plan shall remain in effect until
the earlier of (i) the date all Common Shares subject to the Plan have been purchased or acquired according to the Plan’s provisions
or (ii) the tenth anniversary of the Effective Date. No Awards shall be granted under the Plan after such termination date, but Awards
granted prior to such termination date shall remain outstanding in accordance with their terms, and the authority of the Committee to
amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award shall
extend beyond such date.
“Award”
shall mean an Option, SAR, Share Unit, Share Award or Cash Award granted under the Plan.
“Award
Agreement” shall mean any written agreement, contract, or other instrument or document evidencing an Award, which may, but need
not, be executed or acknowledged by a Participant, as determined in the discretion of the Committee.
“Board”
shall mean the Board of Directors of the Company.
“Blackout
Period” means a period self-imposed by the Company (within the meaning of Section 613(m) of the TSX Company Manual) when the
Participant is prohibited from trading in the Company’s securities.
“Business
Day” means any day, other than a Saturday, Sunday or statutory or civic holiday, on which banks in Toronto, Ontario are open
for business.
“Cash
Award” means cash awarded under Section 7(d) of the Plan, including cash awarded as a bonus or upon the attainment of Performance
Criteria or otherwise as permitted under the Plan.
“Cause”
shall have the meaning set forth in the Participant’s Service Agreement; provided that if no such agreement or definition exists,
“Cause” shall mean, unless otherwise specified in the Award Agreement: (i) conviction of any felony or indictable offense
(other than one related to a vehicular offense) or other criminal act involving fraud; (ii) willful misconduct that results in a material
economic detriment to the Company; (iii) material violation of Company policies and directives, which is not cured after written notice
and an opportunity for cure; (iv) continued refusal by the Participant to perform the Participant’s duties after written notice
identifying the deficiencies and an opportunity for cure; (v) a material violation by the Participant of any material covenants to the
Company and (vi) such other actions constituting cause under applicable common law. No action or inaction shall be deemed willful if (x)
not demonstrably willful and (y) taken or not taken by the Participant in good faith and with the understanding that such action or inaction
was not adverse to the best interests of the Company. Reference in this definition to the Company shall also include direct and indirect
Subsidiaries of the Company, and materiality shall be measured based on the action or inaction and the impact upon the Company taken as
a whole.
“Change
of Control” shall have the meaning set forth in Section 11.
“Code”
shall mean the U.S. Internal Revenue Code of 1986, as amended, including any rules and regulations promulgated thereunder and any successor
thereto.
“Committee”
shall mean the Board or a committee designated by the Board to administer the Plan. “Common Shares” shall mean the
common shares of the Company, no par value per share.
“Company”
shall mean Bausch Health Companies Inc., a corporation incorporated under the British Columbia Business Corporations Act.
“Consultant”
means any individual, including an advisor, consultant or agent, who is providing services to the Company or any Subsidiary under a written
agreement, other than services provided in relation to a distribution, including, without limitation, any non-employee director serving
on the Board of Directors of any Subsidiary.
“Deferred
Shares” shall mean an Award payable in Common Shares at the end of a specified deferral period that is subject to the terms,
conditions and limitations described or referred to in Section 7(d)(iv).
“Director”
means any member of the Board.
“Disability”
shall mean, unless otherwise provided in an applicable Service Agreement or Award Agreement, that the Participant is (i) unable to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health
plan covering employees of the Company; provided, that, if applicable to the Award, “Disability” shall be determined in a
manner consistent with Section 409A of the Code.
“Eligible
Recipient” shall mean (i) any Employee, (ii) any Director or (iii) any Consultant.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder
and any successor thereto.
“Good
Reason” shall have the meaning set forth in the Participant’s applicable Service Agreement; provided that if no such agreement
or definition exists, “Good Reason” shall mean, unless otherwise specified in the Award Agreement, the occurrence of any of
the events or conditions described in clauses (i) and (ii) immediately below without the Participant’s consent, which are not cured
by the Company (if susceptible to cure by the Company) within thirty (30) days after the Company has received written notice from the
Participant which notice must be provided by the Participant within ninety (90) days of the initial existence of the event or condition
constituting Good Reason specifying the particular events or conditions which constitute Good Reason and the specific cure requested by
the Participant: (i) any material reduction in the Participant’s duties or responsibilities as
in effect immediately
prior thereto; provided that diminution of responsibility shall not include any such diminution resulting from a promotion, death or Disability,
the Participant’s Termination of Service for Cause, or the Participant’s Termination of Service other than for Good Reason;
and (ii) any reduction in the Participant’s base salary or target bonus opportunity which is not comparable to reductions in the
base salary or target bonus opportunity of other similarly-situated employees at the Company.
“Insider”
shall mean a reporting insider, as defined in National Instrument 55-104 - Insider Reporting Requirements and Exemptions of the
Canadian Securities Administrators.
“ISO”
shall mean an Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.
“Intrinsic
Value” with respect to an Option or SAR means (i) the excess, if any, of the price or implied price per Common Share in a Change
of Control or other event over (ii) the exercise or price of such Award multiplied by (iii) the number of Shares covered by such Award.
“Market
Price” shall mean, with respect to Common Shares, (i) the closing price per Common Share on the national securities exchange
on which the Common Shares are principally traded (as of the Effective Date, the New York Stock Exchange), or (ii) if the Common Shares
are not then listed on a national securities exchange but are then traded in an over-the-counter market, the average of the closing bid
and asked prices for the Common Shares in such over-the-counter market, or (iii) if the Common Shares are not then listed on a national
securities exchange or traded in an over-the-counter market, such value as the Committee, using any reasonable method of valuation, shall
determine. With respect to property other than Common Shares, the Market Price shall mean the fair market value of such other property
determined by such methods or procedures as shall be established from time to time by the Committee.
“Nonqualified
Stock Option” shall mean an Option that is granted to a Participant that is not designated as an ISO.
“Option”
shall mean the right to purchase a specified number of Common Shares at a stated exercise price for a specified period of time subject
to the terms, conditions and limitations described or referred to in Section 7(a). The term “Option” as used in the Plan includes
the terms “Nonqualified Stock Option” and “ISO.”
“Original
Term” shall have the meaning set forth in Section 7(a).
“Participant”
shall mean an Eligible Recipient who has been granted an Award under the Plan.
“Performance
Criteria” shall mean performance criteria based on the attainment by the Company or any Subsidiary (or any division or business
unit of such entity) of performance measures pre-established by the Committee in its sole discretion, including, but not limited to, one
or more of the following:
(i) revenues,
income before taxes and extraordinary items, net income, operating income, earnings before income tax, earnings before interest, taxes,
depreciation and amortization, cash flow or a combination of any or all of the foregoing;
(ii) after-tax
or pre-tax profits including, without limitation, that attributable to continuing and/or other operations;
(iii) the
level of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations
of the Company either in absolute terms or as it relates to a profitability ratio including operating income or EBITA;
(iv) return
on capital employed, return on assets, or return on invested capital;
(v) after-tax
or pre-tax return on stockholders’ equity;
(vi) economic
value added targets based on a cash flow return on investment formula;
(vii) the
Market Price of the Common Shares;
(viii)
the market capitalization or enterprise value of the Company, either in amount or relative to
industry peers;
(ix) the
value of an investment in the Common Shares assuming the reinvestment of dividends;
(x)
the achievement of operating margin targets or other measures of improving profitability;
(xi) the
filing of one or more new drug application(s) (“NDA”) or one or more new drug submission(s) (“NDS”) or the approval
of one or more NDA(s) or one or more NDS(s) by the U.S. Food and Drug Administration or the Canadian Therapeutic Products Directorate,
as applicable;
(xii) the achievement
of, or progress toward, a launch of one or more new drug(s);
(xiii) the
achievement of research and development milestones;
(xiv) the
achievement of other strategic milestones including, without limitation, the achievement of specific synergy capture and cost savings
realization relating to integrations and the successful creation or execution of a restructuring plan for a specific business or function;
(xv) the successful
completion of clinical trial phases;
(xvi) licensing
or acquiring new products or product platforms; (xvii) acquisition or divestiture of products or business;
(xviii) the
entering into new, or exiting from existing, geographic markets or industry segments; or
(xix)
the attainment of a certain level of, reduction of, or other specified objectives with regard
to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs.
For
purposes of item (i) above, “extraordinary items” shall mean all items of gain, loss or expense for the fiscal year determined
to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction (including, without limitation,
a disposition or acquisition) or restructuring or related to a change in accounting principles, all as determined in accordance with standards
established by Opinion No. 30 of the Accounting Principles Board. Each financial metric described in item (i) above may be on a business
unit, geographic segment, total company or per-share basis, and on a GAAP or non-GAAP adjusted basis. The Performance Criteria may be
based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance
of other entities. The Committee may designate additional business criteria on which the Performance Criteria may be based or adjust,
modify or amend the aforementioned business criteria, including to take into account actions approved by the Board or a committee thereof
that affect the achievement of the original performance criteria. Performance Criteria may include a threshold level of performance below
which no Award will be earned, a level of performance at which the target amount of an Award will be earned and a level of performance
at which the maximum amount of the Award will be earned. The Committee, in its sole discretion, shall make equitable adjustments to the
Performance Criteria in recognition of unusual or non-recurring events affecting the Company or any Subsidiary or the financial statements
of the Company or any Subsidiary, in response to changes in applicable laws or regulations, including changes in generally accepted accounting
principles, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence
or related to the disposal of a segment of a business or related to a change in accounting principles, as applicable.
“Person”
shall have the meaning set forth in Section 14(d)(2) of the Exchange Act.
“Restricted
Shares” shall mean an Award of Common Shares that is subject to the terms, conditions, restrictions
and limitations described
or referred to in Section 7(d)(iii).
“SAR”
shall mean a share appreciation right that is subject to the terms, conditions, restrictions and limitations described or referred to
in Section 7(b).
“Section
16(a) Insider” shall mean an Eligible Recipient who is subject to the reporting requirements of Section 16(a) of the Exchange
Act.
“Separation
from Service” shall have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations.
“Service
Agreement” means any employment, severance, consulting or similar agreement between the applicable Participant and the Company
or any of its Subsidiaries.
“Specified
Employee” shall have the meaning set forth in Section 409A of the Code and the Treasury Regulations promulgated thereunder.
“Share
Award” shall have the meaning set forth in Section 7(d)(i).
“Share
Payment” shall mean a share payment that is subject to the terms, conditions, and limitations described or referred to in Section
7(d)(ii).
“Share
Unit” shall mean a share unit that is subject to the terms, conditions and limitations described or referred to in Section 7(c).
“Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations
(other than the last corporation) in the unbroken chain owns shares possessing fifty percent (50%) or more of the total combined voting
power of all classes of shares in one of the other corporations in the chain (or such lesser percent as is permitted by Section 1.409A-1(b)(5)(iii)(E)
of the Treasury Regulations).
“Substitute
Award” means an Award granted in connection with a transaction between the Company (or a Subsidiary) and another entity or business
acquired by the Company (or a Subsidiary), or with which the Company or a Subsidiary combines, in substitution or exchange for, or conversion,
adjustment, assumption or replacement of, awards previously granted by such other entity or business.
“Termination
of Service” means, unless as otherwise provided in an Award Agreement, in the case of a Participant who is an Employee, cessation
of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary, or, in the case of
a Participant who is a Consultant or non-employee Director, the date the performance of services for the Company or any Subsidiary has
ended; provided, however, that in the case of a Participant who is an Employee, the transfer of employment from the Company
to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another Subsidiary or, unless the Committee determines otherwise,
the cessation of employee status but the continuation of the performance of services for the Company or a Subsidiary as a Director or
Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further,
that a Termination of Service shall be deemed to occur for a Participant employed by, or performing services for, a Subsidiary when such
Subsidiary ceases to be a Subsidiary unless such Participant’s employment or service continues with the Company or another Subsidiary.
Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination
of Service occurs when a Participant experiences a Separation of Service.
“Transferred
Shares” shall have the meaning set forth in Section 6(a).
“Treasury
Regulations” shall mean the regulations promulgated under the Code by the United States Internal Revenue Service, as amended.
“TSX”
means the Toronto Stock Exchange.
(a)
Committee Authority. Subject to applicable law, the Committee shall have full and exclusive power to administer and interpret
the Plan, to grant Awards and to adopt such administrative rules, regulations, procedures and guidelines governing the Plan and the Awards
as it deems appropriate, in its sole discretion, from time to time. The Committee’s authority shall include, but not be limited
to, the authority to (i) determine the type of Awards (including Substitute Awards) to be granted under the Plan; (ii) select Award recipients
and determine the extent of their participation; (iii) determine Performance Criteria; (iv) establish all other terms, conditions, and
limitations applicable to Awards, Award programs and, if applicable, the Common Shares issued pursuant thereto; (v) determine whether,
to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, Common Shares, other Awards,
other property, net settlement (including broker- assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended;
and (vi) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors
and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance
with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. The Committee may accelerate
or defer the vesting or payment of Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect
to Awards or the Common Shares issued pursuant to Awards and make any and all other determinations that it deems appropriate with respect
to the administration of the Plan, subject to the limitations contained in Sections 6(d) and 19 of the Plan and applicable law and listing
rules with respect to all Participants.
(b)
Administration of the Plan. The administration of the Plan shall be managed by the Committee. All determinations of the
Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or
by written consent. The Committee shall have the power to prescribe and modify the forms of Award Agreement, correct any defect, supply
any omission or clarify any inconsistency in the Plan and/or in any Award Agreement and take such actions and make such administrative
determinations that the Committee deems appropriate in its sole discretion. Any decision of the Committee in the administration of the
Plan, as described herein, shall be final, binding and conclusive on all parties concerned, including the Company, its shareholders and
Subsidiaries and all Participants. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at
any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility
granted to the Committee herein.
(c)
Delegation of Authority. To the extent permitted by applicable law, the Committee may at any time delegate to one or more
officers or Directors of the Company some or all of its authority over the administration of the Plan (including the authority to grant
Awards under the Plan), with respect to individuals who are not Section 16(a) Insiders.
(d)
Indemnification. No member of the Committee or any other Person to whom any duty or power relating to the administration
or interpretation of the Plan has been delegated shall be personally liable for any action or determination made with respect to the Plan,
except for his or her own willful misconduct or as expressly provided by statute. The members of the Committee and its delegates, including
any employee with responsibilities relating to the administration of the Plan, shall be entitled to indemnification and reimbursement
from the Company, to the extent permitted by applicable law and the by-laws and policies of the Company. To the fullest extent permitted
by the law, in the performance of its functions under the Plan, the Committee (and each member of the Committee and its delegates) shall
be entitled to rely upon information and advice furnished by the Company’s officers, accountants, counsel and any other party they
deem appropriate, and neither the Committee nor any such Person shall be liable for any action taken or not taken in reliance upon any
such advice.
(a)
Eligible Recipients. Subject to applicable law and Section 7 hereof, the Committee shall determine, in its sole discretion,
which Eligible Recipients shall be granted Awards under the Plan. Holders of equity compensation awards granted by an entity or business
that is acquired by the Company or a Subsidiary (or whose business is acquired by the Company or a Subsidiary) or with which the Company
or a Subsidiary combines are eligible for grants of
Substitute Awards under
the Plan to the extent permitted under applicable law and the applicable regulations of any stock exchange on which the Company is then
listed.
(b)
Participation outside of the United States. In order to facilitate the granting of Awards to Employees who are foreign nationals
or who are employed outside of the U.S., the Committee may provide for such special terms and conditions, including, without limitation,
substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or
custom. The Committee may approve any supplements to, or amendments, restatements or alternative versions of, this Plan (including sub-plans)
as it may consider necessary or appropriate for the purposes of this Section 5(b) without thereby affecting the terms of this Plan as
in effect for any other purpose, and the appropriate officer of the Company may certify any such documents as having been approved and
adopted pursuant to properly delegated authority; provided, that no such supplements, amendments, restatements or alternative versions
shall include any provisions that are inconsistent with the intent and purpose of this Plan, as then in effect; further provided
that any such action taken with respect to an Employee who is subject to Section 409A of the Code shall be taken in compliance with Section
409A of the Code.
| 6. | Available Shares of Common Shares |
(a)
Shares Subject to the Plan. Subject to the following provisions of this Section
6, the maximum number of Common Shares that may be issued to Participants pursuant to Awards (all of which may be granted as ISOs) shall
be equal to the sum of (i) 55,268,825 Common Shares, (ii) 7,500,000 Common Shares and (iii) the number of Common Shares becoming available
for reuse after awards are terminated, forfeited, cancelled, exchanged or surrendered following the Effective Date under the Company’s
2011 Omnibus Incentive Plan (the “Transferred Shares”). For the avoidance of doubt, the Transferred Shares shall no
longer be available under the Company’s 2011 Omnibus Incentive Plan. Common Shares issued pursuant to Awards granted under the Plan
may be shares that have been authorized but unissued, or have been purchased in open market transactions or otherwise.
(b)
Forfeited and Expired Awards. If any shares subject to an Award (other than a
Substitute Award) are forfeited, canceled, exchanged or surrendered, or if an Award (other than a Substitute Award) terminates or expires
without a distribution of Common Shares to the Participant, the Common Shares with respect to such Award shall, to the extent of any such
forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding
the foregoing, (i) the Common Shares surrendered or withheld as payment of either the exercise price of an Option (including shares otherwise
underlying an Award of a SAR that are retained by the Company to account for the exercise price of such SAR) and/or withholding taxes
in respect of an Award shall no longer be available for Awards under the Plan and (ii) any Common Shares subject to any Substitute Award
that is (A) forfeited, cancelled, exchanged, surrendered, cancelled or otherwise terminates or expires without a distribution of Common
Shares or (B) surrendered or withheld as payment of either the exercise price of a Substitute Award and/or withholding taxes in respect
of a Substitute Award, in each case, will not again become available for distribution in connection with Awards under the Plan.
(c) Other
Items Not Included in Allocation. The maximum number of Common Shares that may be issued under the Plan as set forth in Section
6(a) shall not be affected by (i) the payment in cash of dividends or dividend equivalents in connection with outstanding Awards to the
extent such cash dividends or dividend equivalents are permitted in accordance with Section 8; (ii) the granting or payment of share-
denominated Awards that by their terms may be settled only in cash, (iii) the granting of Cash Awards; or (iv) the grant of, or issuance
of Common Shares pursuant to, Substitute Awards. For the avoidance of doubt, Common Shares underlying Substitute Awards and Common Shares
remaining available for grant under a plan of an acquired company or of a company with which the Company or a Subsidiary combines (whether
by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition
or combination transaction, shall not reduce the number of Common Shares remaining available for grant hereunder.
(d)
ISO Limit. Subject to Section 6(f), the maximum number of Common Shares available
for issuance with respect to ISOs shall be 62,768,825.
(e) Other
Limitations on Shares that May be Granted under the Plan. Subject to Section 6(f), (i) the number
of Common Shares issuable
to Insiders, at any time, under all security-based compensation arrangements of the Company, cannot exceed 10% of issued and outstanding
Common Shares of the Company; (ii) the number of Common Shares issued to Insiders, within any one year period, under all security-based
compensation arrangements of the Company, cannot exceed 10% of issued and outstanding securities; and (iii) the number of Common Shares
issuable to non-employee members of the Board, at any time, under all security-based compensation arrangements of the Company, cannot
exceed 1% of issued and outstanding Common Shares of the Company.
(f) Adjustments.
In the event of any change in the Company’s capital structure, including, but not limited to, a change in the number of Common Shares
outstanding, on account of (i) any stock dividend, stock split, reverse stock split or any similar equity restructuring or (ii) any combination
or exchange of equity securities, merger, consolidation, recapitalization, reorganization, or divesture or any other similar event affecting
the Company’s capital structure, or change in applicable laws, regulations or accounting principles, to reflect such change in the
Company’s capital structure, the Committee shall make appropriate equitable adjustments to the maximum number of Common Shares that
may be issued under the Plan as set forth in Section 6(a) and the limits set forth in Section 6(d) and Section 6(e). In the event of any
extraordinary dividend, divestiture or other distribution (other than ordinary cash dividends) of assets to shareholders, or any transaction
or event described above, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee
shall make appropriate equitable adjustments to the number or kind of shares subject to an outstanding Award (including the identity of
the issuer), the exercise or hurdle price applicable to an outstanding Award, and/or any measure of performance that relates to an outstanding
Award, including any applicable Performance Criteria. Any adjustment to ISOs under this Section 6(f) shall be made only to the extent
not constituting a “modification” within the meaning of Section 424(h)(3) of the Code. With respect to Awards subject to Section
409A of the Code, any adjustments under this Section 6(f) shall conform to the requirements of Section 409A of the Code. Notwithstanding
anything set forth herein to the contrary, the Committee may, in its discretion, decline to adjust any Award made to a Participant, if
it determines that such adjustment would violate applicable law or result in adverse tax consequences to the Participant or to the Company.
If, as a result of any adjustment under this section 6(f), a Participant would become entitled to a fractional Common Share, the Participant
has the right to acquire only the adjusted number of full Common Shares and no payment or other adjustment will be made with respect to
the fractional Common Shares so disregarded. Adjustments under this Section 6(f) are subject to any applicable regulatory approvals.
(g)
Non-Employee Director Limitations. In any calendar year, no Participant who is a non-employee Director shall be granted
Options, SARs, Share Units, Share Awards, Cash Awards or any other compensation with an aggregate fair market value as of the grant date
(as determined in accordance with applicable accounting standards) or payment date, as applicable, in excess of $750,000.
Awards
under the Plan may be granted in the form of Options, SARs, Share Units, Share Awards or Cash Awards as described below. Awards may be
granted singly, in combination or in tandem as determined by the Committee, in its sole discretion.
(a) Options.
Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Options shall expire after such period,
not to exceed a maximum of ten years, as may be determined by the Committee (the “Original Term”). If an Option is exercisable
in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Option expires or is
otherwise canceled pursuant to its terms. Notwithstanding anything to the contrary in this Section 7(a), except as otherwise determined
by the Committee, and subject to compliance with Section 409A of the Code (including Section 1.409A-1(v)(C)(1) of the Treasury Regulations),
if the Original Term of an Option held by a Participant expires during a Blackout Period, the term of such Option shall be extended until
the tenth Business Day following the end of the Blackout Period, at which time any unexercised portion of the Option shall expire; provided,
however, that in no event shall such extension pursuant to this provision result in the term of such Option being extended beyond the
latest date which would not result in an extension within the meaning of Section 1.409A-1(v)(C)(1) of the Treasury Regulations. Except
as otherwise provided in this Section 7(a), Options shall be subject to the terms, conditions, restrictions, and limitations determined
by the Committee, in its sole discretion, from time to time.
(i) Exercise
Price. The Committee shall determine the exercise price per share for each Option, which, except with respect to Substitute Awards,
shall not be less than 100% of the Market Price (as of the date of grant) of the Common Shares subject to the Option.
(ii)
Exercise of Options. Upon satisfaction of the applicable conditions relating to
vesting and exercisability, as determined by the Committee, and upon provision for the payment in full of the exercise price and applicable
taxes due, the Participant shall be entitled to exercise the Option and receive the number of Common Shares issuable in connection with
the Option exercise. The Common Shares issued in connection with the Option exercise may be subject to such conditions and restrictions
as the Committee may determine, from time to time. The exercise price of an Option and applicable withholding taxes relating to an Option
exercise may be paid by methods permitted by the Committee from time to time including, but not limited to, (1) a cash payment; (2) tendering
(either actually or by attestation) Common Shares owned by the Participant (for any minimum period of time that the Committee, in its
discretion, may specify), valued at the Market Price at the time of exercise; (3) arranging to have the appropriate number of Common Shares
issuable upon the exercise of an Option withheld or sold (including pursuant to a “sell-to-cover” method) pursuant to such
procedures as determined by the Committee in its discretion; or (4) any combination of the above. Additionally, the Committee may provide
that an Option may be “net exercised,” meaning that upon the exercise of an Option or any portion thereof, the Company shall
deliver the number of whole Common Shares equal to (A) the difference between (x) the aggregate Market Price of the Common Shares subject
to the Option (or the portion of such Option then being exercised) and (y) the aggregate exercise price for all such Common Shares under
the Option (or the portion thereof then being exercised) plus (to the extent it would not give rise to adverse accounting consequences
pursuant to applicable accounting principles or to adverse tax consequences to the Participants under Canadian federal, provincial or
territorial tax laws) the amount of withholding tax due upon exercise divided by (B) the Market Price of a Common Share on the date of
exercise. Any fractional share that would result from such equation shall be canceled.
(iii)
ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the
provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Committee
from time to time in accordance with the Plan. At the discretion of the Committee, ISOs may be granted only to an employee of the Company,
its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary.
(1)
ISO Grants to 10% Shareholders. Notwithstanding anything to the contrary in this
Section 7(a), if an ISO is granted to a Participant who owns shares representing more than ten percent of the voting power of all classes
of shares of the Company, its “parent corporation” (as such term is defined in Section 424 (e) of the Code) or a Subsidiary,
the term of the Option shall not exceed five years from the time of grant of such Option and the exercise price shall be at least 110
percent of the Market Price (as of the date of grant) of the Common Shares subject to the Option.
(2)
$100,000 Per Year Limitation for ISOs. To the extent the aggregate Market Price
(determined as of the date of grant) of the Common Shares for which ISOs are exercisable for the first time by any Participant during
any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.
(3)
Disqualifying Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately
after the date he or she makes a “disqualifying disposition” of any Common Shares acquired pursuant to the exercise of such
ISO. A “disqualifying disposition” is any disposition (including any sale) of such Common Shares before the later of (i) two
years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the Common Shares by exercising the
ISO. The Company may, if determined by the Committee and in accordance with procedures established by it, retain possession of any Common
Shares acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the
preceding sentence, subject to complying with any instructions from such Participant as to the sale of such shares.
(iv)
No Dividends or Dividend Equivalents. No Option will be eligible for the payment
of dividends
or dividend equivalents.
(v)
Subject to applicable laws and Company policies, the Committee may provide in any applicable
Award Agreement that, if, as of the last day of the Original Term of the Option, (i) the Market Price of the Common Shares subject to
the Option exceeds the aggregate exercise price of the Option and (ii) the Participant has not previously exercised such Option, then
the Option shall be deemed to have been automatically exercised by the Participant on such date (the “Automatic Exercise Date”),
which such automatic exercise shall be made on a “net exercise” basis (pursuant to such terms and procedures as determined
by the Committee) to cover the applicable exercise price applicable to such Option and any applicable tax withholding obligations; provided
that, unless otherwise determined by the Committee, this Section 7(a)(v) shall not apply to any Option held by a Participant who has
incurred a Termination of Service on or before the Automatic Exercise Date.
(b) Share
Appreciation Rights. A SAR represents the right to receive a payment in cash, Common Shares, or a combination thereof, in an amount
equal to the product of (1) the excess of the Market Price per Common Share on the date the SAR is exercised over the exercise price per
Common Share of such SAR (which exercise price shall be no less than 100% of the Market Price of the Common Shares subject to the SAR
as of the date the SAR was granted, except in the case of Substitute Awards) and (2) the number of Common Shares subject to the portion
of the SAR being exercised. If a SAR is paid in Common Shares, the number of Common Shares to be delivered will equal the amount determined
to be payable in accordance with the prior sentence divided by the Market Price of a Common Share at the time of payment. The Committee
shall establish the Original Term of a SAR, which shall not exceed a maximum of ten years. Notwithstanding anything to the contrary in
this Section 7(b), except as otherwise determined by the Committee, and subject to compliance with Section 409A of the Code (including
Section 1.409A-1(v)(C)(1) of the Treasury Regulations) if the Original Term of a SAR held by the Participant expires during a Blackout
Period, the term of such SAR shall be extended until the tenth Business Day following the end of the Blackout Period, at which time any
unexercised portion of the SAR shall expire; provided, however, that in no event shall such extension pursuant to this provision
result in the term of such SAR being extended beyond the latest date which would not result in an extension within the meaning of Section
1.409A-1(v)(C)(1) of the Treasury Regulations. Except as otherwise provided in this Section 7(b), SARs shall be subject to the terms,
conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A SAR may only be granted
to an Eligible Recipient to whom an Option could be granted under the Plan. No SAR will be eligible for the payment of dividends or dividend
equivalents.
(c)
Share Units. A Share Unit is an Award that represents the right to receive a Common
Share or a cash payment equal to the Market Price of a Common Share. Share Units shall be subject to such terms and conditions (including,
without limitation, service-based and/or performance-based vesting conditions, including Performance Criteria), restrictions and limitations
as the Committee may determine to be applicable to such Share Units, in its sole discretion, from time to time and set forth in the applicable
Award Agreement.
(i) Blackout
Period. In the event that any Share Unit is scheduled by its terms to be settled in Common Shares (the “Original Distribution
Date”) during a Blackout Period, then, if the Participant is restricted from selling Common Shares during the Blackout Period,
the Committee, in its discretion, may determine that such Common Shares subject to the Share Unit shall not be delivered on such Original
Distribution Date and shall instead be delivered as soon as practicable following the expiration of the Blackout Period; provided,
however, that in no event shall the delivery of the Common Shares be delayed pursuant to this provision beyond the latest date on
which such delivery could be made without violating Section 409A of the Code.
(d) Share
Awards.
(i) Form
of Awards. The Committee may grant Awards that are payable in Common Shares or denominated in units equivalent in value to Common
Shares or are otherwise based on or related to Common Shares (“Share Awards”), including, but not limited to, Share
Payments, Restricted Shares and Deferred Shares. Share Awards shall be subject to such terms, conditions (including, without limitation,
service-based and performance-based vesting conditions, including Performance Criteria), restrictions and limitations as the Committee
may determine to be applicable to such Share Awards, in its sole discretion, from time to time.
(ii)
Share Payment. If not prohibited by applicable law, the Committee may issue unrestricted
Common Shares in such amounts and subject to such terms and conditions as the Committee shall from time to time in its sole discretion
determine. A Share Payment may (but need not) be granted as, or in payment of, a bonus, or to provide incentives or recognize special
achievements or contributions.
(iii)
Restricted Shares. Restricted Shares shall be subject to the terms, conditions,
restrictions, and limitations determined by the Committee, in its sole discretion, from time to time. The number of Restricted Shares
allocable to an Award under the Plan shall be determined by the Committee in its sole discretion.
(iv)
Deferred Shares. Subject to Section 409A of the Code (to the extent applicable),
Deferred Shares shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion,
from time to time. A Participant who receives an Award of Deferred Shares shall be entitled to receive the number of Common Shares allocable
to his or her Award, as determined by the Committee in its sole discretion, from time to time, at the end of a specified deferral period
determined by the Committee. Awards of Deferred Shares represent only an unfunded, unsecured promise to deliver shares in the future and
shall not give Participants any greater rights than those of an unsecured general creditor of the Company.
(e)
Cash Awards. The Committee may grant Awards that are payable to Participants solely
in cash, as deemed by the Committee to be consistent with the purposes of the Plan, and, except as otherwise provided in this Section
7(e), such Cash Awards shall be subject to the terms, conditions, restrictions, and limitations determined by the Committee, in its sole
discretion, from time to time. Awards granted pursuant to this Section 7(e) may be granted with value and payment contingent upon the
achievement of Performance Criteria. Payments earned hereunder may be decreased or increased in the sole discretion of the Committee based
on such factors as it deems appropriate.
(f) Unless
the applicable Award Agreement provides otherwise or the Committee determines otherwise, (i) vesting with respect to an Award will cease
upon a Termination of Service, and unvested Awards shall be forfeited upon such termination and (ii) in the case of a Termination of Service
for Cause, vested Awards shall also be forfeited.
| 8. | Dividends and Dividend Equivalents |
The
Committee may, in its sole discretion, provide that Share Units and/or Share Awards shall earn dividends or dividend equivalents, as applicable.
Such dividends or dividend equivalents may be credited to an account maintained on the books of the Company. Any payment or crediting
of dividends or dividend equivalents will be subject to such terms, conditions, restrictions and limitations as the Committee may establish,
from time to time, in its sole discretion, including, without limitation, reinvestment in additional Common Shares or common share equivalents;
provided, however, if the payment or crediting of dividends or dividend equivalents is in respect of a Share Unit or Share Award that
is subject to Section 409A of the Code, then the payment or crediting of such dividends or dividend equivalents shall conform to the requirements
of Code Section 409A of the Code and such requirements shall be specified in writing. Notwithstanding the foregoing, dividends or dividend
equivalents (i) shall have the same vesting dates and shall be paid in accordance with the same terms as the Award to which they relate
and (ii) with respect to any Award subject to the achievement of Performance Criteria, shall not be paid unless and until the relevant
Performance Criteria have been satisfied, and then only to the extent determined by the Committee, as specified in the Award Agreement.
Except
as may be permitted by the Committee or as specifically provided in an Award Agreement, Awards granted under the Plan, and during any
period of restriction on transferability, Common Shares issued in connection with the exercise of an Option or a SAR, may not be sold,
pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent and distribution,
unless and until the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed or have
been waived by the Committee. No Award or interest or right therein shall be subject to the debts, contracts or engagements of a Participant
or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment
or any other means whether such disposition be voluntary or involuntary or by
operation of law, by
judgment, lien, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy and divorce), and any
attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in any way. Notwithstanding the foregoing,
the Committee may, in its sole discretion, permit (on such terms, conditions and limitations as it may establish) Nonqualified Stock Options
and/or shares issued in connection with an Option or a SAR exercise that are subject to restrictions on transferability, to be transferred
to a member of a Participant’s immediate family or to a trust or similar vehicle for the benefit of a Participant’s immediate
family members. During the lifetime of a Participant, all rights with respect to Awards shall be exercisable only by such Participant
or, if applicable pursuant to the preceding sentence, a permitted transferee.
| 10. | Effect of a Termination of Service |
(a) The Committee may provide, by rule or regulation or in any applicable Award Agreement, or may determine in any individual case, the circumstances
in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s
Termination of Service.
(b) Subject to Section 409A of the Code, the Committee may determine, in its discretion, whether, and the extent to which, (i) an Award will
vest during a leave of absence, (ii) a reduction in service level (for example, from full-time to part-time employment) will cause a reduction,
or other change, to an Award and (iii) a leave of absence or reduction in service will be deemed a Termination of Service.
(a) Unless otherwise
determined in an Award Agreement, in the event of a Change of Control:
(i) With
respect to each outstanding Award that is assumed or substituted in connection with a Change of Control, in the event of a Termination
of Service without Cause or by the Participant for Good Reason during the 12-month period following such Change of Control (i) such Award
shall become fully vested and exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such
Award granted shall lapse, and (iii) any performance conditions (including any Performance Criteria) imposed with respect to Awards shall
be deemed to be achieved at target performance levels or at such other level as determined by the Committee in its discretion or specified
in the applicable Award Agreement or the definitive transaction documentation in connection with such Change of Control.
(ii)
With respect to each outstanding Award that is not assumed or substituted in connection with
a Change of Control immediately upon the occurrence of the Change of Control, (x) such Award (including both time-based and performance-based
Awards) shall become fully vested and exercisable based on a fraction, the numerator of which is the number of days between the grant
date and the date of the Change of Control and the denominator of which is the number of days during the period beginning on the grant
date of the Award and ending on the date of vesting of the Award or such other period determined by the Committee in its discretion or
as set forth in the applicable Award Agreement, (y) the restrictions, payment conditions, and forfeiture conditions applicable to any
such Award granted shall lapse, and (z) any performance conditions (including any Performance Criteria) imposed with respect to performance-based
Awards shall be deemed to be achieved at target performance levels (for the avoidance of doubt, prorated in accordance with clause (x))
or at such other level as determined by the Committee in its discretion or specified in the applicable Award Agreement or the definitive
transaction documentation in connection with such Change of Control.
(iii)
For purposes of this Section 10, an Award shall be considered assumed or substituted for if,
following the Change of Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately
prior to the Change of Control except that, if the Award related to Common Shares, the Award instead confers the right to receive common
shares of the acquiring entity (or its parent).
(iv)
Notwithstanding any other provision of the Plan, in the event of a Change of Control, the Committee
(a) may, in its discretion provide that each Option and each SAR which may, by its terms, only be settled in shares shall, immediately
prior to the occurrence of a Change of Control, be deemed to have been exercised on a “net
exercise” basis;
and (b) may, in its discretion, except as would otherwise result in adverse tax consequences under Code Section 409A, provide that each
Award, other than Options and SARs which may, by their terms, only be settled in shares, shall, immediately upon the occurrence of a Change
of Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the excess of the consideration paid
per Common Share in the Change of Control over the exercise or purchase price (if any) per Common Share subject to the Award multiplied
by (ii) the number of Common Shares then outstanding under the Award; provided that, if the Intrinsic Value of an Option or SAR
is equal to or less than zero, the Committee may, in its sole discretion, provide for the cancellation of such Award without payment of
any consideration therefor (for the avoidance of doubt, in the event of a Change of Control, the Committee may, in its sole discretion,
terminate any Option or SAR for which the exercise or purchase price is equal to or exceeds the per Common Share value of the consideration
to be paid in the Change of Control transaction without payment of consideration therefor).
(b) For purposes of this Agreement and, except to the extent as would result in a violation of Code Section 409A, a “Change of Control”
shall be deemed to occur if and when the first of the following occurs:
(i) the acquisition (other than from the Company), by any person (as such term is defined in Section 13(d) or 14(d) of the Exchange Act, including
a “group” as defined in Section 13(d) thereof) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding voting securities;
(ii) the individuals who, as of the date hereof, are members of the Board (the “Incumbent Board”), cease for any reason to constitute
at least a majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director
was approved by a vote of at least a majority of the Incumbent Board, and such new director shall be considered as a member of the Incumbent
Board;
(iii) the closing of an amalgamation or similar business combination (each, an “Amalgamation”) involving the Company if (i) the
shareholders of the Company, immediately before such Amalgamation, do not, as a result of such Amalgamation, own, directly or indirectly,
more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the entity resulting from such
Amalgamation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company
outstanding immediately before such Amalgamation or (ii) immediately following the Amalgamation, the individuals who comprised the Board
immediately prior thereto do not constitute at least a majority of the board of directors of the entity resulting from such Amalgamation
(or, if the entity resulting from such Amalgamation is then a subsidiary, the ultimate parent thereof);
(iv) a complete liquidation or dissolution of the Company or the consummation of the sale or other disposition of all or substantially all
of the assets of the Company.
(c) Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined
voting power of the Company’s then outstanding securities is acquired by (i) a trustee or other fiduciary holding securities under
one or more employee benefit plans maintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior
to such acquisition, is owned directly or indirectly by the shareholders of the Company in the same proportion as their ownership of shares
in the Company immediately prior to such acquisition. In addition, notwithstanding the foregoing, solely to the extent required by Section
409A of the Code, a Change of Control shall be deemed to have occurred only if a change in the ownership or effective control of the Company
or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A
of the Code and the Treasury Regulations thereunder.
The
Committee may specify in an Award Agreement that a Participant’s rights, payments and benefits with respect to an Award shall be
subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such
events may include
any Termination of Service, violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive
covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by
the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries. The Committee shall have full
authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated
thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan
(including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the
Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by
any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted
to the Participant or any Common Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Common
Shares underlying such Awards.
Each
Award under the Plan shall be evidenced by an Award Agreement (as such may be amended from time to time) that sets forth the terms, conditions,
restrictions and limitations applicable to the Award, including, but not limited to, the provisions governing vesting, exercisability,
payment, forfeiture, and Termination of Service, all or some of which may be incorporated by reference into one or more other documents
delivered or otherwise made available to a Participant in connection with an Award.
Participants
shall be solely responsible for any applicable taxes (including, without limitation, income, payroll and excise taxes) and penalties,
and any interest that accrues thereon, which they incur in connection with the receipt, vesting or exercise of an Award. The Company and
its Subsidiaries shall have the right to require payment of, or may deduct from any payment made under the Plan or otherwise to a Participant,
or may permit shares to be tendered or sold, including Common Shares delivered or vested in connection with an Award, in an amount sufficient
to cover withholding of any federal, state, provincial, territorial, local, foreign or other governmental taxes or charges required by
law or such greater amount of withholding as the Committee shall determine from time to time and to take such other action as may be necessary
to satisfy any such withholding obligations. It shall be a condition to the obligation of the Company to issue Common Shares upon the
exercise of an Option, or SAR, or upon settlement of a Share Award, that the Participant pay to the Company, on demand, such amount as
may be requested by the Company for the purpose of satisfying any tax withholding liability. If the amount is not paid, the Company may
refuse to issue shares.
| 15. | Other Benefit and Compensation Programs |
Awards
received by Participants under the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes
of calculating payments or benefits from any Company benefit plan or severance program unless specifically provided for under the plan
or program. Unless specifically set forth in an Award Agreement, Awards under the Plan are not intended as payment for compensation that
otherwise would have been delivered in cash, and even if so intended, such Awards shall be subject to such vesting requirements and other
terms, conditions and restrictions as may be provided in the Award Agreement.
The
Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. The Plan shall not establish any
fiduciary relationship between the Company and any Participant or other Person. To the extent any Participant holds any rights by virtue
of an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Company and shall not confer upon
any Participant or any other Person any right, title, or interest in any assets of the Company.
| 17. | Rights as a Shareholder |
Unless
the Committee determines otherwise, a Participant shall not have any rights as a shareholder with respect to Common Shares covered by
an Award until the date the Participant becomes the holder of record with respect to such Common Shares. No adjustment will be made for
dividends or other rights for which the record date is prior to such date, except as provided in Section 8.
No
Eligible Recipient shall have any claim or right to be granted an Award under the Plan. There shall be no obligation of uniformity of
treatment of Eligible Recipients under the Plan. Further, the Company and its Subsidiaries may adopt other compensation programs, plans
or arrangements as deemed appropriate or necessary. The adoption of the Plan, or grant of an Award, shall not confer upon any Eligible
Recipient any right to continued employment or service in any particular position or at any particular rate of compensation, nor shall
it interfere in any way with the right of the Company or a Subsidiary to terminate the employment or service of Eligible Recipients at
any time, free from any claim or liability under the Plan.
| 19. | Amendment and Termination |
(a)
The Plan and any Award may be amended, suspended or terminated at any time by the Board, provided that no amendment shall be made without
shareholder approval if such shareholder approval is required in order to comply with applicable law or the rules of the New York Stock
Exchange, the rules of the TSX, or any other securities exchange on which the Common Shares are traded or quoted. Except as otherwise
provided in Section 11(a), no termination, suspension or amendment of the Plan or any Award shall materially adversely affect the right
of any Participant with respect to any Award theretofore granted, as determined by the Committee, without such Participant’s written
consent.
(b)
Notwithstanding Section 19(a), the Company shall obtain shareholder approval for: (i) except as provided in Section 6(f), a reduction
in the exercise price or purchase price of an Award (or the cancellation and re-grant of an Award resulting in a lower exercise price
or purchase price); (ii) the extension of the Original Term of an Option; (iii) any amendment to the ISO limits described in Section 6(d);
(iv) any amendment to remove or to exceed the participation limits described in Section 6(e), including but not limited to those applicable
to Insiders; (v) an increase to the maximum number of Common Shares issuable under the Plan pursuant to Section 6(a) (other than adjustments
in accordance with Section 6(f)); (vi) amendments to this Section 19 other than amendments of a clerical nature; and (vii) any amendment
that permits Awards to be transferable or assignable other than for normal estate settlement purposes or for other purposes not involving
the receipt of monetary consideration.
| 20. | Option and SAR Repricing |
Except as provided in
Section 6(f) and without limiting Section 19(b)(i), the Committee may not, without shareholder approval, seek to effect any re-pricing
of any previously granted “underwater” Option or SAR by: (i) amending or modifying the terms of the Option or SAR to lower
the exercise price; (ii) cancelling the underwater Option or SAR and granting either (A) replacement Options or SARs having a lower exercise
price or (B) Restricted Shares, Share Units, or Other Share Awards in exchange; or (iii) cancelling or repurchasing the underwater Options
or SARs for cash or other securities. An Option or SAR will be deemed to be “underwater” at any time when the Market Value
of the Common Shares covered by such Award is less than the exercise price of the Award.
| 21. | Successors and Assigns |
The
Plan and any applicable Award Agreement shall be binding on all successors and assigns of a Participant, including, without limitation,
the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant’s creditors.
If
any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction,
or as to any Participant or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as
to such jurisdiction, Participant or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and
effect.
The Plan and all agreements
entered into under the Plan shall be governed, construed and administered in accordance with the laws of the Province of Ontario and the
laws of Canada applicable therein.
The
Plan is designed and intended, to the extent applicable, to provide for grants and other transactions which are exempt under Rule 16b-3,
and all provisions hereof shall be construed in a manner to so comply. Awards under the Plan are also intended to be exempt from, or otherwise
comply with Section 409A of the Code to the extent subject thereto, and the Plan and all Awards shall be interpreted in accordance with
Section 409A of the Code and Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the effective date of the Plan. If any provision of the Plan or any term or
condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and
deemed amended so as to avoid this conflict. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under
this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of a Participant’s
Termination of Service with the Company shall be made to such Participant until such Participant’s Termination of Service constitutes
a Separation from Service. For purposes of this Plan and any Award granted hereunder, each amount to be paid or benefit to be provided
shall be construed as a separate identified payment for purposes of Section 409A of the Code. If a participant is a Specified Employee,
then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, such Participant shall not be entitled to
any payments upon a termination of his or her employment or service until the earlier of: (i) the expiration of the six (6)-month period
measured from the date of such Participant’s Separation from Service or (ii) the date of such Participant’s death. Upon the
expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section
24 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid
to such Participant in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired
period, and any remaining payments due under this Plan will be paid in accordance with the normal payment dates specified for them herein
or the terms of the applicable Award. If an Award includes a “series of installment payments” (within the meaning of Section
1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated
as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents”
(within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall
be treated separately from the right to other amounts under the Award. Notwithstanding any provision of the Plan to the contrary, in no
event shall the Company or any affiliate be liable to a Participant on account of an Award’s failure to (i) qualify for favorable
U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A,
4999 or 457A of the Code.
In
connection with the Plan, the Company or its Subsidiaries, as applicable, may need to process personal data (as such term, “personal
information,” “personally identifiable information,” or any other term of comparable intent, is defined under applicable
laws or regulations, in each case to the extent applicable) provided by the Participant to, or otherwise obtained by, the Company or its
Subsidiaries, their respective third party service providers or others acting on the Company’s or its Subsidiaries’ behalf.
Examples of such personal data may include, without limitation, the Participant’s name, account information, social security number,
tax number and contact information.
The Company or its
Subsidiaries may process such personal data for the performance of the contract with the Participant in connection with the Plan and in
its legitimate business interests for all purposes relating to the operation and performance of the Plan, including but not limited to:
• administering
and maintaining Participant records;
• providing
the services described in the Plan;
• providing
information to future purchasers or merger partners of the Company or any Subsidiary, or the business in which such Participant works;
and
• responding
to public authorities, court orders and legal investigations and complying with law, as applicable.
The
Company or its Subsidiaries may share the Participant’s personal data with (i) Subsidiaries, (ii) trustees of any employee benefit
trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan, (vi) third party service providers acting on the Company’s
or its Subsidiaries’ behalf to provide the services described above, (vii) future purchasers or merger partners (as described above)
or (viii) regulators and others, as required by law or in order to provide the services described in the Plan.
If
necessary, the Company or its Subsidiaries may transfer the Participant’s personal data to any of the parties mentioned above in
a country or territory that may not provide the same protection for the information as the Participant’s home country. Any transfer
of the Participant’s personal data to recipients in a third country will be made subject to appropriate safeguards or applicable
derogations provided for, and to the extent required, under applicable law. Further information on those safeguards or derogations can
be obtained through, and other questions regarding this Section 25 may be directed to, the contact set forth in the applicable employee
privacy notice or other privacy policy that previously has been made available by the Company or its applicable Subsidiary to the Participant
(as applicable, and as updated from time to time by the Company or its applicable Subsidiary upon notice to the Participant, the “Employee
Privacy Notice”). The terms set forth in this Section 25 are supplementary to the terms set forth in the Employee Privacy Notice
(which, among other things, further describes the Company’s and its Subsidiaries’ processing activities, and the rights of
the Participant, with respect to the Participant’s personal data); provided that, in the event of any conflict between the
terms of this Section 25 and the terms of the Employee Privacy Notice, the terms of this Section 25 shall govern and control in relation
to the processing of such personal data in connection with the Plan.
The
Company and its Subsidiaries will keep personal data collected in connection with the Plan for as long as necessary to operate the Plan
or as necessary to comply with any legal or regulatory requirements and in accordance with the Company’s and its Subsidiaries’
backup and archival policies and procedures.
Certain
Participants may have a right, as further described in the Employee Privacy Notice, to (i) request access to and rectification or erasure
of the personal data provided, (ii) request the restriction of the processing of his or her personal data, (iii) object to the processing
of his or her personal data, (iv) receive the personal data provided to the Company or its Subsidiaries and transmit such data to another
party, and (v) to lodge a complaint with a supervisory authority.
EXHIBIT
107
Calculation
of Filing Fee Table
Form
S-8
Registration
Statement Under the Securities Act of 1933
(Form
Type)
Bausch
Health Companies Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1 - Newly Registered Securities
Security
Type |
Security
Class Title(1) |
Fee
Calculation Rule |
Amount
to be Registered(1) |
Proposed
Maximum Offering Price Per Share (2) |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee(3) |
Equity |
Common
Shares, no par value |
Rule
457(c) and Rule 457(h) |
7,500,000 |
$
9.39 |
$
70,387,500 |
0.00011020 |
$
7,756.71 |
Total
Offering Amounts |
|
$
70,387,500 |
|
$
7,756.71 |
Total
Fee Offsets(4) |
|
|
|
$- |
Net
Fee Due |
|
|
|
$
7,756.71 |
| (1) | This
Registration Statement on Form S-8 (this “Registration Statement”) covers Common Shares, no par value (“Common Shares”),
of Bausch Health Companies Inc. (the “Company” or the “Registrant”) issuable pursuant to the Company’s
2014 Omnibus Incentive Plan, as amended and restated effective as of May 16, 2023 (the “Plan”), and any additional Common
Shares that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Estimated
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on
the average of the high and low prices reported for a Common Share on the New York Stock Exchange on August 1, 2023. |
| (3) | Rounded
up to the nearest penny. |
| (4) | The
Registrant does not have any fee offsets. |
Bausch Health Companies (NYSE:BHC)
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Bausch Health Companies (NYSE:BHC)
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