October 9, 2000
Mr. Carl E. Sassano
42 Sunrise Park
Pittsford, NY 14534
Dear Carl:
The purpose of this letter is to summarize the terms and
conditions of your separation of employment from Bausch & Lomb
Incorporated ("Bausch & Lomb" or "the Company") and your
resignation as an officer of the Company.
1. You will be considered a full time active employee through
October 31, 2000, at which point your position will have been
eliminated and you will have resigned as an officer of the
Company. We are confirming that between the date of notice of
your separation (August 23, 2000) and October 31, 2000, we
advised you it would not be necessary for you to report to work.
However, during the remainder of this period, you will be
required to make yourself available on an as-needed basis to
assist in transitioning your duties, as directed by the Chairman
and Chief Executive Officer. Starting November 1, 2000, we have
agreed that you will take a three (3) month leave of absence
without pay, which leave of absence will end on January 31, 2001.
At that point, you will have accrued your five weeks of 2001 paid
vacation, which you will take beginning February 1, 2001 and
ending on March 7, 2001 ("Separation Date"). Beginning the day
after the Separation Date, your status will be changed to that of
an inactive employee, subject to the terms and conditions hereof,
and Bausch & Lomb will pay you an amount equal to your current
monthly base salary each month for twenty-four (24) consecutive
months (the "Severance Period"). As you are aware, this amount
is twice that provided for in the Officer Separation Plan.
During this period, you will continue to receive those current
benefits and perquisites detailed below. Additionally, although
you will receive a lump sum payment for your unused 2000 vacation
time, if any, you will not accrue or be paid for vacation time
during the Severance Period.
2. Officer perquisites will continue as follows:
A. Company Car. You may purchase your company car by May 1,
2001 for a reasonable depreciated value determined by Bausch &
Lomb. If not purchased, the car must be returned to Bausch &
Lomb by May 1, 2001.
B. Financial Counseling. Bausch & Lomb will continue to
reimburse you for reasonable financial planning expenses through
October 31, 2002 in an amount up to two (2) percent of your base
salary, which may include legal services sought in connection
with the negotiation and finalization of this letter.
C. Other. Bausch & Lomb will continue to reimburse or pay
existing regular dues associated with a country, social, luncheon
or airline club through October 31, 2002.
3. During the unpaid leave of absence, you will not be
considered an active employee. However, you will continue to
receive your current medical, dental and life insurance benefits
at active employee rates and the premiums will be deducted from
your first paycheck after the leave of absence ends. While using
your vacation time in 2001, you will continue to receive medical,
dental and life insurance coverage at the then-current active
employee rates, which amounts shall continue to be deducted from
your paychecks. In addition, during the Severance Period, you
may elect to continue your medical, dental and life insurance at
the then-current active employee rates. At the end of the
Severance Period, you will be eligible for COBRA coverage that
allows you to continue your current medical and dental insurance
at the full premium rates for up to an additional 18 months. At
the end of the Severance Period, you will qualify to receive
medical coverage, but not retiree dental or life insurance, under
the Company's retiree medical insurance plan once you reach the
age of 55. This coverage will not be available to you if other
coverage is available to you under another employer's plan or
through a spouse's plan when you turn 55. You will need to
contact Corporate Benefits to apply for this coverage.
4. There is no COBRA eligibility for life insurance. However,
within 31 days following the end of your Severance Period, you
may elect (without providing evidence of insurability) an Aetna
conversion policy to replace some or all of your coverage.
5. Disability coverage ceases on October 31, 2000. There are
limited conversion rights for long term disability. Upon your
request, HR will provide you with more information.
6. You are fully vested in the Bausch & Lomb Retirement Plan
and the Supplemental Executive Retirement Plan III.
Participation in the plans continues during the Severance Period
and you retain through this Period the full rights and privileges
under the plans you would have as an active employee (e.g., your
participation continues, and benefit accruals continue). Within
three (3) months of the end of your active plan participation,
you will receive details on pension options from our Corporate
Benefits Department.
7. Participation in the Bausch & Lomb 401(k) plan continues
during the Severance Period and you retain through this period
the full rights and privileges under the plan you would have as
an active employee (e.g. as applicable, you may continue
contributing, associated Company matching contributions continue
to be deposited on your behalf, etc.). At the end of your active
plan participation, you may leave your money in the Bausch & Lomb
401(k) Plan or elect a distribution. Contact InfoExpress at 1-
800-479-0557 for account information or to make any future
transactions.
8. You may have elected to receive distribution from the Bausch
& Lomb Deferred Compensation Plan under the terms of that Plan.
The investment mix can be changed at any time prior to payout by
completing the attached form and returning it to Corporate
Compensation. You will continue to receive quarterly statements.
Please advise Corporate Compensation (Cheryl Cody) of any address
changes.
9. As a participant in the Stock Option Plan, you have ninety
(90) days from the end of the Severance Period to exercise vested
stock options granted on or after January 27, 1997. For vested
stock options granted prior to January 27, 1997, you have ninety
(90) days from the Separation Date in which to exercise these
options. If, prior to the expiration of the ninety (90) day post
Separation Date exercise period available to you to exercise your
pre-January 1997 vested stock options, the Company extends the
exercise period for vested stock options granted prior to January
27, 1997 for any or all employees participating in the Stock
Option Plan, the Company will provide the benefit of the same
extension to you. As of October 31, 2000, you will not be
eligible for any future vesting in stock options or restricted
stock, nor will you be eligible for company loans in connection
with the exercise of vested or restricted options. Any
outstanding stock option loans must be repaid within ninety (90)
days of the end of the Severance Period. A listing of your
options is attached.
10. You will be eligible for an EVA bonus, prorated and
attributable to the months of service performed through October
31, 2000, payable in early 2001, as soon as practicable after EVA
bonuses are approved by the Committee on Management of the Board
of Directors, based on the actual performance of Bausch & Lomb.
Pursuant to the terms of the EVA Plan, you will also receive any
remaining amounts contained in the bank from prior years. You
will not vest in Cycle I or in any additional Cycles under the
Cumulative EVA Long Term Incentive Plan.
11. Bausch & Lomb will assist you in your search for new
employment by providing you with outplacement services in
accordance with the Officer Separation Plan. You will be provided
the names of two approved service providers from which you may
choose the one you prefer. In the alternative, you may propose
your own outplacement service provider, which will be subject to
Bausch & Lomb's reasonable approval. Payment for outplacement
services will be made directly by Bausch & Lomb.
12. Bausch & Lomb will provide you with a reference letter in
the form attached to this letter.
13. In consideration of the benefits to be provided to you and
as part of your fiduciary obligations to Bausch & Lomb, you agree
that for a period of two (2) years from the Separation Date, you
will not, directly or indirectly, (a) compete with any business
in which Bausch & Lomb or any of its affiliates is currently
engaged or actively developing, including working or consulting
with Visualplex, (b) solicit any person who is a customer of a
business conducted by Bausch & Lomb to be a customer of a similar
business other than a business conducted by Bausch & Lomb or any
of its affiliates, or (c) induce or attempt to persuade any
employee of Bausch & Lomb or any of its affiliates to terminate
his or her employment relationship with Bausch & Lomb or any of
its affiliates. For purposes of this Agreement, the phrase
"compete" shall include serving as an employee, an officer, a
director, an owner, a partner or a five percent (5%) or more
shareholder of any such business or otherwise engaging in or
assisting another to engage in any such business. Without
limiting the foregoing, Bausch & Lomb may consider, on an as
requested basis, modifications to your restrictions on
competition where management of Bausch & Lomb believes the
competitive impact on Bausch & Lomb to be minimal or otherwise
manageable. Notwithstanding the above, you shall be permitted
to:
A. Engage in a retail business, provided such
business is not owned or operated by or on behalf of a
company which you would be prevented from working for
or affiliating with under the preceding non-competition
clause ("Competitor");
B. Provide consulting services to Bausch & Lomb
customers regarding the customers' business, including,
but not limited to, purchase/sales of businesses,
strategic planning, expansion strategies, and the like,
so long as such services are not being sought by or
ultimately provided on behalf of a Competitor of Bausch
& Lomb;
C. Engage in development and/or marketing of
practice management services and software in the
ophthalmic industry, so long as such services are not
being sought by or ultimately provided on behalf of a
Competitor of Bausch & Lomb;
E. Offering employment to Lisa Dean.
14. You understand that you should consult with your attorney
prior to the execution of this Agreement, and have been given a
reasonable opportunity to do so. You acknowledge that you
understand the contents of this Agreement, and this Agreement is
entered into freely and voluntarily, and that it is not
predicated on or influenced by any representations of Bausch &
Lomb or any of its employees.
15. By accepting the package set forth in this Agreement, and
except as to the obligations of Bausch & Lomb set forth in this
Agreement, you, for yourself and your heirs, administrators,
representatives, and assigns (collectively, the "Releasors")
hereby release and discharge Bausch & Lomb, and its affiliates,
agents and employees and their successors and assigns
(collectively, the "Releasees"), from any and all claims, causes
of action, liability, damages and/or losses of whatever kind or
nature, in law or equity, known or unknown, which the Releasors
ever had, now have, or may have in the future against the
Releasees from the beginning of time through the date of this
Agreement, arising directly or indirectly out of your employment
by Bausch & Lomb or as a result of your separation from
employment, including, but not limited to, any and all claims
arising under any state or federal employment discrimination law,
including but not limited to the Age Discrimination in Employment
Act, the Older Workers' Benefits Protection Act, Title VII of the
Civil Rights Act of 1964 and the Americans with Disabilities Act.
16. You acknowledge that you have been afforded twenty-one (21)
days to review and consider this Agreement, and that such period
was a reasonable period of time for you to do so.
17. You understand that you may revoke this Agreement at any
time within seven (7) days of the execution hereof, and that the
Agreement will not become effective or enforceable until the
expiration of that period.
18. The compensation and benefits arrangements set forth in this
Agreement supersede any other agreement between you and Bausch &
Lomb, and are in lieu of any rights or claims that you may have
with respect to severance or other benefits, or any other form of
remuneration from Bausch & Lomb and its affiliates, other than
benefits under any tax-qualified employee pension benefit plans
subject to the Employee Retirement Income Security Act of 1974,
as amended.
19. Except as required by law or regulation, neither you nor
Bausch & Lomb will disclose or discuss the terms of this
Agreement; provided, that you may disclose such terms to your
financial and legal advisors and your spouse and Bausch & Lomb
may disclose such terms to selected employees, advisors and
affiliates on a "need to know" basis, each of whom shall be
instructed by you and Bausch & Lomb, as the case may be, to
maintain the terms of this Agreement in strict confidence in
accordance with the terms hereof. Bausch & Lomb may also
disclose the terms of this Agreement as required by applicable
law or regulations.
20. As a result of your employment with Bausch & Lomb and as a
result of your position as an officer of Bausch & Lomb, you were
obviously privy to sensitive financial and strategic information,
as well as trade secrets which are the confidential property of
Bausch & Lomb, and Company Information (as defined below). You
affirm that, as a former officer of Bausch & Lomb, you have a
fiduciary obligation to maintain Company Information in
confidence and not to disclose it to others. You have returned
or will immediately return to Bausch & Lomb all Company
Information that is capable of being returned, including client
lists, files, software, records, computer access codes and
instruction manuals which you have in your possession, and agree
not to keep any copies of Company Information. The term "Company
Information" means: (i) confidential information, including
information received from third parties under confidential
conditions, and (ii) other technical, marketing, business or
financial information, or information relating to personnel or
former personnel of Bausch & Lomb, the use or disclosure of which
might reasonably be construed to be contrary to the interest of
Bausch & Lomb; provided, however, that the term "Company
Information" shall not include any information that is or became
generally known or available to the public other than as a direct
result of a breach of this Section by you or any action by you
prior to the Separation Date which would have been a breach of
your obligations to Bausch & Lomb in effect at such time.
21. By this Agreement, you are resigning from all positions and
offices held by you within Bausch & Lomb and its affiliates. You
agree that you will, when asked, execute such further instruments
and documents as are necessary to effect this resignation as to
all such Bausch & Lomb affiliates.
22. You agree to make yourself reasonably available to Bausch &
Lomb to respond to requests by Bausch & Lomb for information
concerning matters involving facts or events relating to Bausch &
Lomb or any of its affiliates that may be within your knowledge,
and to assist Bausch & Lomb and its affiliates as reasonably
requested with respect to pending and future litigations,
arbitrations, other dispute resolutions or other similar matters.
Bausch & Lomb will reimburse you for your reasonable travel
expenses and costs incurred as a result of your assistance under
this Section. As you know, the bylaws of Bausch & Lomb provide
for your indemnification, to the fullest extent authorized or
permitted by law, in the event there are claims against you
arising out of your actions while an officer of Bausch & Lomb.
The bylaws also provide for the advancement of expenses incurred
in defending any proceeding in advance of its final disposition.
This agreement is not intended to modify or limit those rights in
any manner.
23. You represent and acknowledge that, in executing this
Agreement, you have not relied upon any representation or
statement made by Bausch & Lomb or not set forth herein. This
Agreement may not be amended, modified, terminated, or waived in
any part, except by a written instrument signed by the parties.
24. All payments made to you under this Agreement will be
reduced by, or you will otherwise pay, all income, employment and
Medicare taxes required to be withheld on such payments.
25. The parties agree not to challenge nor raise any defense
against the enforceability of this Agreement or any of its
provisions in the future. The invalidity or unenforceability of
any provision of this Agreement will not affect the validity or
enforceability of any other provision of this Agreement.
26. Nothing contained in this Agreement shall be construed in
any way as an admission by you or Bausch & Lomb of any act,
practice or policy of discrimination or breach of contract either
in violation of applicable law or otherwise.
27. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard
to the principles of conflicts of law thereof, to the extent not
superseded by applicable federal law. The parties hereto hereby
agree that any dispute concerning formation, meaning,
applicability of interpretation of this agreement shall be
submitted to the jurisdiction of the courts of the State of New
York (including federal courts in the State of New York), and no
other state shall have jurisdiction over such matters, and
further agree to waive all rights to a jury trial with respect to
any such matters.
28. You acknowledge and agree that Bausch & Lomb's remedy at law
for any breach of your obligations under Sections 13, 19 and 20
of this Agreement would be inadequate and agree and consent that
temporary and permanent injunctive relief may be granted in any
proceeding that may be brought to enforce any provision of this
Section without the necessity of proof of actual damage. With
respect to any provision of Sections 13, 19 and 20 of this
Agreement finally determined by a court of competent jurisdiction
to be unenforceable, you and Bausch & Lomb hereby agree that such
court shall have jurisdiction to reform this Agreement or any
provision hereof so that it is enforceable to the maximum extent
permitted by law, and you and Bausch & Lomb agree to abide by
such court's determination.
If the terms and conditions are agreeable to you, please indicate
your acceptance of the above in the space provided below and
return the enclosed copy to me.
Sincerely,
/s/ William M. Carpenter
William M. Carpenter
Agreed to this 16 day of October, 2000.
/s/ Carl E. Sassano
Carl E. Sassano
