Bausch & Lomb Corp (BLCO): CEO Brent Saunders mutual agreement; interim named

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2026, Bausch + Lomb Corporation (the “Company”)
announced that Brent Saunders, Chief Executive Officer of the Company and a member of the Company’s board of directors (the “Board”),
and the Board have mutually agreed that Mr. Saunders will depart from the Company, effective as of October 12, 2026 (the “Separation
Date”). In connection with his departure, Mr. Saunders will also cease serving on the Board, effective as of the Separation Date.
Mr. Saunders’ departure from the Company and the Board is not due to any dispute or disagreement with the Company, its management
or the Board on any matter relating to the Company’s operations, policies or practices.
Thomas J. Appio, who is currently Chairman of the Board, was appointed
to serve as the interim Chief Executive Officer of the Company, effective as of October 12, 2026.
Mr. Appio also serves as the Chief Executive Officer of Bausch Health
Companies Inc. (“BHC”), the Company’s controlling shareholder. The information required by Items 401(b), (d) and (e)
and Item 404(a) of Regulation S-K with respect to Mr. Appio is included in BHC’s Definitive Proxy Statement related to its 2026
Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 8, 2026, which information is incorporated
herein by reference. Other than the foregoing, there are no arrangements or understandings between Mr. Appio and any other person pursuant
to which he was appointed as the interim Chief Executive Officer of the Company, and there are no family relationships between Mr. Appio
and any director or executive officer of the Company.
In connection with Mr.
Saunders’ departure, the Company entered into a separation agreement with Mr. Saunders dated as of October 11, 2026 (the “Separation
Agreement”), pursuant to which Mr. Saunders will receive (i) a lump-sum cash payment of $75.5 million in the aggregate, payable
in accordance with the Separation Agreement, and (ii) reimbursement of his attorneys’ fees in connection with the negotiation
of the Separation Agreement up to $50,000 (collectively, the “Separation Consideration”). Mr. Saunders will be eligible for
continued participation in the Company’s group health plans for two years following the Separation Date in accordance with his
existing employment agreement with the Company, dated as of February 14, 2023 (as amended, the “Employment Agreement”). Payment
of the Separation Consideration is contingent on Mr. Saunders executing and not revoking a waiver and general release of claims in accordance
with applicable laws. Mr. Saunders will not be entitled to receive any further compensation or severance in connection with his departure
(including any severance payments or benefits under his Employment Agreement).
Pursuant to the Separation Agreement, all of Mr. Saunders’ outstanding
equity and equity-based incentive awards, whether vested or unvested, under the Company’s 2022 Omnibus Incentive Plan (including
stock options, restricted share units, matching restricted share units, performance share units, leveraged performance share units and
New Hire Grants (as defined in the Employment Agreement)) were forfeited and cancelled effective upon entering into the Separation Agreement.
During the 90 days following the Separation Date, Mr. Saunders will
provide reasonable transition assistance to the Company to ensure an orderly transition, without additional compensation other than reimbursement
of reasonable out-of-pocket expenses.
Following the Separation Date, Mr. Saunders will remain subject to
all of his existing restrictive covenant obligations to the Company under the Employment Agreement (including his confidentiality, non-competition,
non-solicitation, non-disparagement and cooperation obligations).
The foregoing is a summary description of the terms of the Separation
Agreement and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto.