Sample Business Contracts


Employment Agreement - ICN Pharmaceuticals Inc. and Johnson Yiu-Nam Liu

Employment Forms

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                              EMPLOYMENT AGREEMENT


            THIS AGREEMENT entered into as of the 24th day of February, 2000, by
and between ICN Pharmaceuticals, Inc. (the "Company") and Johnson Yiu-Nam Lau,
an individual (the "Executive") (hereinafter collectively referred to as "the
parties").

            WHEREAS, the Executive has heretofore been employed by the Company
as its Senior Vice President - Research and Development of the Company and is
experienced in all phases of the business of the Company, and the Company
desires to retain the services of the Executive on the terms set forth herein;

            WHEREAS, the Board of Directors of the Company (the "Board")
recognizes that the threat of an unsolicited takeover of the Company may occur
which can result in significant distractions of its management personnel because
of the uncertainties inherent in such a situation;

            WHEREAS, the Board of the Company has determined that it is
essential and in the best interest of the Company and its stockholders to retain
the services of its key management personnel in the event of a threat of a
change in control of the Company and to ensure their continued dedication and
efforts in such event without undue concern for their personal financial and
employment security; and

            WHEREAS, in order to induce the Executive to remain in the employ of
the Company, particularly in the event of a threat of a change in control of the
Company, the Company desires by this writing to set forth the continued
employment relationship of the Executive with the Company.

            NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:

        1. Term. The initial term of employment under this Agreement shall be
for the period commencing on the date hereof, and ending February 24, 2001;
provided, however, that the term of this Agreement shall be automatically
extended for one (1) year on February 24, 2000, and on each February 24th
thereafter unless either the Company or the Executive shall have given written
notice to the other at least ninety (90) days prior thereto that the term of
this Agreement shall not be so extended; and provided, further, that
notwithstanding any such notice by the Company not to extend, the term of this
Agreement shall not expire prior to the expiration of the third anniversary of a
Change in Control (as hereinafter defined). Notwithstanding the foregoing, in no
event shall the term of this Agreement extend beyond the first day of the month
following the month in which the Executive attains age 65.


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        2. Employment.

                   (a) The Executive shall be employed as the Senior Vice
            President - Treasurer of the Company or such other senior executive
            capacity as may be mutually agreed to in writing by the parties. The
            Executive shall perform the duties, undertake the responsibilities
            and exercise the authority customarily performed, undertaken and
            exercised by persons situated in a similar executive capacity. He
            shall also promote, by entertainment or otherwise, the business of
            the Company.

                   (b) Excluding periods of vacation and sick leave to which the
            Executive is entitled, the Executive agrees to devote reasonable
            attention and time during usual business hours to the business and
            affairs of the Company to the extent necessary to discharge the
            responsibilities assigned to the Executive hereunder. The Executive
            may (i) serve on corporate, civil or charitable boards of
            committees, (ii) manage personal investments and (iii) deliver
            lectures and teach at education institutions, so long as such
            activities do not significantly interfere with the performance of
            the Executive's responsibilities hereunder.

        3. Base Salary. The Company agrees to pay or cause to be paid to the
Executive during the term of this Agreement a base salary at the rate of
$245,000 per annum or such larger amount as the Board may from time to time
determine (hereinafter referred to as the "Base Salary"). Such Base Salary shall
be payable in accordance with the Company's customary practices applicable to
its executives. Such rate of salary, or increased rate of salary, if any, as the
case may be, shall be reviewed at least annually by the respective Board and may
be further increased (but not decreased) in such amounts as the respective Board
in its discretion may decide.

        4. Employee Benefits. The Executive shall be entitled to participate in
all employee benefit plans, practices and programs maintained by the Company and
made available to employees generally including, without limitation all pension,
retirement, profit sharing, savings, medical, hospitalization, disability,
dental, life or travel accident insurance benefit plans. The Executive's
participation in such plans, practices and programs shall be on the same basis
and terms as are applicable to employees of the Company generally.

        5. Executive Benefits. The Executive shall be entitled to participate in
all executive benefit or incentive compensation plans now maintained or
hereafter established by the Company for the purpose of providing compensation
and/or benefits to executives of the Company including, but not limited to, the
Company's 401(k) and Deferred Compensation Plans and any supplement retirement,
salary continuation, stock option, deferred compensation, supplemental medical
or life insurance or other bonus or incentive compensation plans. Unless
otherwise provided herein, the Executive's participation in such plans shall be
on the same basis and terms as other similarly situated executives of the
Company, but in no event on a basis less favorable in terms of benefit levels or
reward opportunities applicable to the Executive as in effect on the date
hereof. No additional compensation provided under any of such plans shall be
deemed to modify or otherwise affect the terms of this Agreement or any of the
Executive's entitlements hereunder.


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        6. Other Benefits.

                   (a) Fringe Benefits and Perquisites. The Executive shall be
            entitled to all fringe benefits and perquisites (e.g. Company cars,
            club dues, physical examinations, financial planning and tax
            preparation services) generally made available by the Company to its
            executives.

                   (b) Expenses. The Executive shall be entitled to receive
            prompt reimbursement of all expenses reasonably incurred by him in
            connection with the performance of his duties hereunder or for
            promoting, pursuing or otherwise furthering the business or
            interests of the Company.

                   (c) Office and Facilities. The Executive shall be provided
            with an appropriate office in Costa Mesa, California, or such other
            place as may be mutually agreed and with such secretarial and other
            support facilities as are commensurate with the Executive's status
            with the Company and adequate for the performance of his duties
            hereunder.

        7. Vacation and Sick Leave. At such reasonable times as the Board shall
in its discretion permit, the Executive shall be entitled, without loss of pay,
to absent himself voluntarily from the performance of his employment under this
Agreement, provided that:

                   (a) The Executive shall be entitled to annual vacation in
            accordance with the policies as periodically established by the
            Board for similarly situated executives of the Company, which shall
            in no event be less than four weeks per year.

                   (b) In addition to the aforesaid paid vacations, the
            Executive shall be entitled, without loss of pay, to absent himself
            voluntarily from the performance of his employment for such
            additional periods of time and for such valid and legitimate reasons
            as the Board in its discretion may determine. Further, the Board
            shall be entitled to grant to the Executive a leave or leaves of
            absence with or without pay at such time or times and upon such
            terms and conditions as the Board in its discretion may determine.

                   (c) The Executive shall be entitled to sick leave (without
            loss of pay) in accordance with the Company's policies as in effect
            from time to time.

        8. Termination. The executive's employment hereunder may be terminated
under the following circumstances.

                   (a) Disability. The Company may terminate the Executive's
            employment after having established the Executive's Disability. For
            purposes of this Agreement, "Disability" means a physical or mental
            infirmity which impairs the Executive's ability to substantially
            perform his duties under this Agreement

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            which continues for a period of at least one hundred eighty (180)
            consecutive days. The Executive shall be entitled to the
            compensation and benefits provided for under this Agreement for any
            period during the term of this Agreement and prior to the
            establishment of the Executive's Disability during which the
            Executive is unable to work due to a physical or mental infirmity.
            Notwithstanding anything contained in this Agreement to the
            contrary, until the Termination Date specified in a Notice of
            Termination (as each term is hereinafter defined) relating to the
            Executive's Disability, the Executive shall be entitled to return to
            his position with the Company or the Subsidiary as set forth in this
            Agreement in which event no Disability of the Executive will be
            deemed to have occurred.

                   (b) Cause. The Company or the Subsidiary may terminate the
            Executive's employment for "Cause". A termination for Cause is a
            termination evidenced by a resolution adopted in good faith by
            two-thirds (2/3) of the Board that the Executive (i) willfully and
            continually failed to substantially perform his duties with the
            Company (other than a failure resulting from the Executive's
            incapacity due to physical or mental illness) which failure
            continued for a period of at least thirty (30) days after a written
            notice of demand for substantial performance has been delivered to
            the Executive specifying the manner in which the Executive has
            failed to substantially perform, or (ii) willfully engaged in
            conduct which is demonstrably and materially injurious to the
            Company, monetarily or otherwise; provided, however that no
            termination of the Executive's employment shall be for Cause as set
            forth in clause (ii) above until (x) there shall have been delivered
            to the Executive a copy of a written notice setting forth that the
            Executive was guilty of the conduct set forth in clause (ii) and
            specifying the particulars thereof in detail, and (y) the Executive
            shall have been provided an opportunity to be heard by the Board
            (with the assistance of the Executive's counsel if the Executive so
            desires). No act, nor failure to act, on the Executive's part, shall
            be considered "willful" unless he has acted or failed to act, with
            an absence of good faith and without a reasonable belief that his
            action or failure to act was in the best interest of the Company.
            Notwithstanding anything contained in this Agreement to the
            contrary, no failure to perform by the Executive after Notice of
            Termination is given by the Executive shall constitute cause for
            purposes of this Agreement.

                   (c) (1) Good Reason. The Executive may terminate his
            employment for "Good Reason". For purposes of this Agreement, Good
            Reason shall mean the occurrence after a Change in Control (as
            hereinafter defined in this Section 8(e)) of any of the Events or
            conditions described in Subsections (i) through (viii) hereof:

                   (i) a change in the Executive's status, title, position or
               responsibilities (including reporting responsibilities) which, in
               the Executive's reasonable judgment, does not represent a
               promotion from his status, title, position or responsibilities as
               in effect


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               immediately prior thereto; the assignment to the Executive of any
               duties or responsibilities which, in the Executive's reasonable
               judgment, are inconsistent with such status, title, position or
               responsibilities; or any removal of the Executive from or failure
               to reappoint or reelect him to any of such positions, except in
               connection with the termination of his employment for Disability,
               Cause, as a result of his death or by the Executive other than
               for Good Reason;

                   (ii) a reduction in the Executive's Base Salary or a failure
               by the Company or the Subsidiary to increase the Executive's Base
               Salary within any twelve (12) month period by the average
               percentage increase during such period of the base salaries of,
               similarly situated executives.

                   (iii) the Company's or the Subsidiary requiring the Executive
               to be based at any place outside a 30-mile radius from Costa
               Mesa, California, except for reasonably required travel on the
               Company's business which is not materially greater than such
               travel requirements prior to the Change in Control;

                   (iv) the failure by the Company to (A) continue in effect any
               material compensation or benefit plan in which the Executive was
               participating at the time of the Change in Control, including,
               but not limited to, the Company's Deferred Compensation Plan,
               401(k) Plan, or (B) provide the Executive with compensation and
               benefits at least equal (in terms of benefit levels and/or reward
               opportunities) to those provided for under each employee benefit
               plan, program and practice as in effect immediately prior to the
               Change in Control (or as in effect following the Change in
               Control, if greater).

                   (v) the insolvency or the filing (by any party, including the
               Company) of a petition for bankruptcy of the Company;

                   (vi) any material breach by the Company of any provision of
               this Agreement;

                   (vii) any purported termination of the Executive's employment
               for Cause by the Company which does not comply with the terms of
               Section 8 of this Agreement; and

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                   (viii) the failure of the Company to obtain an agreement,
               satisfactory to the Executive, from any successor or assign of
               the Company to assume and agree to perform this Agreement, as
               contemplated in Section 11 hereof.

               (2) Any event or condition described in this Section 8(c)(i)
        through (viii) which occurs prior to a Change in Control but which (i)
        was at the request of a third party who has taken steps reasonably
        calculated to effect a Change in Control, or (ii) otherwise arose in
        connection with a Change in Control, shall constitute Good Reason for
        purposes of this Agreement notwithstanding that it occurred prior to a
        Change in Control.

               (3) The Executive's right to terminate his employment pursuant to
        this Section 8(c) shall not be affected by his incapacity due to
        physical or mental illness.

        (d) Voluntary Termination. The Executive may voluntarily terminate his
employment hereunder at any time. If the Executive voluntarily terminates his
employment for any reason or without reason during the 60-day period which
commences on the date which is six (6) months following the date of a Change in
Control, it shall be referred to as a "Limited Period Termination."

        (e) For purposes of this Agreement, a "Change in Control" shall mean any
of the following events:

                   (1) The acquisition (other than from the Company or the
            Subsidiary) by any person (as such term is defined in Section 13(c)
            or 14(d) of the Securities Exchange Act of 1934, as amended (the
            "1934 Act")) of beneficial ownership (within the meaning of Rule
            13d-3 promulgated under the 1934 Act) of twenty percent (20%) or
            more of the combined voting power of the Company's then outstanding
            voting securities; or

                   (2) The individuals who, as of the date hereof, are members
            of the Board of the Company (the "Incumbent Board"), cease for any
            reason to constitute at least two-thirds (2/3) of the Board, unless
            the election, or nomination for election by the Company's
            stockholders, of any new director was approved by a vote of at least
            two-thirds (2/3) of the Incumbent Board, and such new director
            shall, for purposes of this Agreement, be considered as a member of
            the Incumbent Board; or

                   (3) Approval by stockholders of the Company of (i) a merger
            or consolidation involving the Company if the stockholders of the
            Company, immediately before such merger or consolidation, do not, as
            a result of such merger or consolidation, own, directly or
            indirectly, more than eighty percent (80%) of the combined voting
            power of the then outstanding voting securities of

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            the corporation resulting from such merger or consolidation in
            substantially the same proportion as their ownership of the combined
            voting power of the voting securities of the Company outstanding
            immediately before such merger or consolidation or (ii) a complete
            liquidation or dissolution of the Company or an agreement for the
            sale or other disposition of all or substantially all of the assets
            of the Company.

            Notwithstanding the foregoing, a Change in Control shall not be
            deemed to occur pursuant to Section 8(e)(1), solely because twenty
            percent (20%) 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 stockholders of the Company in
            the same proportion as their ownership of stock in the Company
            immediately prior to such acquisition.

               (f) Notice of Termination. Any purported termination by the
        Company or by the Executive shall be communicated by written Notice of
        Termination to the other. For purposes of this Agreement, a "Notice of
        Termination" shall mean a notice which indicates the specific
        termination provision in this Agreement relied upon and shall set forth
        in reasonable detail the facts and circumstances claimed to provide a
        basis for termination of the Executive's employment under the provision
        so indicated. For purposes of this Agreement, no such purported
        termination of employment shall be effective without such Notice of
        Termination.

               (g) Termination Date, Etc. "Termination Date" shall mean in the
        case of the Executive's death, his date of death, or in all other cases,
        the date specified in the Notice of Termination subject to the
        following:

                   (1) If the Executive's employment is terminated by the
            Company for Cause or due to Disability, the date specified in the
            Notice of Termination shall be at least thirty (30) days from the
            date the Notice of Termination is given to the Executive, provided
            that in the case of Disability the Executive shall not have returned
            to the full-time performance of his duties during such period of at
            least thirty (30) days; and

                   (2) If the Executive's employment is terminated for Good
            Reason or is a Limited Period Termination, the date specified in the
            Notice of Termination shall not be more than sixty (60) days from
            the date the Notice of Termination is given to the Company.

        9. Compensation Upon Termination. Upon termination of the Executive's
employment during the term of this Agreement (including any extensions thereof),
the Executive shall be entitled to the following benefits:

               (a) If the Executive's employment is terminated by the Company
        for Cause or Disability or by the Executive (other than for Good Reason
        or a Limited Period

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        Termination), or by reason of the Executive's death, the Company shall
        pay the Executive all amounts earned or accrued hereunder through the
        Termination Date but not paid as of the Termination Date, including (i)
        Base Salary, (ii) reimbursement for any and all monies advanced or
        expenses incurred in connection with the Executive's employment for
        reasonable and necessary expenses incurred by the Executive on behalf of
        the Company for the period ending on the Termination Date, (iii)
        vacation pay, (iv) any bonuses or incentive compensation and (v) any
        previous compensation which the Executive has previously deferred
        (including any interest earned or credited thereon) (collectively,
        "Accrued Compensation"). In addition to the foregoing, if the
        Executive's employment is terminated by the Company for Disability or by
        reason of the Executive's death, the Company shall pay to the Executive
        or his beneficiaries an amount equal to the bonus or incentive award
        that the Executive would have been entitled to receive in respect of the
        fiscal year in which the Executive's Termination Date occurs had he
        continued in employment until the end of such fiscal year, calculated as
        if all performance targets and goals (if applicable) had been fully met
        by the Company and by the Executive, as applicable, for such year,
        multiplied by a fraction the numerator of which is the number of days in
        such fiscal year through the Termination Date and the denominator of
        which is 365 (a "Pro Rata Bonus"). Executive's entitlement to any other
        compensation or benefits shall be determined in accordance with the
        Company's employee benefit plans and other applicable programs and
        practices then in effect.

               (b) If the Executive's employment by the Company shall be
        terminated (1) by the Company other than for Cause, death or Disability,
        (2) by the Executive for Good Reason, or (3) by the Executive as a
        Limited Period Termination, then the Executive shall be entitled to the
        benefits provided below:

                   (i) the Company shall pay the Executive all Accrued
               Compensation and a Pro Rata Bonus;

                   (ii) The Company shall pay he Executive as severance pay and
               in lieu of any further salary for periods subsequent to the
               Termination Date, in a single payment an amount in cash equal to
               three (3) times the sum of (A) the Executive's Base Salary at the
               highest rate in effect at any time within the ninety (90) day
               period ending on the date the Notice of Termination is given (or
               if the Executive's employment is terminated after a Change in
               Control, the Executive's Base Salary immediately prior to the
               Change in Control, if greater) and (B) the "Bonus Amount" (as
               defined below). Notwithstanding the foregoing, the amount to be
               paid under this Subsection (ii) shall be multiplied by a fraction
               (which in no event shall be greater than one (1) the denominator
               of which shall be the number of months (for this purpose any
               partial month shall be considered as a whole month) remaining
               until the Executive's 65th birthday and the denominator of which
               shall be thirty-six (36). The term "Bonus Amount" shall mean (x)
               the greatest amount of any cash bonus or incentive compensation

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               received by the Executive during the three fiscal years
               immediately preceding the Termination Date or (y) if no such
               bonus was received by the Executive during any of such three
               years, then an amount equal to the Executive's maximum bonus
               which could be awarded for the fiscal year in which the
               Termination Date occurs had he continued in employment until the
               end of such fiscal year, assuming all performance targets and
               goals (if applicable) had been fully met by the Company and by
               the Executive, as applicable, for such year;

                             (iii) for a number of months equal to the lesser of
               (A) thirty-six (36) or (B) the number of months remaining until
               the Executive's 65th birthday, the Company shall at its expense
               continue on behalf of the Executive and his dependents and
               beneficiaries the life insurance, disability, medical, dental and
               hospitalization benefits which were being provided to the
               Executive at the time Notice of Termination is given (or, if the
               Executive is terminated following a Change in Control, the
               benefits provided to the Executive at the time of the Change in
               Control, if greater). the benefits provided in this Section
               9(b)(iii) shall be no less favorable to the Executive, in terms
               of amounts and deductibles and costs to him, than the coverage
               provided the Executive under the plans providing such benefits at
               the time Notice of Termination is given (or, if the Executive is
               terminated following a Change in Control, at the time of the
               Change in Control if more favorable to the Executive). The
               Company's obligation hereunder with respect to the foregoing
               benefits shall be limited to the extent that the Executive
               obtains any such benefits pursuant to a subsequent employer's
               benefit plans, in which case the Company may reduce the coverage
               of any benefits it is required to provide the Executive hereunder
               as long as the aggregate coverage of the combined benefit plans
               is no less favorable to the Executive, in terms of amounts and
               deductibles and costs to him, than the coverage required to be
               provided hereunder. This Subsection (iii) shall not be
               interpreted so as to limit any benefits to which the Executive or
               his dependents may be entitled under any of the Company's
               employee benefit plans, programs or practices following the
               Executive's termination of employment, including without
               limitation, retiree medical and life insurance benefits;

                             (iv) the Company shall pay in a single payment an
               amount in cash equal to the excess of (A) the actuarial
               equivalent of the aggregate retirement benefit the Executive
               would have been entitled to receive under the Company's
               supplemental and excess retirement plans had (x) the Executive
               remained

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               employed by the Company for an additional three (3) complete
               years of credited service (or until his 65th birthday, (if
               earlier)), (y) his annual compensation during such period been
               equal to his Base Salary (at the rate used for purposes of
               Section 9(b)(ii)) and the Bonus Amount, and (z) he been fully
               (100%) vested in his benefit under each such retirement plan,
               over (B) the actuarial equivalent of the aggregate retirement
               benefit the Executive is actually entitled to receive under such
               retirement plans. For purposes of this Subsection (iv),
               "actuarial equivalent" shall be determined in accordance with the
               actuarial assumptions used for the calculation of benefits under
               any Retirement Plan as applied prior to the Termination Date in
               accordance with such plan's past practices (but shall in any
               event take into account; the value of any subsidized early
               retirement benefit); and

                             (v) all restrictions on any outstanding awards
               granted by the Company or any other subsidiaries of the Company
               (including restricted stock awards) granted to the Executive
               shall lapse and such awards shall become fully (100%) vested
               immediately, and all stock options and stock appreciation rights
               granted to the Executive shall become fully (100%) vested and
               shall become immediately exercisable.

               (c) The amounts provided for in Sections 9(a) and 9(b)(i), (ii)
        and (iv) shall be paid within five (5) days after the Executive's
        Termination Date.

               (d) The Executive shall not be required to mitigate the amount of
        any payment provided for in this Agreement by seeking other employment
        or otherwise and no such payment shall be offset or reduced by the
        amount of any compensation or benefits provided to the Executive in any
        subsequent employment.

        10. Unauthorized Disclosure. The Executive shall not make any
Unauthorized Disclosure. For purposes of this Agreement, "Unauthorized
Disclosure" shall mean disclosure by the Executive without the consent of the
Board to any person, other than an employee of the Company or a person to whom
disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of the Company or as
may be legally required, of any confidential information obtained by the
Executive while in the employ of the Company (including, but not limited to, any
confidential information with respect to any of the Company's customers or
methods of distribution) the disclosure of which he knows or has reason to
believe will be materially injurious to the Company; provided, however, that
such term shall not include the use or disclosure by the Executive, without
consent, of any information known generally to the public (other than as a
result of disclosure by him in violation of this Section 10) or any information
not otherwise considered confidential by a reasonable person engaged in the same
business as that conducted by the Company.

        11. Successors and Assigns.


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               (a) This Agreement shall be binding upon and shall inure to the
        benefit of the Company, its successors and assigns and the Company shall
        require any successor or assign to expressly assume and agree to perform
        this Agreement in the same manner and to the same extent that the
        Company would be required to perform it if no such succession or
        assignment had taken place. The term "the Company" as used herein shall
        include such successors and assigns. The term "successors and assigns"
        as used herein shall mean a corporation or other entity acquiring all or
        substantially all the assets and business of the Company (including this
        Agreement) whether by operation of law or otherwise.

               (b) Neither this Agreement nor any right or interest hereunder
        shall be assignable or transferable by the Executive, his beneficiaries
        or legal representatives, except by will or by the laws of descent and
        distribution. This Agreement shall inure to the benefit of and be
        enforceable by the Executive's legal personal representative.

        12. Fees and Expenses. The Company shall pay all legal fees and related
expenses (including the costs of experts, evidence and counsel) incurred by the
Executive as they become due as a result of (i) the Executive's termination of
employment (including all such fees and expenses, if any, incurred in contesting
or disputing any such termination of employment), (ii) the Executive's hearing
before the Board as contemplated in Section 8(b) of this Agreement, or (iii) the
Executive's seeking to obtain or enforce any right or benefit provided by this
Agreement or by any other plan or arrangement maintained by the Company under
which the Executive is or may be entitled to receive benefits.

        13. Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses last given by each party
to the other, provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company. All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.

        14. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any of its
subsidiaries and for which the Executive may qualify, nor shall anything herein
limit or reduce such rights as the executive may have under any other agreements
with the Company or any of its subsidiaries. Amounts which are vested benefits
or which the Executive is otherwise entitled to receive under any plan or
program of the Company or any of its subsidiaries shall be payable in accordance
with such plan or program, except as explicitly modified by this Agreement.

        15. Settlement of Claims. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by

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any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against the
Executive or others.

        16. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.

        17. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California without giving
effect to the conflict of law principles thereof.

        18. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

        19. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof.

            IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has executed this
Agreement as of the day and year first above written.

                                    ICN Pharmaceuticals, Inc.



ATTEST:                             By:
                                        ----------------------------------------
                                    Title:

---------------------------------
Secretary


                                    The "Executive"



                                    By:
                                       -----------------------------------------
                                                   Johnson Yiu-Nam Lau


                                       12

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