Bausch & Lomb Corp

Employee Matters Agreement Amendment

On July 31, 2024, Bausch + Lomb Corporation (“Bausch + Lomb”) and Bausch Health Companies Inc. (“BHC”) entered into the Amended and Restated Employee Matters Agreement (the “Amended EMA”), subject to certain applicable approvals. Under the Amended EMA:

•each award of BHC time-based restricted share units (including any matching restricted share unit) (“BHC RSUs”) and of BHC performance-based restricted share units (“BHC PSUs”) that was granted prior to July 19, 2024 (or, with respect to new hire grants, prior to December 31, 2024) (the “Reference Date”) and that is held by a then-current BHC employee, Bausch + Lomb employee or director serving on the BHC Board of Directors (but not directors solely serving on the Bausch + Lomb Board of Directors (the “Board”)) (“BHC Director”) (including any employees located in Canada) as of immediately prior to the date of the consummation of BHC’s spin-off distribution of Bausch + Lomb common shares (the “Distribution Date”), in each case, will be equitably adjusted on the Distribution Date to reflect the spin-off distribution and preserve the value of such awards in accordance with the existing methodology set forth in Section 8.02(a) of the Amended EMA as follows: (i) the holder will continue to hold the same number of BHC RSUs and BHC PSUs, as applicable and (ii) the holder will receive a target number of Bausch + Lomb restricted stock units (“B+L RSUs”) and Bausch + Lomb performance-based restricted share units (“B+L PSUs”), determined by multiplying (A) the target number of BHC RSUs or BHC PSUs by (B) the “basket ratio” (as defined in the Arrangement Agreement by and between BHC and Bausch + Lomb, dated as of April 28, 2022, as may be amended from time to time), rounded down to the nearest whole share;

•each BHC RSU and BHC PSU granted on or following the applicable Reference Date held by any then-current BHC employee or BHC Director as of immediately prior to the Distribution Date will be equitably adjusted to reflect the spin-off distribution and preserve the value of such awards by converting such awards into an adjusted BHC RSU or BHC PSU, as applicable, in each case, with the number of adjusted BHC RSUs and BHC PSUs to be determined in accordance with the existing methodology set forth in Section 8.02(b) of the Amended EMA;

•each BHC RSU and BHC PSU (i) granted on or following the applicable Reference Date held by any then-current employee of Bausch + Lomb as of immediately prior to the Distribution Date or (ii) held by any director who serves on the Board (but not on BHC’s Board of Directors) as of immediately following the Distribution Date, in each case, will be equitably adjusted to reflect the spin-off distribution and preserve the value of such awards by converting such awards into a B+L RSU or B+L PSU, as applicable, in each case, with such number to be determined in accordance with the existing methodology set forth in Section 8.02(c) of the Amended EMA;

•each outstanding option to purchase shares of BHC common stock (“BHC Options”) held by any then-current Bausch + Lomb employee as of immediately prior to the Distribution Date will be equitably adjusted to reflect the spin-off distribution by converting such award into an option to purchase shares of Bausch + Lomb’s common stock, with the number of shares of Bausch + Lomb’s common stock underlying the options and the applicable exercise price to be determined by Bausch + Lomb’s Talent and Compensation Committee (the “Committee”) of the Board in a manner intended to preserve the aggregate intrinsic value of the corresponding BHC Options (provided that the treatment of the BHC Options held by all other individuals will remain consistent with the current EMA); and

•conforming updates to reflect the fact that BHC suspended the initial public offering of the Solta Medical segment effective as of June 16, 2022.

The application of the methodologies referenced above and detailed in the Amended EMA for equitably adjusting the above-described equity awards to reflect the spin-off distribution are dependent on a number of factors, including but not limited to, the BHC share price, the Bausch + Lomb share price, the number of outstanding common shares of BHC and Bausch + Lomb at or around the time of the Distribution Date, future award vesting and/or forfeiture events and the time the Distribution Date occurs. As a result, the number of awards and underlying shares that may ultimately be subject to adjustment and conversion (and resulting therefrom) as of the Distribution Date pursuant to the Amended EMA are not reliably estimable as of the date hereof and may differ materially from current expectations.

Amendment to Founder Equity Awards

On July 31, 2024, the Committee approved an amendment to the equity incentive awards originally granted to certain of our employees (including our named executive officers (“NEOs”)) in connection with our initial public offering in May 2022 (the “IPO Founder Grants”) under the Bausch + Lomb 2022 Omnibus Incentive Plan (as amended and restated and as further amended and restated, the “Plan”). Pursuant to this amendment, with respect to IPO Founder Grants held by current employees of Bausch + Lomb or one of its subsidiaries, in the event that the Distribution Date does not occur on or before May 5, 2026, the existing vesting condition requiring the Distribution Date to occur before such IPO Founder Grants can vest and become exercisable, as applicable, and will cease to apply to such IPO Founder Grants (and, as a result, the awards will thereafter only be subject to time-based vesting conditions). To the extent that any of the IPO Founder Grants satisfied the time-based vesting conditions prior to May 5, 2026, then the awards will be deemed vested and exercisable, as applicable, as of such date. Except as noted above, the IPO Founder Grants will otherwise remain subject to the existing terms and conditions of the Plan and the applicable award agreements, as previously disclosed by Bausch + Lomb.

Amendment to PSU Performance Goals

On July 31, 2024, the Committee approved amendments to the performance goals applicable to the following B+L PSU awards granted to certain of our eligible current employees of (including our NEOs) pursuant to the Plan: (i) the 2023 annual relative total shareholder return (“rTSR”) PSUs (the “2023 rTSR Annual PSUs”), (ii) the 2024 annual rTSR PSUs (the “2024 rTSR Annual PSUs”) and (iii) the “outperformance” PSUs granted in 2024 (the “Outperformance PSUs,” and, together with the 2023 rTSR Annual PSUs and 2024 rTSR Annual PSUs, the “Covered PSUs”).

Pursuant to these amendments, with respect to the Covered PSUs held by current employees of Bausch + Lomb and its subsidiaries, (i) if the Distribution Date does not occur prior to the date that is 120 calendar days before the first day of the applicable “TSR Measurement Start Date” (as defined below) applicable to such Covered PSUs (such applicable date, the “Performance Assessment Cut-off Date”), then (A) in the case of the 2023 rTSR Annual PSUs and the 2024 rTSR Annual PSUs, the applicable rTSR performance metric applicable to such Covered PSUs shall be deemed achieved at the target performance level (100%) and (B) in the case of the Outperformance PSUs, the applicable relative total shareholder return modifier performance metric will no longer apply and (ii) if the Distribution Date occurs prior to the Performance Assessment Cut-off Date, then the relative total shareholder return performance metric applicable to such Covered PSUs shall be measured based on actual achievement of the relative total shareholder return performance metric as of the end of the original last day of the performance period for the applicable Covered PSUs in accordance with the existing terms of the applicable Covered PSU award agreement. For purposes of the above, the “TSR Measurement Start Date” means the 20 consecutive trading day period preceding the last day of the rTSR performance period applicable to the award of Covered PSUs.

The achievement of the total shareholder return performance goals for any B+L PSUs granted under the Plan will be calculated in a manner that does not take into account the issuance of any common shares of B+L pursuant to the equitable adjustments applicable to BHC equity awards as set forth in Section 8.02(a) of the Amended EMA.

Except as noted above, the Covered PSUs will otherwise remain subject to the existing terms and conditions of the Plan and the applicable award agreements, as previously disclosed by Bausch + Lomb.