General Counsel Employment Agreement

EMPLOYMENT AGREEMENT


THIS AGREEMENT entered into as of the 15th day of September, 2000, by and between ICN Pharmaceuticals, Inc. (the "Company") and Harry A. Roosje, an individual (the "Executive") (hereinafter collectively referred to as "the parties").


WHEREAS, the Company desires to retain the services of the Executive as Senior Vice President and Associate General Counsel of the Company 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 September 15th, 2001; provided, however, that the term of this Agreement shall be automatically extended for one (1) year on September 15, 2001, and on each September 15 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 Senior Vice
President and General Counsel 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 $200,000 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 as set forth in this
Agreement in which event no Disability of the Executive will be
deemed to have occurred.


(b) Cause. The Company 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
immediately pr ...