Employment Agreement [Amended and Restated] (2015)Full Document 

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") shall be effective as of the 5th day of January, 2015 (the "Effective Date") by and between Salix Pharmaceuticals, Inc., a California corporation with its principal place of business in Wake County, North Carolina (together with its subsidiaries, affiliates and successors, hereafter referred to as "Employer"), and William Bertrand, an individual residing in Wake County, North Carolina ("Employee").

WHEREAS, Employer has employed and wishes to continue to employ Employee, and Employee desires to continue in the employment of Employer; and

WHEREAS, Employer and Employee previously entered into an Employment Agreement (the "Original Agreement"), and now desire to enter into this Agreement, which replaces and supersedes in its entirety all prior employment agreements, including but not limited to the Original Agreement.

NOW THEREFORE, in consideration of the mutual obligations set forth in this Agreement, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows:

ARTICLE I

EMPLOYMENT

1.1 Position; Duties. Employer hereby agrees to continue to employ Employee as its Acting Chief Operating Officer, Senior Vice President, General Counsel and Corporate Secretary with such duties as are reasonably assigned by the Chief Executive Officer and the Board of Directors (the "Board") from time to time and that are consistent with such positions.

1.2 Employee’s Obligation. Employee hereby accepts employment with Employer as set forth herein. Employee agrees to perform fully, faithfully, competently, and effectively such duties as shall be reasonably assigned by the Chief Executive Officer and the Board and to devote Employee’s best efforts to the business of Employer. Employee shall be specifically obligated to work to maximize the success of Employer’s business throughout the world. As a part of Employee’s duties, Employee shall comply with all applicable policies of Employer, as in effect or as may be established from time to time.

1.3 Consideration to Employee. Employee hereby acknowledges that this Agreement is supported by adequate and sufficient consideration and that in exchange for signing this Agreement and agreeing to the commitments contained herein, Employer will continue to employ Employee as described in this Agreement and will also pay Employee the sum of Five Hundred Dollars ($500.00), less applicable taxes and other withholdings, which payment is expressly conditioned upon Employee’s execution of this Agreement.

Salix Pharmaceuticals, Inc. • 8510 Colonnade Center Drive, Raleigh, NC 27615 • 1.866.646.5463 • T 919.862.1000 • F 919.862.1095 • www.salix.com

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ARTICLE II

TERM OF EMPLOYMENT

2.1 Term. Employee’s employment with Employer hereunder shall commence as of the Effective Date and continue unless and until Employee’s employment terminates pursuant to Article VI hereof.

2.2 Resignation. Upon Employee’s termination of employment for any reason, Employee hereby resigns all employment and related job duties and responsibilities with Employer, including, without limitation any and all positions on any committees or boards of Employer or any of its affiliates. Employee agrees to sign all documentation evidencing the foregoing as may be presented to Employee for signature by Employer.

ARTICLE III

COMPENSATION

3.1 Base Salary; Bonus. During the term of this Agreement, Employer shall pay Employee an annual base salary, as set forth in Appendix A, which may be adjusted periodically by Employer in its sole discretion subject to the terms of this Agreement. For purposes of this Agreement, the term "Base Salary" shall mean Employee’s annual base salary referred to in the preceding sentence, but shall exclude any reimbursements for medical, professional, or transportation expenses, excess group-term life insurance coverage, severance pay, commissions, or other "fringe benefits." Employee’s Base Salary shall be paid in accordance with Employer’s regular payroll procedures, but shall be computed pro rata in any partial year or other partial period of employment. Employer may also pay Employee an annual bonus to be determined by the Board or its designee in its sole discretion and subject to periodic adjustment, and in accordance with

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