EXHIBIT 10.50
FIRST AMENDMENT
TO
ALLERGAN, INC. PENSION PLAN
(RESTATED 2003)
The ALLERGAN, INC. PENSION PLAN (the "Plan") is hereby amended as follows:
1. Article IX of the Plan is amended by adding the following new Section 9.2
and renumbering the remaining Sections and references sequentially:
9.2 Appointment of Investment Subcommittee. There is hereby
created an investment subcommittee of the Committee (hereinafter
referred to as the "Investment Subcommittee" for purposes of this
Article IX) which shall exercise management and control over the
assets of the Trust. The Board of Directors, acting though its
Organization and Compensation Committee, shall determine the number
of members of the Investment Subcommittee. The members of the
Investment Subcommittee shall be appointed by the Board of
Directors, acting though its Organization and Compensation
Committee, and shall from time to time appoint such members to or
fill any vacancies in the Investment Subcommittee. The members of
the Investment Subcommittee shall constitute the Named Fiduciaries
of the Plan within the meaning of Section 402(a)(2) of ERISA with
respect to the management and control of the assets of the Trust.
2. Section 9.3 of the Plan (former Section 9.2 prior to this First Amendment)
is amended as follows:
9.3 Transaction of Business. The Committee and Investment
Subcommittee shall transact business as provided in paragraphs (a)
and (b), respectively:
(a) A majority of the Committee shall constitute a
quorum for the transaction of business. Actions of the
Committee may be taken either by vote at a meeting or in
writing without a meeting. All action taken by the Committee
at any meeting shall be by a vote of the majority of those
present at such meeting. All action taken in writing without a
meeting shall be by a vote of the majority of those responding
in writing. All notices, advices, directions and instructions
to be transmitted by the Committee shall be in writing and
signed by or in the name of the Committee. In all its
communications with the Trustee, the Committee may, by either
of the majority actions specified above, authorize any one or
more of its members to execute any document or documents on
behalf of the Committee, in which event it shall notify the
Trustee in writing of such action and the name or names of its
members so designated and the Trustee shall thereafter accept
and rely upon any documents executed by such member or members
as representing action by the Committee until the Committee
shall file with the Trustee a written revocation of such
designation.
(b) A majority of the Investment Subcommittee shall
constitute a quorum for the transaction of business. Actions
of the Investment Subcommittee may be taken either by vote at
a meeting or in writing without a meeting. All action taken by
the Investment Subcommittee at any meeting shall be by a vote
of the majority of those present at such meeting. All action
taken in writing without a meeting shall be by a vote of the
majority of those responding in writing. All notices, advices,
directions and instructions to be transmitted by the
Investment Subcommittee shall be in writing and signed by or
in the name of the Investment Subcommittee. In all its
communications with the Trustee, the Investment Subcommittee
may, by action specified above, authorize any one or more of
its members to execute any document or documents on behalf of
the Investment Subcommittee, in which event it shall notify
the Trustee in writing of such action and the name or names of
its members so designated and the Trustee shall thereafter
accept and rely upon any documents executed by such member or
members as representing action by the Investment Subcommittee
until the Investment Subcommittee shall file with the Trustee
a written revocation of such designation.
3. Section 9.5 of the Plan (former Section 9.4 prior to this First Amendment)
is amended as follows:
9.5 Responsibility of the Committees. The responsibilities
of the Committee and Investment Subcommittee shall be as provided in
paragraphs (a) and (b), respectively:
(a) The authority to manage and control the operation
and administration of the Plan, the general administration of
the Plan, the responsibility for carrying out the Plan, and to
the extent provided in Section 9.7(e), the authority and
responsibility to manage and control the assets of the Trust
are hereby delegated by the Board of Directors to and vested
in the Committee except to the extent reserved to the Board of
Directors, the Sponsor, or the Company. Subject to the
limitations of the Plan, the Committee shall, from time to
time, establish rules for the performance of its functions and
the administration of the Plan. In the performance of its
functions, the Committee shall not discriminate in favor of
Highly Compensated Employees.
(b) The authority and responsibility to manage and
control the assets of the Trust are hereby delegated by the
Board of Directors, acting though its Organization and
Compensation Committee, to and vested in the Investment
Subcommittee except to the extent reserved to the Board of
Directors or the Board of Directors, acting though its
Organization and Compensation Committee, or the Sponsor.
Subject to the limitations of the Plan, the Investment
Subcommittee shall, from time to time, establish rules for the
performance of its functions.
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4. Section 9.6 of the Plan (former Section 9.5 prior to this First Amendment)
is amended by deleting paragraph (f) and renumbering the remaining
paragraphs and references sequentially.
5. Section 9.7(e) of the Plan (former Section 9.6(e) prior to this First
Amendment) is amended as follows:
(e) To exercise management and control over the assets of
the Trust to the extent provided in paragraph (a) above and in
Section 9.9 (relating to review by the Committee of the long-run and
short-run financial needs of the Plan and the determination of the
funding policy for the Plan).
6. Article IX of the Plan is amended by adding the following new Section 9.8
and renumbering the remaining Sections and references sequentially:
9.8 Investment Subcommittee Powers. The Investment
Subcommittee shall have all discretionary powers necessary to manage
and control the assets of the Trust, including but not limited to,
the following:
(a) To exercise management and control over the assets
of the Trust except to the extent the Committee appoints an
Investment Manager pursuant to Section 9.7(a) and subject to
the requirement that all action taken by the Investment
Subcommittee shall be in accordance and consistent with the
funding policy established by the Committee and shall be
communicated to the Committee at periodic intervals.
(b) To employ consulting, actuarial, and other
assistance as it may deem appropriate in carrying out its
responsibilities under the Plan, including one or more persons
to render advice with regard to any fiduciary responsibility
the Investment Subcommittee may have under the Plan.
(c) To establish rules and regulations from time to
time for the conduct of the Investment Subcommittee's
business.
(d) To direct the Trustee, in writing, from time to
time, to invest and reinvest the Trust Fund, or any part
thereof, or to purchase, exchange, or lease any property, real
or personal, which the Investment Subcommittee may designate.
This shall include the right to direct the investment of all
or any part of the Trust in any one security or any one type
of securities permitted hereunder. Among the securities which
the Investment Subcommittee may direct the Trustee to purchase
are "qualifying employer securities" as defined in ERISA
Section 407(d)(5).
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Any action taken in good faith by the Investment Subcommittee
in the exercise of discretionary powers conferred upon it by the
Plan shall be conclusive and binding upon the Participants and their
Beneficiaries.
7. Section 9.9 of the Plan (former Section 9.7 prior to this First Amendment)
is amended as follows:
9.9 Periodic Review of Funding Policy. Notwithstanding
the delegation of authority and responsibility to manage and
control the assets of the Trust to the Investment
Subcommittee, the Committee, at periodic intervals, shall
review the long-run and short-run financial needs of the Plan
and shall determine a funding policy for the Plan consistent
with the objectives of the Plan and the minimum funding
standards of ERISA, if applicable. In determining such funding
policy the Committee shall take into account, at a minimum,
not only the long-term investment objectives of the Trust Fund
consistent with the prudent management of the assets thereof,
but also the short-run needs of the Plan to pay benefits. All
actions taken by the Committee with respect to the funding
policy of the Plan, including the reasons therefor, shall be
fully reflected in the minutes of the Committee.
8. Section 9.12 of the Plan (former Section 9.10 prior to this First
Amendment) is amended as follows:
9.12 Limitation on Liability. Each of the fiduciaries under
the Plan shall be solely responsible for its own acts and omissions
and no fiduciary shall be liable for any breach of fiduciary
responsibility resulting from the act or omission of any other
fiduciary or person to whom fiduciary responsibilities have been
allocated or delegated pursuant to Section 9.2 or 9.7, except as
provided in Sections 405(a) and 405(c)(2)(A) or (B) of ERISA.
Neither the Committee nor the Investment Subcommittee shall have
responsibility over assets as to which management and control has
been delegated to an Investment Manager appointed pursuant to
Section 9.17 hereof or as to which management and control has been
retained by the Trustee.
9. Section 9.13 of the Plan (former Section 9.11 prior to this First
Amendment) is amended as follows:
9.13 Indemnification and Insurance. To the extent permitted
by law, the Company shall indemnify and hold harmless the Committee,
the Investment Subcommittee and each member thereof, the Board of
Directors and each member thereof, and such other persons as the
Board of Directors may specify, from the effects and consequences of
his or her acts, omissions, and conduct in his or her official
capacity in connection with the Plan and Trust. To the extent
permitted by law, the Company may also purchase liability insurance
for such persons.
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10. Section 9.14 of the Plan (former Section 9.12 prior to this First
Amendment) is amended as follows:
9.14 Compensation of Committees and Plan Expenses. Members of
the Committee and the Investment Subcommittee shall serve as such
without compensation unless the Board of Directors shall otherwise
determine, but in no event shall any member of the Committee or
Investment Subcommittee who is an Employee receive compensation from
the Plan for his or her services as a member of the Committee or the
Investment Subcommittee. All members shall be reimbursed for any
necessary expenditures incurred in the discharge of duties as
members of the Committee or the Investment Subcommittee. The
compensation or fees, as the case may be, of all officers, agents,
counsel, the Trustee or other persons retained or employed by the
Committee or the Investment Subcommittee shall be fixed by the
Committee, subject to approval by the Board of Directors. The
expenses incurred in the administration and operation of the Plan,
including but not limited to the expenses incurred by the members of
the Committee or the Investment Subcommittee in exercising their
duties, shall be paid by the Plan from the Trust Fund, unless paid
by the Company, provided, however, that the Plan and not the Company
shall bear the cost of interest and normal brokerage charges which
are included in the cost of securities purchased by the Trust Fund
(or charged to proceeds in the case of sales).
11. Section 9.15 of the Plan (former Section 9.13 prior to this First
Amendment) is amended as follows:
9.15 Resignation. Any member of the Committee or Investment
Subcommittee may resign by giving fifteen (15) days notice to the
Board of Directors, and any member shall resign forthwith upon
receipt of the written request of the Board of Directors, whether or
not said member is at that time the only member of the Committee or
the Investment Subcommittee.
12. Section 9.16 of the Plan (former Section 9.14 prior to this First
Amendment) is amended as follows:
9.16 Reliance Upon Documents and Opinions. The members of the
Committee, the Investment Subcommittee, the Board of Directors, the
Company and any person delegated to carry out any fiduciary
responsibilities under the Plan (hereinafter a "delegated
fiduciary"), shall be entitled to rely upon any tables, valuations,
computations, estimates, certificates and reports furnished by any
consultant, or firm or corporation which employs one or more
consultants, upon any opinions furnished by legal counsel, and upon
any reports furnished by the Trustee or any Investment Manager. The
members of the Committee, the Investment Subcommittee, the Board of
Directors, the Company and any delegated fiduciary shall be fully
protected and shall not be liable in any manner whatsoever for
anything done or action taken or suffered in reliance upon any such
consultant, or firm or corporation which employs one or more
consultants, Trustee, Investment Manager, or counsel. Any and all
such things done or such
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action taken or suffered by the Committee, the Investment
Subcommittee, the Board of Directors, the Company and any delegated
fiduciary shall be conclusive and binding on all Employees,
Participants, Beneficiaries, and any other persons whomsoever,
except as otherwise provided by law. The Committee, the Investment
Subcommittee, and any delegated fiduciary may, but are not required
to, rely upon all records of the Company with respect to any matter
or thing whatsoever, and may likewise treat such records as
conclusive with respect to all Employees, Participants,
Beneficiaries, and any other persons whomsoever, except as otherwise
provided by law.
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IN WITNESS WHEREOF, Allergan, Inc. hereby executes this First Amendment to
the Allergan, Inc. Pension Plan on this 28th day of September, 2003.
ALLERGAN, INC.
BY: /s/ Douglas Ingram
--------------------------------
Douglas Ingram
Corporate Vice President, General Counsel and Secretary
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