EXHIBIT 10.9
SECOND AMENDMENT
TO
ALLERGAN, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(RESTATED 2003)
The ALLERGAN, INC. EMPLOYEE STOCK OWNERSHIP PLAN (the "Plan") is hereby amended
as follows:
1. Effective January 1, 2004, new Section 6.3(g) shall be added
to the Plan as follows:
(g) On June 29, 2002, Allergan spun-off AMO and
distributed the stock of AMO (referred to in the Plan as "AMO
Stock") to its shareholders. The following provisions of the
Plan shall apply to AMO Stock as if the term "AMO Stock" was
substituted for the term "Company Stock": Section 6.4 (Certain
Offers for Company Stock); Section 6.5 (Securities Law
Limitation); Section 6.7 (Dividends); Section 6.14
(Appointment of Investment Manager); Section 7.1 (Appointment
of Committee); Section 7.2 (Appointment of Investment
Subcommittee); Section 7.7 (Additional Powers of Committee);
Section 7.8 (Investment Subcommittee Powers); Section 7.14
(Compensation of Committees and Plan Expenses); and Section
7.16 (Voting of Company Stock), as applicable.
2. Effective January 1, 2004, Section 6.6(a)(i) of the Plan is
amended as follows:
(i) Each Participant's ESOP Account
shall consist of (1) a portion comprised of cash and
all other assets except for Company Stock and AMO
Stock (the "Non-Stock Subaccount"); (2) a portion
comprised solely of AMO Stock (the "AMO Subaccount");
and (3) a portion comprised solely of Company Stock
(the "Stock Subaccount").
3. Effective January 1, 2004, new Section 6.6(a)(iv) is added to
the Plan as follows:
(iv) AMO Subaccounts shall be credited
with a specific number of shares of AMO Stock rather
than an individual interest in a pool of AMO Stock.
4. Effective January 1, 2004, new Section 6.6(i) is added to the
Plan as follows:
(i) Paragraphs (e) and (g) of this Section 6.6
shall apply to AMO Stock as if the term "AMO Stock" was
substituted for the term "Company Stock" and the term "AMO
Subaccount" was substituted for the term "Stock Subaccount,"
as applicable.
5. Effective January 1, 2003, Section 5.10(c) of the Plan is
amended as follows:
(c) Notwithstanding anything to the contrary in the
Plan, the distribution of the entire vested portion of a
Participant's ESOP Account shall be subject to the following:
(i) Lifetime Distributions. The
distribution of the entire vested portion of a
Participant's ESOP Account shall be made no later
than the Participant's Required Beginning Date. The
Required Beginning Date of a Participant shall be
April 1 of the calendar year immediately following
the later of the calendar year in which the
Participant attains age 70-1/2 or incurs a Severance;
provided, however, if such Participant is a Five
Percent Owner (as defined in Code Section 416(i) and
applicable regulations), with respect to the Plan
Year ending in the calendar year in which such
Participant attains age 70-1/2, the Required
Beginning Date shall be April 1 of the calendar year
immediately following the later of the calendar year
in which the Participant attains age 70-1/2.
(ii) Death Distributions. If a
Participant dies before the entire vested portion of
his or her ESOP Account is distributed, the entire
vested portion of the Participant's ESOP Account
shall be distributed as provided in Section 5.5.
(iii) Incorporation of Treasury
Regulations. Notwithstanding the foregoing, all
distributions made under the Plan shall be made in
accordance with Code Section 401(a)(9) and the
Regulations issued thereunder.
IN WITNESS WHEREOF, Allergan, Inc. hereby executes this Second
Amendment to the Allergan, Inc. Employee Stock Ownership Plan on this 22nd day
of December, 2003.
ALLERGAN, INC.
BY: /s/ Douglas S. Ingram
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Douglas S. Ingram
Executive Vice President, General Counsel and Secretary
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