EXHIBIT 10.27
ALLERGAN
2004
MANAGEMENT BONUS PLAN
JANUARY 2004
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January 2004
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PURPOSE OF THE PLAN
The Allergan, Inc. 2004 Management Bonus Plan (the "Plan") is designed to reward
eligible management-level employees for their contributions to providing
Allergan's stockholders increased value for their investment through the
successful accomplishment of specific financial objectives and individual
performance objectives.
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PLAN YEAR
The Plan year runs from January 1, 2004 through December 31, 2004 for all
locations that have a fiscal year beginning January 1 and ending December 31.
For the international locations with fiscal years beginning December 1 and
ending November 1, the Plan year is December 1, 2003 to November 30, 2004.
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ELIGIBILITY
All regular full-time and part-time employees of Allergan, Inc. and its
subsidiaries (the "Company") scheduled to work 20 or more hours per week in
salary grades 7E and above who are not covered by any other bonus or sales
incentive plan are eligible to participate in the Plan. Notwithstanding anything
in this Plan to the contrary, any individual shall not be eligible to
participate in the Plan if such individual (a) performs services for the Company
and is classified or paid as an independent contractor (regardless of his or her
classification for federal tax or other legal purposes) by the Company or (b)
performs services for the Company pursuant to an agreement between the Company
and any other person including a leasing organization. For the locations where
the Plan year is January 1, 2004 through December 31, 2004, the participants
must be employed on or before June 30, 2004; for the locations where the Plan
year is December 1, 2003 through November 30, 2004, the participants must be
employed on or before May 31, 2004. Participants must be actively employed by
the Company on the date bonuses are paid in order to be eligible to receive a
bonus. Participants who resign or are terminated for reasons other than those
noted below will receive no bonus.
Bonuses, if any, for participants who become eligible after the beginning of the
plan year, retire (defined as age 55 or over with at least 5 years of service),
become disabled, die or transfer into a position covered by another incentive
plan will be prorated. Bonuses, if any, for participants who are laid-off will
be prorated provided the participant was eligible for at least six months of the
Plan year. All proration will be based on the number of months of participation
in the Plan during the Plan year.
PERFORMANCE OBJECTIVES
Bonuses for Plan participants are based on both corporate performance and
individual performance in relation to pre-established objectives, as follows:
CORPORATE OBJECTIVES
o Earnings Per Share -- Corporate performance is measured in terms of
Allergan, Inc.'s Earnings Per Share (EPS) performance. EPS is defined as
net earnings from continuing operations as measured by Wall Street divided
by the weighted average number of common and common equivalent shares on a
diluted basis.
o Operating Income -- Operating Income compared to budget will be considered
for allocation of bonus pools by Business Unit/Function. Operating Income
is defined as Net Sales minus Cost of Goods minus Selling and General
Administrative expenses minus Research & Development minus allocated
corporate interest where applicable.
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INDIVIDUAL OBJECTIVES
Management Bonus Objectives (MBOs) are prepared by each participant and his
or her supervisor at the beginning of the Plan year and may be modified
throughout the year as necessary. Objectives should reflect major results
and accomplishments to be achieved in order to meet short-and long-term
business goals that contribute to increased stockholder value. MBOs are
expressed as specific, quantifiable measures of performance in relation to
key operating decisions for the participant's business unit, such as
managing inventory levels, receivables, expenses, or payables; increasing
sales; eliminating unnecessary capital expenditures, etc.
At the end of the Plan year, the supervisor evaluates the participant's
performance in relation to his or her objectives in order to determine the
size of the bonus award, if any. A more detailed description of how the
award is calculated is provided under "Individual Bonus Award Calculation."
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BONUS POOL CALCULATION
The two components of this calculation are: Earnings Per Share; and Operating
Income.
BONUS POOL FUNDING - Bonuses are funded when the Company achieves the threshold
level of EPS performance. The level of bonus funding is
first determined by EPS performance as outlined in the
table below.
o Earnings Per Share
2004 EPS RANGE BONUS % OF TARGET
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-$0.24 47.0%
-$0.22 48.5%
-$0.20 49.5%
-$0.18 51.0%
-$0.16 54.0%
-$0.14 57.0%
-$0.12 61.5%
-$0.10 66.0%
-$0.08 71.5%
-$0.06 78.0%
-$0.04 84.0%
-$0.02 92.0%
Target 100%
+$0.02 108.0%
+$0.04 116.0%
+$0.06 122.0%
+$0.08 128.5%
+$0.10 134.0%
+$0.12 138.5%
+$0.14 142.5%
If actual EPS results fall between the performance levels shown above,
bonuses will be prorated accordingly.
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BONUS POOL DIFFERENTIATION BY BUSINESS UNIT/FUNCTION
o Operating Income -- The target bonus pool determined by EPS performance is
modified for each business unit/function based on Operating Income results
vs. budget. That is, a business unit that exceeds budget will receive a
greater share of the total Company pool than a business unit that is below
budget.
At the end of the year, the President and Chief Executive Officer of Allergan,
Inc. may recommend adjustments to the bonus funding levels to the Organization
and Compensation Committee (the "Committee") after consideration of key
operating results. When calculating EPS performance for purposes of this Plan,
the Committee has the discretion to include or exclude any or all of the
following items:
o extraordinary, unusual or non-recurring items
o effects of accounting changes
o effects of financing activities
o expenses for restructuring or productivity initiatives
o other non-operating items
o spending for acquisitions
o effects of divestitures
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INDIVIDUAL BONUS AWARD CALCULATION
Target bonus awards are expressed as a percentage of the participant's year-end
annualized base salary. The target percentages vary by salary grade (see
Attachment No. 1).
A participant's actual bonus award may vary above or below the targeted level
based on the supervisor's evaluation of his or her performance in relation to
the predetermined MBOs. Each participant's actual bonus award may be modified
down to 0% or up to 150% of his or her target bonus amount. However, the total
of all bonus awards given within each business unit must total no more than 100%
of the total bonus pool dollars allocated to that business unit.
METHOD OF PAYMENT
Cash awards are paid following the close of the Plan year after the review and
authorization of bonuses by the Committee. Bonuses will be paid within 30 days
following management communication of the award, through the participant's
normal payroll channel. In the event of a Change in Control (as defined in
Attachment No. 2), bonuses will be paid within 30 days of the effective date of
the Change in Control.
CHANGE IN CONTROL
If a Change in Control occurs after the close of the Plan year and Company
performance supports bonus pool funding, participants will be paid a bonus based
on performance in relation to the EPS target.
If the Change in Control occurs during the Plan year, participants will be paid
a bonus prorated to the effective date of the Change in Control and EPS
performance will be deemed to be the greater of:
o 100% of the EPS target or
o the prorated actual year-to-date EPS performance
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In either case, a participant's actual bonus may vary above or below the
targeted level according to the provisions outlined in "Individual Bonus Award
Calculation" above. Participants must be employed by the Company or its
successor on the effective date of the Change in Control in order to receive the
prorated payment, unless their employment is terminated for retirement, death,
disability or otherwise without cause. For purposes of this plan, "cause" shall
be limited to only three types of events: the willful refusal to comply with a
lawful, written instruction of the Board so long as the instruction is
consistent with the scope and responsibilities of the participant's position
prior to the Change in Control; dishonesty which results in a material financial
loss to the Company (or to any of its affiliated companies) or material injury
to its public reputation (or to the public reputation of any of its affiliated
companies); or conviction of any felony involving an act of moral turpitude.
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GENERAL
Management reserves the right to define corporate performance and individual
performance and to review, alter, amend, or terminate the Plan at any time. This
Plan does not constitute a contract of employment and cannot be relied upon as
such. Any questions regarding this Plan should be directed to the Human
Resources department or the Vice President, Compensation. This Management Bonus
Plan document supersedes any previous document you may have received.
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ATTACHMENT NO. 1
ALLERGAN
2004 MANAGEMENT BONUS PLAN
TARGET AWARDS
Salary Grade Target Bonus**
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7E 10%
8E 15%
9E 20%
10E 25%
11E 30%
12E 35%
13E 40%
14E 50%
15E 55%
16E 60%
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* As a percentage of year-end base salary.
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ATTACHMENT NO. 2
CHANGE IN CONTROL DEFINITION
"Change in Control" shall mean the following and shall be deemed to occur if any
of the following events occur:
(a) Any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (a "Person"),
is or becomes the "beneficial owner," as defined in Rule 13d-3 under the
Exchange Act (a "Beneficial Owner"), directly or indirectly, of securities of
Allergan, Inc., a Delaware corporation ("Allergan") representing (i) 20% or more
of the combined voting power of Allergan's then outstanding voting securities,
which acquisition is not approved in advance of the acquisition or within 30
days after the acquisition by a majority of the Incumbent Board (as hereinafter
defined) or (ii) 33% or more of the combined voting power of Allergan's then
outstanding voting securities, without regard to whether such acquisition is
approved by the Incumbent Board;
(b) Individuals who, as of the date hereof, constitute the Board of
Directors of Allergan (the "Incumbent Board"), cease for any reason to
constitute at least a majority of the Board of Directors, provided that any
person becoming a director subsequent to the date hereof whose election, or
nomination for election by Allergan's stockholders, is approved by a vote of at
least a majority of the directors then comprising the Incumbent Board (other
than an election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election contest relating
to the election of the directors of Allergan, as such terms are used Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) shall, for the purposes of
this Agreement, be considered as though such person were a member of the
Incumbent Board of Allergan;
(c) The consummation of a merger, consolidation or reorganization involving
Allergan, other than one which satisfies both of the following conditions:
(1) a merger, consolidation or reorganization which would result in
the voting securities of Allergan outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of another entity) at least 55% of the combined voting
power of the voting securities of Allergan or such other entity resulting from
the merger, consolidation or reorganization (the "Surviving Corporation")
outstanding immediately after such merger, consolidation or reorganization and
being held in substantially the same proportion as the ownership in Allergan's
voting securities immediately before such merger, consolidation or
reorganization, and
(2) a merger, consolidation or reorganization in which no Person is or
becomes the Beneficial Owner directly or indirectly, of securities of Allergan
representing 20% or more of the combined voting power of Allergan's then
outstanding voting securities; or
(d) The stockholders of Allergan approve a plan of complete liquidation of
Allergan or an agreement for the sale or other disposition by Allergan of all or
substantially all of Allergan's assets.
Notwithstanding the preceding provisions of this Section, a Change in Control
shall not be deemed to have occurred if the Person described in the preceding
provisions of this Section is (1) an underwriter or underwriting syndicate that
has acquired the ownership of any of Allergan's then outstanding voting
securities solely in connection with a public offering of Allergan's securities,
(2) Allergan or any subsidiary of Allergan or (3) an employee stock ownership
plan or other employee benefit plan maintained by Allergan (or any of its
affiliated companies) that is qualified under the provisions of the Internal
Revenue Code of 1986, as amended. In addition, notwithstanding the preceding
provisions of this Section, a Change in Control shall not be deemed to have
occurred if the Person described in the preceding provisions of this Section
becomes a Beneficial Owner of more than the permitted amount of outstanding
securities as a result of the acquisition of voting securities by Allergan
which, by reducing the number of voting securities outstanding, increases the
proportional number of shares beneficially owned by such Person, provided, that
if a Change in Control would occur but for the operation of this sentence and
such Person becomes the Beneficial Owner of any additional voting securities
(other than through the exercise of options granted under any stock option plan
of Allergan or through a stock dividend or stock split), then a Change in
Control shall occur.
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