Exhibit 10.14
SECOND AMENDMENT TO THE
ALLERGAN, INC.
2003 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
This Second Amendment to the Allergan, Inc. 2003 Non-employee Director
Equity Incentive Plan (the "Amendment") is adopted by Allergan, Inc., a Delaware
corporation (the "Company), effective as of April 25th, 2007 (the "Effective
Date").
RECITALS
A. The Allergan, Inc. 2003 Non-employee Director Equity Incentive Plan (the
"Plan") was initially adopted by the Board of Directors of the Company (the
"Board") on January 30, 2003 and approved by the stockholders of the Company on
April 25, 2003. The First Amendment to the Plan was adopted by the Board on
January 30, 2006 and approved by the stockholders of the Company on May 2, 2006.
B. The Board desires to amend the Plan to: (i) modify the vesting period of
Options granted under the Plan, (ii) increase the annual grant of Options from
4,500 to 5,700 and (iii) increase the number of shares of Restricted Stock to be
granted to a non-employee director upon election, reelection or appointment from
1,800 to 2,400 shares for each year which remains in the term of the person so
elected, reelected or appointed.
AMENDMENT
1. Capitalized terms used in this Amendment without definition shall have
the respective meanings ascribed thereto in the Plan.
2. Effective as of the Effective Date, Section 2.1 of the Plan is hereby
amended and restated in its entirety to read as follows:
"2.1 Grant of Restricted Stock. During the term of the Plan and
so long as there are sufficient shares available for issuance or
transfer pursuant to Awards under the Plan, upon election, reelection
or appointment of a Nonemployee Director to the Board occurring at or
after the 2003 Annual Meeting of Stockholders, such Nonemployee
Director shall automatically be granted an Award consisting of 2,400
shares of Restricted Stock (subject to adjustment as provided in
Section 4.2) for each year which remains in the term of the person so
elected, reelected or appointed. For purposes of such calculation, a
year shall be the period between annual meetings of stockholders of
the Company or any part of such period (exclusive of the sixty (60)
days immediately preceding the first annual meeting to be held
following such election, reelection or appointment giving rise to such
Award). For example, if a Nonemployee Director is appointed to the
Board in January of 2007 to serve a term which will
expire at the 2009 Annual Meeting of Stockholders (and the 2007 Annual
Meeting of Stockholders is held more than sixty (60) days after such
appointment), the term of such person would be considered to be three
(3) years for purposes of calculating the Award."
3. Effective as of the Effective Date, Section 3.1 of the Plan is hereby
amended and restated in its entirety as follows:
"3.1 Grant of Options. During the term of the Plan and so long as
there are sufficient shares available for issuance or transfer
pursuant to Awards under the Plan, each Non-employee Director shall
automatically be granted an Option to purchase 5,700 shares of Common
Stock (subject to adjustment as provided in Section 4.2) on the date
of each regular annual meeting of stockholders of the Company at which
directors are to be elected."
4. Effective as of the Effective Date, Section 3.4 of the Plan is hereby
amended and restated in its entirety to read as follows and such amendment shall
be effective as to all unvested Options outstanding under the Plan as of the
Effective Date:
"3.4 Vesting. Subject to Section 4.3, each Option shall become
fully vested and exercisable as of the date of the regular annual
meeting of stockholders of the Company at which directors are to be
elected following the date of grant of the Option. No Option shall be
exercisable prior to vesting. Notwithstanding the foregoing, each
Option shall become immediately exercisable as to all shares covered
by such Option in the event a Participant's service as a director of
the Company terminates by reason of such Participant's death or total
disability."
5. Except as set forth herein, the Plan shall remain in full force and
effect.
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I hereby certify that the foregoing Second Amendment to the Allergan, Inc.
2003 Non-employee Director Equity Incentive Plan was duly adopted by the Board
of the Company on April 25th, 2007.
Executed this 25th day of April, 2007.
By: /s/ Matthew J. Maletta
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Name: Matthew J. Maletta
Title: VP, Assistant General Counsel
and Assistant Secretary
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