Exhibit 10.15
May ___, 20__
DIRECTOR
[Address]
Re: ALLERGAN, INC. NONEMPLOYEE DIRECTOR
RESTRICTED STOCK AGREEMENT
Dear Director:
Pursuant to the terms of the Allergan, Inc. 2003 Nonemployee Director
Equity Incentive Plan (as the same may be amended from time to time, the "Plan")
and in consideration of the services rendered or to be rendered by you,
Allergan, Inc., a Delaware corporation (the "Company"), hereby offers to grant
to you the number of shares of its Common Stock set forth in Section 2(a) below,
on the terms and conditions and subject to the restrictions set forth in the
Plan and this Agreement.
To accept this offer, you should complete and sign the enclosed copy of
this Agreement, and return it to the Company. This Agreement contains important
information and you should read it carefully before you sign it.
1. Definitions. Capitalized terms used in this Agreement that are not
otherwise defined herein shall have the same meanings as in the Plan.
2. Basic Terms.
(a) The Stock. For good and valuable consideration, the Company hereby
offers to grant to you 7,200 shares of its Common Stock, $0.01 par value
per share (the "Stock") effective as of May ___, 20__ (the "Grant Date").
(b) Price. So long as all shares of Stock received by you pursuant to
this Agreement are from shares of Common Stock held by the Company as
treasury shares, you are not required to pay any purchase price for the
Stock.
(c) Consideration to the Company. In consideration for the grant of
the Stock by the Company, you agree to render faithful and efficient
services to the Company or any subsidiary thereof for a period of at least
one (1) year from the Grant Date. Nothing in the Plan or this Agreement
shall confer upon you any right to continue as a member of the Board of
Directors of the Company or
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any subsidiary thereof or shall interfere with or restrict the right of the
Company or its stockholders (or of a subsidiary or its stockholders, as the
case may be) to terminate your service as a director any time for any
reason whatsoever, with or without cause.
3. Restrictions on the Stock. All shares of Stock received by you pursuant
to this Agreement (including any shares received with respect to shares of Stock
as a result of stock dividends, stock splits or any other form of
recapitalization) shall be subject to the following restrictions which are also
set forth in the Plan:
(a) The shares of Stock may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of or encumbered until the
restrictions set forth in Section 3(b) lapse and are removed and the shares
have vested as provided in Section 3(d), and any additional requirements or
restrictions contained in this Agreement or in the Plan have been
satisfied, terminated or expressly waived by the Company in writing.
(b) If your service as a director of the Company is terminated for any
reason other than your death or total disability, you shall forfeit to the
Company all of the shares of Stock which are, at the date of such
termination of service, still subject to the vesting restrictions set forth
in the Plan and Section 3(d), and the Company shall pay to you the amount
per share, if any, paid by you for such Stock.
(c) If your service as a director of the Company is terminated because
of death or total disability, all restrictions imposed upon the Stock shall
lapse and be removed (and the Stock shall become fully vested) as to all
shares of the Stock upon such termination of service.
(d) The restrictions imposed under Section 3(b) shall lapse and be
removed (and the Stock shall vest) in accordance with the following rules:
(i) Subject to the provisions of Subparagraphs (ii) and (iii)
below, as of the date of each of the next three regular annual
meetings of stockholders of the Company at which directors are to be
elected following the Grant Date, the restrictions imposed under
Section 3(b) shall lapse and be removed with respect to 2,400 of the
shares of the Stock.
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(ii) If your service as a director of the Company is terminated
because of death or total disability, the restrictions imposed under
Section 3(b) upon the Stock shall lapse and be removed (and the Stock
shall become fully vested) as to all shares of the Stock as of the
date of such termination.
(iii) In the event of a Change in Control, the restrictions
imposed under Section 3(b) upon the Stock shall lapse and be removed
(and the Stock shall become fully vested) as to all shares of the
Stock as of the date of such Change in Control.
In order to enforce the foregoing restrictions, the Board may (i) require that
the certificates representing the shares of Stock remain in the physical custody
of the Company or in book entry until any or all of such restrictions expire or
have been removed, and (ii) may cause a legend or legends to be placed on the
certificates which make appropriate reference to the restrictions imposed under
the Plan. As used herein, the term "total disability" shall mean the inability,
by reason of mental or physical illness or accident, to perform the duties of a
director of the Company, which disability is expected to continue for a period
of at least twelve (12) months. Any determination as to the date and extent of
any disability shall be made by the Board upon the basis of such information as
the Board deems necessary or desirable.
4. Voting and Other Rights. Excluding the right to transfer and subject to
the restrictions herein, during the period prior to the lapse and removal of the
restrictions set forth in Section 3 above, except as otherwise provided herein,
you shall have all of the rights of a stockholder with respect to all of the
Stock, including without limitation the right to vote such Stock and the rights
to receive all dividends or other distributions with respect to such Stock;
provided, however, that any shares received with respect to shares of Stock as a
result of stock dividends, stock splits or any other form of recapitalization
shall also be subject to the restrictions set forth in the Plan and this
Agreement. In connection with the payment of such dividends or other
distributions, you hereby authorize the Company to deduct any taxes or other
amounts required by any governmental authority to be withheld and paid over to
such authority for your account/accounting issue.
5. Expiration of the Restricted Term. Except to the extent governed by
Section 6, upon the lapse and removal of the restrictions applicable to all or
any portion of the Stock as provided in Section 3 above: (a) you hereby agree,
with respect to such Stock, to pay to the Company, an amount sufficient to
satisfy any taxes or other amounts required by any governmental authority to be
withheld and paid over
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to such authority for your account, or to otherwise make arrangements
satisfactory to the Board for the payment of such amounts, and (b) you hereby
agree that if requested by the Board, you will make appropriate representations
in a form satisfactory to the Board that such Stock will not be sold other than
(i) pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Act"), or an applicable exemption from the registration
requirements of such Act and (ii) in compliance with all applicable state
securities laws and regulations.
6. Section 83(b) Election. If you elect, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended (or any successor thereto), or
comparable provisions of any state tax law, to include any amount in your gross
income in connection with your receipt of the Stock, you hereby agree (a) to
promptly notify the Company of such election and (b) to pay to the Company, in
the form of cash or a certified or bank cashier's check, an amount sufficient to
satisfy any taxes or other amounts required by any governmental authority to be
withheld or paid over to such authority for your account, or to otherwise make
arrangements satisfactory to the Board for the payment of such amounts.
7. Agreement Subject to Plan. This Agreement is made pursuant to all of the
provisions of the Plan, which is incorporated herein by this reference, and is
intended, and shall be interpreted in a manner, to comply therewith. Any
provisions hereof which is inconsistent with the Plan shall be superseded by and
governed by the Plan.
8. Stock Split, Reorganization, Merger, etc. If the outstanding shares of
the Common Stock of the Company are increased, decreased or exchanged for a
different number or kind of shares or other securities, or if additional shares
or new or different shares or other securities are distributed in respect of
such shares of Common Stock (or any stock or securities received with respect to
such Common Stock), through merger, consolidation, sale or exchange of all or
substantially all of the properties of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, spin-off or other distribution in respect of such shares of Common Stock
(or any stock or securities received with respect to such Common Stock), an
appropriate and proportionate adjustment shall be made in (i) the number and
kind of shares of Common Stock (or other securities or property) with respect to
which awards may be granted or awarded, (ii) the number and kind of shares of
Common Stock (or other securities or property) subject to outstanding awards,
(iii) the grant or exercise price with respect to any award, and (iv) the
repurchase price, if any, with respect to any award. Any other consideration
that you receive as a result of any such transaction shall be free of all
restrictions set forth herein; provided, however, that any shares received with
respect to shares of Stock as a result of stock dividends, stock splits or any
other form of
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recapitalization shall also be subject to the restrictions set forth in the Plan
and this Agreement.
9. Governing Law. This Agreement shall be governed by, interpreted under,
and construed and enforced in accordance with the internal laws, and not the
laws pertaining to conflicts or choices of laws, of the State of California
applicable to agreements made and to be performed wholly within the State of
California.
10. Agreement Binding on Successors. The terms of this Agreement shall be
binding upon you and upon your heirs, executors, administrators, personal
representatives, transferees, assignees and successors in interest, and upon the
Company and its successors and assignees.
11. No Assignment. Notwithstanding anything to the contrary in this
Agreement, neither this Agreement nor any rights granted herein shall be
assignable by you.
12. Costs of Litigation. In any action at law or in equity to enforce any
of the provisions or rights under this Agreement or the Plan, the unsuccessful
party to such litigation, as determined by the court in a final judgment or
decree, shall pay the successful party or parties all costs, expenses and
reasonable attorneys' fees incurred by the successful party or parties
(including without limitation costs, expenses and fees on any appeals), and if
the successful party recovers judgment in any such action or proceeding such
costs, expenses and attorneys' fees shall be included as part of the judgment.
13. Necessary Acts. You hereby agree to perform all acts, and to execute
and deliver any documents that may be reasonably necessary to carry out the
provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities and/or tax
laws.
14. Invalid Provisions. If any provision of this Agreement is found to be
invalid or otherwise unenforceable under any applicable laws such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid and
unenforceable provision was not contained herein.
15. Notices. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficient in all respects only if
delivered in
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person or sent via certified mail, postage prepaid, or by expedited mail service
such as Federal Express or DHL, or facsimile, addressed as follows:
If to you: DIRECTOR
[Address]
If to the Company: Allergan, Inc.
2525 Dupont Drive
Irvine, California 92612
Attention: General Counsel
16. Entire Agreement. This Agreement and the Plan contain the entire
agreement and understanding among the parties as to the subject matter hereof.
17. Headings. Headings are used solely for the convenience of the parties
and shall not be deemed to be a limitation upon or descriptive of the contents
of any such Section
18. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and taken together shall constitute one
and the same document.
19. Amendment. No amendment or modification hereof shall be valid unless it
shall be in writing and signed by all parties hereto.
If you are in agreement with the foregoing, please fill in the information
below, sign this Agreement, and return it to the Company to the attention of the
General Counsel.
ALLERGAN, INC.
By:
------------------------------------
David E.I. Pyott,
Chairman of the Board and Chief
Executive Officer
ACCEPTANCE
The undersigned hereby agrees to receive from ALLERGAN, INC. 7,200 shares
of the Common Stock of the Company, and agrees to be bound by, and to comply
with, the terms and provisions of the Plan and the foregoing Agreement.
Dated: ____________________, 20__.
________________________________________
________________________________________
(Please print your name exactly as you
wish it to appear on your Stock
Certificate. If you want the transfer
agent to use an address other than the
one indicated on p. __, provide that
address to the left.)