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EXHIBIT 10.11
AGREEMENT
This Agreement ("Agreement") dated as of , is entered into by and
between ("Employee"), and Allergan, Inc., a Delaware corporation (the
"Company").
RECITALS
The Company believes that because of its position in the industry,
financial resources and historical operating results there is a possibility that
the Company may become the subject of a Change in Control (as defined below),
either now or at some time in the future.
The Company believes that it is in the best interest of the Company and
its stockholders to foster Employee's objectivity in making decisions with
respect to any pending or threatened Change in Control of the Company and to
assure that the Company will have the continued dedication and availability of
Employee as an employee of the Company or one of its affiliates, notwithstanding
the possibility, threat or occurrence of a Change in Control. The Company
believes that these goals can be accomplished by alleviating certain of the
risks and uncertainties with regard to Employee's financial and professional
security that would be created by a pending or threatened Change in Control and
that inevitably would distract Employee and could impair his or her ability to
objectively perform his or her duties for and on behalf of the Company.
Accordingly, the Company believes that it is appropriate and in the best
interest of the Company and its stockholders to provide to Employee compensation
arrangements upon a Change in Control that lessen Employee's financial risks and
uncertainties and that are competitive with those of other corporations.
With these and other considerations in mind, the Board of Directors of
the Company, acting through its Organization and Compensation Committee, has
authorized the Company to enter into this Agreement with Employee to provide the
protections set forth herein for Employee's financial security following a
Change in Control.
NOW, THEREFORE, in consideration of the foregoing, it is hereby agreed
as follows:
1. Term of Agreement. This Agreement shall be effective from the date
first written above until December 31, 1998. The Company may, in its sole
discretion and for any reason, provide written notice of termination (effective
as of the then applicable expiration date) to Employee no later than 60 days
before the expiration date of this Agreement. If written notice is not so
provided, this Agreement shall be automatically extended for an additional
period of 12 months past the expiration date. This Agreement shall continue to
be automatically extended for an additional 12 months at the end of such
12-month period and each succeeding 12-month period unless notice is given in
the manner described in this Section. No termination of this Agreement shall
affect Employee's rights hereunder with respect to a Change in Control which has
occurred prior to such termination.
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2. Purpose of Agreement. The purpose of this Agreement is to provide
that, in the event of a "Change in Control," Employee may become entitled to
receive certain additional benefits, as described herein, in the event of his or
her termination.
3. Change in Control. As used in this Agreement, the phrase "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"),
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's
then outstanding voting securities;
(b) Individuals who, as of the date hereof, constitute the Board of
Directors of the Company (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 the Company'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
the Company, 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 the Company;
(c) The stockholders of the Company approve a merger or
consolidation with any other corporation, other than
(1) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of another entity) more
than 50% of the combined voting power of the voting securities of
the Company or such other entity outstanding immediately after such
merger or consolidation, and
(2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no person acquires 20% or more of the combined voting power of the
Company's then outstanding voting securities; or
(d) The stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or other
disposition by the Company of all or substantially all of the Company's
assets.
Notwithstanding the preceding provisions of this Section, a Change in Control
shall not be deemed to have occurred (1) if the "person" described in the
preceding provisions of
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this Section is an underwriter or underwriting syndicate that has acquired the
ownership of 20% or more of the combined voting power of the Company's then
outstanding voting securities solely in connection with a public offering of the
Company's securities, or (2) if the "person" described in the preceding
provisions of this Section is an employee stock ownership plan or other employee
benefit plan maintained by the Company (or any of its affiliated companies) that
is qualified under the provisions of the Employee Retirement Income Security Act
of 1974, as amended.
4. Effect of a Change in Control. In the event of a Change in Control,
Sections 6 through 10 of this Agreement shall become applicable to Employee.
These Sections shall continue to remain applicable until the second anniversary
of the date upon which the Change in Control occurs. At that point, so long as
the employment of Employee has not been terminated on account of a Qualifying
Termination, as defined in Section 5, this Agreement shall terminate and be of
no further force. If Employee's employment with the Company and its affiliated
companies is terminated on account of a Qualifying Termination on or before such
date, this Agreement shall remain in effect until Employee receives the various
benefits to which he or she has become entitled under the terms of this
Agreement.
5. Qualifying Termination. If, subsequent to a Change in Control
Employee's employment with the Company and its affiliated companies is
terminated, such termination shall be considered a Qualifying Termination
unless:
(a) Employee voluntarily terminates his or her employment with the
Company and its affiliated companies. Employee, however, shall not be
considered to have voluntarily terminated his or her employment with the
Company and its affiliated companies if, following the Change in Control,
Employee's overall compensation is reduced or adversely modified in any
material respect or Employee's duties are materially changed, and
subsequent to such reduction, modification or change, Employee elects to
terminate his or her employment with the Company and its affiliated
companies. For such purposes, Employee's duties shall be considered to
have been "materially changed" if, without Employee's express written
consent, there is any substantial diminution or adverse modification in
Employee's overall position, responsibilities or reporting relationship,
or if, without Employee's express written consent, Employee's job location
is transferred to a site more than 50 miles away from his or her place of
employment prior to the Change in Control.
(b) The termination is on account of Employee's death or
Disability. For such purposes, "Disability" shall mean a physical or
mental incapacity as a result of which Employee becomes unable to continue
the performance of his or her responsibilities for the Company and its
affiliated companies and which, at least 26 weeks after its commencement,
is determined to be total and permanent by a physician agreed to by the
Company and Employee, or in the event of Employee's inability to designate
a physician, Employee's legal representative. In the absence of agreement
between the Company and Employee, each party shall nominate a qualified
physician and the two physicians so nominated shall select a third
physician who shall make the determination as to Disability.
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(c) Employee is involuntarily terminated for "cause." For this
purpose, "cause" shall be limited to only three types of events:
(1) the willful refusal of Employee to comply with a lawful,
written instruction of the Board so long as the instruction is
consistent with the scope and responsibilities of Employee's
position prior to the Change in Control;
(2) dishonesty by Employee 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
(3) Employee's conviction of any felony involving an act of
moral turpitude.
6. Severance Payment. If Employee's employment is terminated as a result
of a Qualifying Termination, the Company shall pay Employee within 30 days after
the Qualifying Termination a cash lump sum equal to (one, two or three times)
Employee's "Compensation" (the "Severance Payment").
(a) For purposes of this Agreement, and subject to Sections 6 (c ),
(d) and (e), below, Employee's "Compensation" shall equal the sum of (i)
Employee's highest annual salary rate within the five-year period ending
on the date of Employee's Qualifying Termination plus (ii) a "Management
Bonus Increment." The Management Bonus Increment shall equal the average
of the two highest of the last five bonuses paid to Employee under the
Management Bonus Plan or any successor thereto.
(b) In lieu of a cash lump sum, Employee may elect to receive the
Severance Payment provided by this Section in equal annual installments
over two (2) or three (3) years at Employee's election. Such installments
shall be paid to Employee on each anniversary of the date of Employee's
Qualifying Termination, beginning with the first such anniversary and
continuing on each such anniversary thereafter until fully paid. Such
election to receive the Severance Payment in installments, and the number
of installments to receive, may be made and/or revoked by Employee at any
time prior to the occurrence of a Change in Control by written notice to
the Secretary of the Company. Upon the occurrence of a Change in Control,
any such election to receive the Severance Payment in installments that
has been made and not revoked prior to the Change in Control shall be
irrevocable and binding on both the Company and Employee. In the event
that at the time of a Change in Control there is not in effect an election
by Employee to receive the Severance Payment in installments, such
Severance Payment shall be paid to Employee in a single cash lump sum as
provided above.
(c) If Employee has not participated in the Management Bonus Plan
(including any successor thereto) for at least two full plan years, then
the missing bonus component(s) will be computed, for purposes of
calculating the Management Bonus Increment under this Agreement, by
reference to the
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guideline percentage for officers at Employee's grade level for the most
recently completed bonus period, assuming a 100% target bonus for both
corporate and individual objectives.
(d) If Employee's normal severance payment under the Company's
applicable severance pay policies for a reduction in force would be
greater than the Compensation described in Section 6(a), above, then
Employee's "Compensation" for purposed of Section 6(a) shall be such
greater amount.
(e) The Severance Payment hereunder is in lieu of any severance
payment that Employee might otherwise be entitled to from the Company
under the Company's applicable severance pay policies.
7. Incentive Compensation Grants. Employee may have received stock
option grants, grants of restricted stock or other incentive compensation awards
under the Allergan, Inc. 1989 Incentive Compensation Plan or other incentive
compensation plans of the Company (collectively the "Incentive Plans"). In the
event of a Qualifying Termination, the Company agrees that any and all such
stock options, restricted stock and other incentive compensation awards that are
outstanding at the time of such termination and that have not previously become
exercisable, payable or free from restrictions, as the case may be, shall
immediately become exercisable, payable or free from restrictions (other than
restrictions required by applicable law or any national securities exchange upon
which any securities of the Company are then listed), as the case may be, in
their entirety, and that the exercise period of any stock option or other
incentive award granted pursuant to any of the Incentive Plans shall continue
for the length of the exercise period specified in the grant of the award
determined without regard to Employee's termination of employment.
8. Retirement Plan. In addition to any retirement benefits that might
otherwise be due Employee under the Allergan, Inc. Pension Plan or any successor
qualified defined benefit plan maintained by the Company (the "Retirement Plan")
or under the Allergan, Inc. Retirement Income Plan and the Allergan, Inc.
Supplemental Executive Benefit Plan or any successor supplemental employee
retirement plan(s) maintained by the Company (collectively the "SERP"), Employee
shall receive additional payments from the Company calculated as set forth in
this Section if Employee is terminated on account of a Qualifying Termination.
(a) At the time that Employee (or Employee's beneficiary) first
begins to receive benefits under the Retirement Plan, there shall be
calculated the difference between the benefit that Employee or Employee's
beneficiary has begun to receive under the Retirement Plan and/or the SERP
and the benefit that would have been received if Employee had worked for
another (one, two or three years) subsequent to the date of the Qualifying
Termination. For the purpose of the preceding sentence, Employee shall be
deemed to have received "Earnings" under the Retirement Plan and the SERP
for the period subsequent to the Qualifying Termination at an annual rate
equal to his or her Compensation, as calculated under Section 6(a) of this
Agreement. This difference shall be paid by the Company as a supplemental
payment to Employee or Employee's beneficiary for the period of time that
he or she is entitled to the payment that is being supplemented.
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(b) Notwithstanding the preceding subsection, Employee shall not be
treated under this Section as if he or she had continued employment with
the Company once Employee elects to commence to receive benefits under the
Retirement Plan. For example, if Employee elects to commence to receive
benefits one year after his or her Qualifying Termination, then Employee
shall be credited with only one year's additional employment under this
Section, even if Employee is entitled to receive a Severance Payment equal
to three times his or her Compensation.
(c) If Employee is not a participant in the Retirement Plan,
Employee will be provided with the benefits contemplated by the provisions
of this Section 8 as part of the retirement plan provided by the affiliate
of the Company in which Employee is employed.
9. Additional Benefits. In the event of a Qualifying Termination,
Employee shall be entitled to continue to participate in all of the employee
benefit programs available to Employee before the Qualifying Termination,
including but not limited to, group medical insurance, group dental insurance,
group-term life insurance, disability insurance, automobile allowance, gasoline
allowance, and a full allowance for club dues and tax and financial planning. In
addition, Employee shall receive Executive Outplacement benefits of a type and
duration generally provided to executives at Employee's level. These programs
shall be continued at no cost to Employee, except to the extent that tax rules
require the inclusion of the value of such benefits in Employee's income. The
programs shall be continued in the same way and at the same level as immediately
prior to the Qualifying Termination. If Employee is employed by an affiliate of
the Company that does not provide the additional benefits enumerated, Employee
shall be entitled to continue to participate in the employee benefit programs in
which Employee had been participating prior to the Qualifying Termination. The
programs shall continue for (one, two or three years).
10. Indemnification for Excise Tax. In the event that Employee becomes
entitled to receive a Severance Payment in accordance with the provisions of
Section 6 above, and such Severance Payment or any other benefits or payments
(including transfers of Property) that Employee receives, or is to receive,
pursuant to this Agreement or any other agreement, plan or arrangement with the
Company in connection with a Change in Control of the Company ("Other Benefits")
shall be subject to the tax imposed pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code") (or any successor thereto) or any
comparable provision of state law (an "Excise Tax"), the following rules shall
apply:
(a) The Company shall pay to Employee, within 30 days after
Employee's Qualifying Termination, an additional amount (the "Gross-Up
Payment") such that the net amount retained by Employee, after deduction
of any Excise Tax with respect to the Severance Payments or the Other
Benefits and any federal, state and local income tax and Excise Tax upon
such Gross-Up Payment, is equal to the amount that would have been
retained by Employee if such Excise Tax were not applicable. It is
intended that Employee shall not suffer any loss or expense resulting from
the assessment of any Excise Tax or the Company's reimbursement of
Employee for payment of any such Excise Tax.
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(b) For purposes of determining whether any of the Severance
Payments or Other Benefits will be subject to an Excise Tax and the amount
of such Excise Tax, (i) any other payment or benefits received or to be
received by Employee in connection with a Change in Control of the Company
or Employee's termination of employment (whether pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with the
Company, any person whose actions result in a Change in Control or any
person affiliated with the Company or such person) shall be treated as
"parachute payments" within the meaning of Section 280G(b)(2) of the Code
(or any successor thereto), and all "excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code (or any successor thereto) shall
be treated as subject to the Excise Tax, unless in the opinion of tax
counsel selected by the Company's independent auditors and acceptable to
Employee such other payments or benefits (in whole or in part) do not
constitute parachute payments, or such excess parachute payments (in whole
or in part) represent reasonable compensation for services actually
rendered within the meaning of Section 280G(b)(4) of the Code (or any
successor thereto), (ii) the amount of the Severance Payments and Other
Benefits which shall be treated as subject to the Excise Tax shall be
equal to the lesser of (A) the total amount of the Severance Payments or
Other Benefits or (B) the amount of excess parachute payments within the
meaning of Sections 280G(b)(1) and (4) of the Code (or any successor or
successors thereto), after applying clause (i), above, and (iii) the value
of any non-cash benefits or any deferred payment or benefit shall be
determined by the Company's independent auditors in accordance with the
Principles of Sections 280G(d)(3) and (4) of the Code (or any successor or
successors thereto).
(c) For purposes of determining the amount of the Gross-Up Payment,
Employee shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rates of taxation in the state and locality of Employee's
residence on the date of Employee's Qualifying Termination, net of the
maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes.
(d) In the event that the Excise Tax is subsequently determined to
be less than the amount taken into account hereunder at the time of
Employee's Qualifying Termination, Employee shall repay to the Company, at
the time that the amount of such reduction in Excise Tax is finally
determined, the portion of the Gross-Up Payment attributable to such
reduction plus interest on the amount of such repayment at the rate
provided in Section 1274(b)(2)(B) of the Code (or any successor thereto)
(the "Applicable Rate"). In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder at the time of such
Qualifying Termination (including by reason of any payment the existence
or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional Gross-Up Payment in respect
of such excess (plus interest, determined at the Applicable Rate, payable
with respect to such excess) at the time that the amount of such excess is
finally determined.
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11. Rights and Obligations Prior to a Change in Control. Prior to a
Change in Control, the rights and obligations of Employee with respect to his or
her employment by the Company shall be determined in accordance with the
policies and procedures adopted from time to time by the Company and the
provisions of any written employment contract in effect between the Company and
Employee from time to time. This Agreement deals only with certain rights and
obligations of Employee subsequent to a Change in Control, and the existence of
this Agreement shall not be treated as raising any inference with respect to
what rights and obligations exist prior to a Change in Control. Unless otherwise
expressly set forth in a separate employment agreement between Employee and the
Company, the employment of Employee is at-will, and Employee or the Company may
terminate Employee's employment with the Company at any time and for any reason,
with or without cause, provided that if such termination occurs within two years
after a Change in Control and constitutes a Qualifying Termination (as defined
in Section 5 above) the provisions of this Agreement shall govern the payment of
the Severance Payment and certain other benefits as provided herein.
12. Non-Exclusivity of Rights. Subject to Section 6(d) above, nothing in
this Agreement shall prevent or limit Employee's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company or any of its affiliated companies and for which Employee may
qualify, nor shall anything herein limit or otherwise affect (except as provided
in Section 7 above) such rights as Employee may have under any stock option or
other agreements with the Company or any of its affiliated companies. Except as
otherwise provided in Section 6(d) above, amounts which are vested benefits or
which Employee is otherwise entitled to receive under any plan or program of the
Company or any of its affiliated companies at or subsequent to the date of any
Qualified Termination shall be payable in accordance with such plan or program.
13. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counter-claim, recoupment,
defense or other claim, right or action which the Company may have against
Employee or others. In no event shall Employee be obligated to seek other
employment or to take any other action by way of mitigation of the amounts
payable to Employee under any of the provisions of this Agreement. The Company
agrees to pay, to the full extent permitted by law, all legal fees and expenses
which Employee may reasonably incur as a result of any contest (regardless of
the outcome thereof) by the Company or others of the validity or enforceability
of, or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by Employee about the
amount of any payment pursuant to Section 10 of this Agreement), plus in each
case interest at the Applicable Rate (as defined in Section 10 above).
14. Successors.
(a) This Agreement is personal to Employee, and without the prior
written consent of the Company shall not be assignable by Employee other
than by will or the laws of descent and distribution. This Agreement shall
inure to the benefit of and be enforceable by Employee's legal
representatives.
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(b) The rights and obligations of the Company under this Agreement
shall inure to the benefit of and shall be binding upon the successors and
assigns of the Company.
15. Governing Law. This Agreement is made and entered into in the State
of California, and the laws of California shall govern its validity and
interpretation in the performance by the parties hereto of their respective
duties and obligations hereunder.
16. Entire Agreement. This Agreement constitutes the entire agreement
between the parties respecting the benefits due Employee in the event of a
Change in Control followed by a Qualifying Termination, and there are no
representations, warranties or commitments, other than those set forth herein,
which relate to such benefits. This Agreement may be amended or modified only by
an instrument in writing executed by all of the parties hereto.
17. Dispute Resolution.
(a) Any controversy or dispute between the parties involving the
construction, interpretation, application or performance of the terms,
covenants, or conditions of this Agreement or in any way arising under
this Agreement (a "Covered Dispute") shall, on demand by either of the
parties by written notice served on the other party in the manner
prescribed in Section 18 hereof, be referenced pursuant to the procedures
described in California Code of Civil Procedure ("CCP") Sections 638, et
seq., as they may be amended from time to time (the "Reference
Procedures"), to a retired Judge from the Superior Court for the County of
Los Angeles or the County of Orange for a decision.
(b) The Reference Procedures shall be commenced by either party by
the filing in the Superior Court of the State of California for the County
of Orange of a petition pursuant to CCP Section 638(1) (a "Petition").
Said Petition shall designate as a referee a Judge from the list of
retired Los Angeles County and Orange County Superior Court Judges who
have made themselves available for trial or settlement of civil litigation
under said Reference Procedures. If the parties hereto are unable to agree
on the designation of a particular retired Los Angeles County or Orange
County Superior Court Judge or the designated Judge is unavailable or
unable to serve in such capacity, request shall be made in said Petition
that the Presiding or Assistant Presiding Judge of the Orange County
Superior Court appoint as referee a retired Los Angeles County or Orange
County Superior Court Judge from the aforementioned list.
(c) Except as hereafter agreed by the parties, the referee shall
apply the law of California in deciding the issues submitted hereunder.
Unless formal pleadings are waived by agreement among the parties and the
referee, the moving party shall file and serve its complaint within 15
days from the date a referee is designated as provided herein, and the
other party shall have 15 days thereafter in which to plead to said
complaint. Each of the parties reserves its respective rights to allege
and assert in such pleadings all claims, causes of action, contentions and
defenses which it may have arising out of or relating to the general
subject matter of the Covered Dispute that is being determined
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pursuant to the Reference Procedures. Reasonable notice of any motions
before the referee shall be given, and all matters shall be set at the
convenience of the referee. Discovery shall be conducted as the parties
agree or as allowed by the referee. Unless waived by each of the parties,
a reporter shall be present at all proceedings before the referee.
(d) It is the parties' intention by this Section 17 that all issues
of fact and law and all matters of a legal and equitable nature related to
any Covered Dispute will be submitted for determination by a referee
designated as provided herein. Accordingly, the parties hereby stipulate
that a referee designated as provided herein shall have all powers of a
Judge of the Superior Court including, without limitation, the power to
grant equitable and interlocutory and permanent injunctive relief.
(e) Each of the parties specifically (i) consents to the exercise
of jurisdiction over his or her person by a referee designated as provided
herein with respect to any and all Covered Disputes; and (ii) consents to
the personal jurisdiction of the California courts with respect to any
appeal or review of the decision of any such referee.
(f) Each of the parties acknowledges that the decision by a referee
designated as provided herein shall be a basis for a judgment as provided
in CCP Section 644 and shall be subject to exception and review as
provided in CCP Section 645.
18. Notices. Any notice or communications required or permitted to be
given to the parties hereto shall be delivered personally, sent via facsimile or
via an overnight courier service or be sent by United States registered or
certified mail, postage prepaid and return receipt requested, and addressed or
delivered as follows, or as such other addresses the party addressed may have
substituted by notice pursuant to this Section:
(a) If to the Company: Allergan, Inc.
2525 Dupont Drive
Irvine, California 92612
Attn: General Counsel
(b) If to Employee:
19. Captions. The captions of this Agreement are inserted for
convenience and do not constitute a part hereof.
20. Severability. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein and there shall be deemed substituted for such invalid,
illegal or unenforceable provision such other provision as will most nearly
accomplish the intent of the parties to the extent permitted by the
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applicable law. In case this Agreement, or any one or more of the provisions
hereof, shall be held to be invalid, illegal or unenforceable within any
governmental jurisdiction or subdivision thereof, this Agreement or any such
provision thereof shall not as a consequence thereof be deemed to be invalid,
illegal or unenforceable in any other governmental jurisdiction or subdivision
thereof.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one in the same Agreement.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first written above.
Dated: , 1998. ALLERGAN, INC.
By:
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David E.I. Pyott
Chief Executive Officer
Dated: , 1998. ----------------------------------------
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