ALPHARMA INC.
AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
EFFECTIVE JULY 1, 1984
AMENDED OCTOBER 14, 1994
PREAMBLE
This Plan is an unfunded, unqualified
deferred compensation arrangement for a select group, of directors
and highly compensated personnel ("Participants") and all rights of
any Participant hereunder shall be governed and construed strictly
in accordance with the terms of the Plan, as from tine to time
amended.
TERMS AND CONDITIONS
I.
Administration
Full power and authority to construe,
interpret and administer the Deferred Compensation Plan of ALPHARMA
INC. (the "Plan") shall be vested in a committee (the "Committee")
consisting of the Vice President - Finance, Vice President - Human
Resources, Secretary and Treasurer of ALPHARMA INC. (the
"Employer") and/or such other officer(s) of the Employer as the
President may appoint The Committee's interpretations and
construction of the Plan, and its actions thereunder, shall be
binding and conclusive on all persons for all purposes. In
particular, the Committee shall make each determination provided
for in the Plan and may promulgate such rules and regulations as
the Committee considers necessary or appropriate for the
implementation or management of the Plan Any determination so made
shall be conclusive, including the determination of a Participant's
account balance, the amount of charges or credits thereto and the
effectiveness and interpretation of any Deferral Notice. The
Committee may act at a meeting of two or more members or by the
written consent of a majority of its members, which shall for all
purposes constitute a valid and effective act of the Committee
whether or not all members of a Committee were notified of or
approved such act
Committee members may be Participants
in the Plan, but no member of the Committee may participate in any
decision directly affecting the computation of his/her benefits
under the Plan or the approval of any emergency payments requested
by him/her in accordance with the Plan.
No member of the Committee shall be
liable to any person for any action taken or omitted in connection
with the interpretation, construction and administration of this
Plan unless attributable to his/her own willful misconduct or lack
of good faith.
II.
Eligibility
Participants eligible to participate
in the Plan shall include those individuals designated by the Chief
Executive Officer who are in a select group of management or arc
highly compensated.
Ill
Deferred Amounts
A.
Salary, Fees and Commissions,
Each Participant electing to defer
salary, fee or commission compensation shall designate in writing,
the amount (expressed in terms of dollars or a percentage) of such
compensation to be deferred in each succeeding calendar quarter
under the Plan Such notice ("the Deferral Notice") shall be
delivered to a member of the Committee at least thirty (30) days
prior to the beginning to the first calendar quarter with respect
to which compensation is to be deferred. A Deferral Notice may
subsequently be modified or terminated at any time by a Participant
upon thirty (30) days' prior written notice to the Committee but
such modification or termination shall be effective only with
respect to calendar quarters beginning after modifying or
terminations of such notice is received by a member of the
Committee. A deferral as to any calendar quarter shall be effective
only as to the compensation earned (including directors lees) with
respect to the subject calendar quarter, and for this purpose
salaries or fees stated on an annual basis shall be deemed to be
earned in equal proportions during each quarter of the year, and
commissions shall be deemed earned in the calendar quarter in which
such commissions are earned for payment purposes under the
Employer's then prevailing policy.
B.
Bonuses
Each Participant electing to defer
bonus compensation shall designate by a Deferral Notice the amount
(in terms of dollars or a percentage or a combination thereof i.e.,
50% of any amount in excess of $5,000) of bonus compensation to be
deferred annually under the Plan. Such Deferral Notice shall be
delivered to a member of the Committee at least thirty (30) days
prior to the end of the calendar year with respect to which the
bonus is awarded. A Deferral Notice relating to bonus compensation
may be modified or terminated at any time by a Participant upon
thirty (30) days' written notice to the Committee but such
modification or termination shall be effective only with respect to
calendar years which have at least thirty (30) days remaining after
such modifying or terminating notice is received by a member tithe
Committee.
C.
Crediting
The amounts of compensation designated
to be deferred shall be credited, as of the first day of
calendar quarter following the period as to which such
compensation was deferred, to a deferred compensation account (the
"Account") established by the Employer for each Participant. The
Participant shall at all times have a fully vested and
nonforféitable interest in his/her Account The Employer may
establish subaccounts for deferred amounts which are payable at
different times or on different tams.
IV.
Account
Each calendar quarter interest on the
balance of a Account as of the last day of such quarter shall be
credited to each Account (which term includes all subaccounts) at
the rate of two percentage points below the prime rate as published
in the Wall Street Journal on the last day of such quarter,
provided, that in no event shall the rate at which interest is
credited to Accounts exceed 12% or be less than 4%. The amount of
the Account, upon which interest shall be calculated, shall include
amounts of interest previously credited td the Account.
Title to and beneficial ownership of
any assets, whether cash or investments which the Employer may
earmark to pay the deferred compensation hereunder, shall at all
times remain in the Employer. Any such investment (which sh
