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EXHIBIT 10.10
SECOND AMENDMENT
TO
ALLERGAN, INC. PENSION PLAN
(RESTATED 2005)
The ALLERGAN, INC. PENSION PLAN (RESTATED 2005) (the "Plan") is
hereby
amended as follows:
1. Section 2.14 is amended to read in its entirety as follows:
2.14 Earnings. "Earnings" shall mean the following:
(a) Earnings shall include amounts paid during a Plan Year to
an
Employee by the Company for services rendered, including base
earnings,
commissions and similar incentive compensation, cost of living
allowances
earned within the United States of America, holiday pay, overtime
earnings,
pay received for election board duty, pay received for jury and
witness
duty, pay received for military service (annual training), pay
received for
being available for work, if required (call-in premium), shift
differential
and premium, sickness/accident related pay, vacation pay, vacation
shift
premium, and bonus amounts paid under the (i) Sales Bonus Program,
(ii)
Management Bonus Plan or Executive Bonus Plan, either in cash or
in
restricted stock, and (iii) group performance sharing payments,
such as the
"Partners for Success."
(b) Earnings shall include amounts of salary reduction elected by
the
Employee under a Code Section 401(k) cash or deferred arrangement
or a Code
Section 125 cafeteria plan or a Puerto Rico Code Section 1165(e)
cash or
deferred arrangement, amounts deferred under the Executive
Deferred
Compensation Plan, and amounts paid to an Employee pursuant to a
"split pay
arrangement" between the Company and an Affiliated Company.
(c) Earnings shall not include business expense reimbursements;
Company gifts or the value of Company gifts; Company stock related
options
and payments; employee referral awards; flexible compensation
credits paid
in cash; special overseas payments, allowances and adjustments
including,
but not limited to, pay for cost of living adjustments and
differentials
paid for service outside of the United States (including Puerto
Rico),
expatriate reimbursement payments, and tax equalization payments;
forms of
imputed income; long-term disability pay; payment for loss of
Company car;
Company car allowance; payments for patents or for writing
articles;
relocation and moving expenses; retention and employment
incentive
payments; severance pay; long-term incentive awards, bonuses or
payments;
"Impact Award" payments; "Employee of the Year" payments; "Awards
for
Excellence" payments; special group incentive payments and
individual
recognition payments which are nonrecurring in nature; tuition
reimbursement; and contributions by the Company under the Plan
or
distributions hereunder, any contributions or distributions
pursuant to any
other plan sponsored by the Company and qualified under Code
Section 401(a)
and/or Puerto Rico Code Section 1165 (other than contributions
constituting
salary reduction
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amounts elected by the Employee under a Code Section 401(k) cash
or
deferred arrangement or a Puerto Rico Code Section 1165(e) cash or
deferred
arrangement), any payments under a health or welfare plan sponsored
by the
Company, or premiums paid by the Company under any insurance plan
for the
benefit of Employees.
(d) For purposes of this Section and notwithstanding paragraph
(a)
above, (i) for periods on or after January 1, 2005, Earnings shall
not
include lump sum amounts paid to Employees under the Company's
vacation
buy-back policy, (ii) for periods beginning on or after January 1,
2003, if
a Participant is not an Active Participant at any time during the
month, he
or she shall be deemed to have no Earnings for that month, (iii)
for the
period beginning on April 1, 2001 and ending on December 31, 2002,
if a
Participant is an Employee at any time during a month, Earnings for
that
month shall be the Earnings actually paid to the Participant during
such
month, and (iv) for periods prior to April 1, 2001, if a
Participant is not
an Employee for the entire month, he or she shall be deemed to have
no
Earnings for that month.
(e) Earnings shall not exceed $200,000, as adjusted for
cost-of-living
increases in accordance with Code Section 401(a)(17)(B), for
purposes of
determining all benefits provided under the Plan. Any
cost-of-living
adjustments in effect for a calendar year shall apply to the Plan
Year
beginning with or within such calendar year. For purposes of
determining
benefits provided under the Plan in a Plan Year beginning on or
after
January 1, 2002, Earnings for any prior Plan Year shall not
exceed
$200,000.
2. Section 2.18 is amended to read in its entirety as follows:
2.18 Eligible Retirement Plan. "Eligible Retirement Plan" shall
mean
(i) an individual retirement account or annuity described in Code
Section
408(a) or 408(b), (ii) a qualified retirement plan described in
Code
Section 401(a) or 403(a) that accepts Eligible Rollover
Distributions,
(iii) an annuity contract described in Code Section 403(b) that
accepts
Eligible Rollover Distributions, and (iv) an eligible plan
described in
Code Section 457(b) which is maintained by a state, political
subdivision
of a state, or any agency or instrumentality of a state or
political
subdivision of a state and which agrees to separately account for
amounts
transferred into
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