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ALLERGAN, INC.
NONEMPLOYEE DIRECTOR
RESTRICTED STOCK AGREEMENT
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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.
(a)
The Stock . For good and valuable consideration, the Company
hereby offers to grant to you 5,400 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 1,800 of the shares
of the Stock.
(ii) If
your service as a director of the Company is terminated because of
death or total disability, the restrictions imposed
under
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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 restric
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