ALLERGAN, INC.
2003 NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
This
Non-qualified Stock Option Agreement (“Agreement”) is
entered into as of May , 20
, (the
“Date of Grant”) between Allergan, Inc., a Delaware
corporation (the “Company”), and
, a director of the Company (the
“Director”).
The
Company has adopted and the stockholders of the Company have
approved the 2003 Nonemployee Director Equity Incentive Plan, as
amended (the “Plan”). Pursuant to Section 3.1 of
the Plan and in consideration of the services rendered and to be
rendered by the Director, the Company has granted an option to the
Director upon the terms and conditions set forth in the Plan and
this Agreement.
1.
Number of Option Shares . This Agreement evidences the grant
by the Company to the Director of a non-qualified stock option (the
“Option”) to purchase, from time to time, an aggregate
of 4,500 shares (the “Option Shares”) of the
Company’s Common Stock, par value $0.01 per share (the
“Common Stock”), under Section 3.1 of the Plan,
subject to the terms and conditions and to adjustment as set forth
herein or in the Plan.
2.
Option Purchase Price . Upon exercise of vested Option
Shares, the Director shall pay to the Company $
per Option Share (the “Option Purchase Price”) being
exercised.
3.
Option Expiration Date . Unless terminated sooner in
accordance with the provisions of the Plan or this Agreement, the
right to exercise the Option shall expire on the close of business
on the business day immediately preceding the tenth (10
th ) anniversary of the Date of Grant (the
“Expiration Date”).
4.
Vesting Restrictions . Subject to the provisions of
Section 5 of this Agreement and to adjustment pursuant to
Section 4.2 of the Plan, the Option shall become fully vested
and exercisable as to all Option Shares on the one (1) year
anniversary of the Date of Grant.
5.
Effect of Certain Events on Vesting and Exercise
.
a.
Termination of Service .
(i)
General . If the Director ceases to serve as a director of
the Company for any reason other than such Director’s death
or total disability, any portion of the Option that has not vested
as of such termination of service shall be forfeited.
(ii)
Termination as a Result of Death or Disability . If the
Director ceases to serve as a director of the Company by reason of
such Director’s death or total disability, the Option shall
vest immediately as to the entire number of Option
Shares.
b.
Change of Control . Upon the occurrence of a Change of
Control (as defined in Section 4.3 of the Plan), the Option
shall vest immediately as to the entire number of Option
Shares.
1
c.
Exercise Period Following Termination of Service
.
(i) In
the event the Director ceases to be a director by reason of such
Director’s voluntary resignation or removal for cause, any
unexercised portion of the Option that is vested as of such
termination of service may be exercised by the Director at any time
within three (3) months following such termination of service,
but in no event after the Expiration Date.
(ii) In
the event the Director ceases to be a director other than by reason
of such Director’s voluntary resignation or removal for
cause, any unexercised portion of the Option that is vested as of
such termination of service may be exercised by the Director or by
the Director’s personal representative or by the person or
persons to whom the Option shall have been transferred by will or
the laws of descent and distribution at any time within twelve
(12) months following such termination of service, but in no
event after the Expiration Date.
a. All
or a portion of the vested Option may be exercised in accordance
with procedures (including requisite holding periods) established
from time to time by the Board.
b. Payment
of the aggregate Option Purchase Price for the number of vested
Option Shares for which the Option is being exercised shall be made
(i) in cash or by check, (ii) by delivery of
