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 April ___, 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 (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 2,500 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.
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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 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 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 a
notice that the Director has placed a market sell order with a
broker with respect to shares of Common Sto
