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ALPHARMA INC.
EMPLOYEE STOCK PURCHASE PLAN
March
11, 2008
1. History of The Plan . This plan was
originally adopted by A.L. Laboratories, Inc. on September 7, 1990
as the A.L. Laboratories, Inc. Employee Stock Purchase Plan with an
effective date of October 1, 1990. The Plan was subsequently
amended from time to time and amended and restated in its entirety,
effective as of October 1, 2002 as the Alpharma Inc. Employee Stock
Purchase Plan (the "Plan"). The Plan was last amended and restated
in its entirety effective as of January 1, 2005. The Plan is being
amended and restated in its entirety effective as of March 11,
2008.
The Plan is maintained by Alpharma Inc. (the
"Company") and any of its domestic or international subsidiaries
that may adopt the Plan from time to time (each such adopting
subsidiary referred to herein as a "Covered Entity") with the
Company's consent.
2. Purpose . The purpose of the Plan is
to give employees wishing to do so a convenient means of purchasing
shares of Alpharma Inc. Class A Common Stock (the "Shares") through
after-tax payroll deductions, supplemented by contributions made by
the Company or a Covered Entity. The Company believes that
ownership of Shares by employees will foster greater employee
interest in the Company's growth and development.
3. Effective Date . The "effective date"
of this amendment and restatement of the Plan is March 11,
2008.
4. Plan Administration . The Plan shall
be administered by a committee appointed for such purpose by the
Company's Board of Directors (the "Benefits Committee"). As Plan
administrator, the Benefits Committee shall have complete control
of the administration of the Plan, which includes the determination
of employees' eligibility for participation in accordance with the
standards set forth in Section 6 hereof, the interpretation of
provisions of the Plan, the adoption of any rules or regulations
which may be necessary, advisable or desirable in the operation of
the Plan, including restrictions on the sale by employees of Shares
purchased under the Plan, and the delegation of certain of the
duties of the Benefits Committee to an agent to facilitate the
purchase and transfer of Shares and to otherwise assist in the
administration of the Plan. The Benefits Committee shall control
the general administration of the Plan with all powers necessary to
enable it to carry out its duties in that respect, except that, if
for any reason a Benefits Committee shall not have been appointed
or shall cease to exist or function, all authority and duties of
the Benefits Committee under this Plan shall be vested in and
exercised by the Board of Directors of the Company.
5. Number of Shares . Two million one
hundred fifty thousand (2,150,000) Shares are available for
purchase under the Plan. This Share limitation is subject to
adjustment to reflect subsequent stock splits, stock dividends,
recapitalizations or other capital changes affecting the
Shares.
6. Eligibility . Any employee of the
Company or a Covered Entity shall be eligible to participate in the
Plan on the January 1, April 1, July 1 or October 1 (or
at special entry dates approved by the Benefits Committee)
coinciding with or next following the completion of three months of
employment (the "Plan Entry Date") provided such employee
(i) regularly works at least 9 months during the calendar year
(or the Company anticipates as of the Plan Entry Date that the
employee shall work at least 9 months during the calendar year),
(ii) has an average work week of 20 hours or more during the period
worked, (iii) has attained age 18, (iv) does not, and shall
not by reason of participating in the Plan, own stock in the
Company possessing 5% or more of the total combined voting power or
the value of all classes of stock of the Company or its subsidiary
corporations, and (v) is not an employee of a domestic or
international subsidiary of the Company which is (a) prohibited by
law from participating in the Plan, or (b) in the discretion of the
Benefits Committee, precluded from participating in the Plan by
government regulation or other action ("Eligible Employees"). The
Benefits Committee shall determine which employees are eligible to
participate in the Plan in accordance with the standards set forth
in this Section.
Notwithstanding the foregoing, employees of the
Company's Active Pharmaceutical Ingredients business shall not be
eligible to participate in the Plan after March 31, 2008. In the
event that the sale of the Company's Active Pharmaceutical
Ingredients business does not close by August 1, 2008, the
employees of the Company's Active Pharmaceutical Ingredients
business shall be eligible to participate in the Plan on the first
day of the following calendar quarter.
7. Participation . Participation in the
Plan is entirely voluntary. An Eligible Employee may become a
participant at a Plan Entry Date by submitting an election to
participate on a form supplied by the Company and submitting such
form to the Company at least 30 days prior to the Plan Entry Date
(or otherwise in accordance with administrative procedures approved
by the Benefits Committee) on which that Eligible Employee would
like to begin participation.
8. Payroll Deductions and Other
Contributions . A participant may authorize payroll deductions
under the Plan, in an amount equal to one to four percent (in whole
percentages) of a participant's compensation paid by the Company or
other Covered Entity during the Plan Quarter. For this purpose,
"compensation" means the basic earnings paid to the participant
excluding overtime pay, bonuses and commissions and any other
incentive pay. For purposes of the preceding sentence, a
participant's compensation paid by the Company or Covered Entities
shall include any salary reduction amounts elected by the
participant and credited to a qualified or nonqualified deferred
compensation program during the Plan Year notwithstanding the fact
that amounts deferred under such programs are not reflected on the
participant's federal withholding tax statement, Form W-2 (or other
comparable wage statement designated by the Company).
Payroll deductions can be changed as of the
beginning of any calendar quarter only by giving written notice to
the Company adequately in advance of the beginning of such calendar
quarter. Reductions in payroll deductions to zero may be changed
effective as of the next payroll date, by giving written notice to
the Company adequately in advance of such payroll date. The
Benefits Committee may prospectively impose restrictions on
participants who reduce their payroll deductions to zero.
9. Contributions by the Company . The
Company or the Covered Entity by whom a participant is employed on
the last day of a calendar quarter will make contributions to the
Plan in an amount equal to 50% of the total amount of participant
contributions paid to the Plan during such quarter. Such
contributions, whether made by the Company or a Covered Entity, as
appropriate, are sometimes referred to herein as "Company
Contributions." Neither the Company nor the Covered Entity shall be
required to make any contributions for a participant for the Plan
Quarter in which such participant's employment terminates. The
Company or the Covered Entity may elect to make such additional
contributions into the Plan in excess of the 50% contribution as
it, in the exercise of its sole discretion, deems appropriate.
These additional contributions to the Plan by the Company or the
Covered Entity in excess of 50% ("Company Voluntary
Contributions"), if any, shall be made on an ad hoc basis and may
vary based upon the discretion of the management of the employing
entity with the consent of the Benefits Committee. The Benefits
Committee shall distribute Company Voluntary Contributions among
participants in any manner the Company desires, and the Company or
Covered Entity may direct that such Company Voluntary Contributions
be distributed in a manner other than in proportion to the
participants' own contributions to the Plan.
10. The Plan Year . The Plan shall
operate on a fiscal year beginning on the first day of January in
each year and ending on the 31st day of December. This fiscal year
is referred to herein as the "Plan Year."
11. Plan Quarters . The Plan Year shall
be divided into four Plan quarters ending March 31, June 30,
September 30 and December 31. Each such quarter is referred to
herein as a "Plan Quarter." Notwithstanding the foregoing, with
respect to participants whose employment is transferred from the
controlled group that includes the Company to the controlled group
that includes Actavis Group hf. on December 16, 2005, the last day
of the Plan Quarter shall mean December 16, 2005 rather than
December 31, 2005.
12. Allocation of Participant and Company
Contributions . The Benefits Committee will establish a "cash
account" and a "Share account" for each participant under the Plan
for bookkeeping purposes. As soon as practicable on or after the
last day of each Plan Quarter, but in no case later than the
fifteenth day of the month immediately following the end of the
Plan Quarter, the Benefits Committee will credit each participant's
cash account with such participant's payroll deductions during the
Plan Quarter ("Credited Payroll Deductions"), and will pay and
allocate the Company Contributions applicable to such participant.
The date of crediting of such Credited Payroll Deductions and
Company Contributions is referred to herein as the "Deduction
Crediting Date".
The Benefits Committee will allocate Company
Contributions to each participant's cash account in an amount equal
to 50% of each participant's Credited Payroll Deductions; provided,
however, that Company Voluntary Contributions may be allocated
among participants' accounts in any manner the Company may choose.
The Company shall not be required to pay or accrue interest on
payroll deductions, the cash balances in participants' cash
accounts or on the value of participants' Share accounts.
Benefits or rights which any person may expect
to receive (contingently or otherwise) under the Plan may not be
assigned or pledged.
13. Share Purchases . The Benefits
Committee shall determine before the end of each Plan Quarter the
number of Shares to be purchased for the benefit of participants,
and whether such Shares shall be purchased on the open market, by
private purchase or from the Company. The Benefits Committee shall
then promptly notify its agent, if any, of this determination.
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