ALPHARMA INC.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated
Effective as of January 1, 2005)
ALPHARMA INC.
EMPLOYEE STOCK PURCHASE PLAN
Table of Contents
1.
History of The Plan 1
2.
Purpose
1
3.
Effective Date
1
4.
Plan Administration 1
5.
Eligibility
2
6.
Participation 2
7.
Payroll Deductions and Other Contributions 2
8.
Contributions by the Company 3
9.
The Plan Year 3
10. Plan
Quarters 4
11.
Allocation of Participant and Company Contributions 4
12. Share
Purchases
4
13.
Allocation of Shares 5
14.
Issuance, Transfer or Sale of Share Certificates 6
15.
Expenses
7
16. Cash
Dividends and Share Distributions
7
a.
Cash Dividends
7
b.
Share Distributions and Share Splits 7
c.
Share Rights and Warrants
8
d.
Changes in Common Stock 8
17.
Voting Rights 8
18.
Records and Reports to Participants. 8
19.
Termination of Employment 9
20.
Amendment and Termination of the Plan
10
21.
Limitation on Sale of Shares 10
22.
Amendments to Effect Registration
10
ALPHARMA INC.
EMPLOYEE STOCK PURCHASE PLAN
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 is being amended and restated
in its entirety effective as of January 1, 2005.
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 January 1, 2005.
4.
Plan Administration . The Plan shall be administered by a
committee appointed for such purpose by the Company's Board of
Directors (the "Benefit Plans Administrative Committee"). As Plan
administrator, the Benefit Plans Administrative 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
5 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 Benefit
Plans Administrative Committee to an agent to facilitate the
purchase and transfer of Shares and to otherwise assist in the
administration of the Plan. The Benefit Plans Administrative
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 Benefit Plans
Administrative Committee shall not have been appointed or shall
cease to exist or function, all authority and duties of the Benefit
Plans Administrative Committee under this Plan shall be vested in
and exercised by the Board of Directors of the Company.
5.
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 Benefit Plans Administrative 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
Benefit Plans Administrative Committee, precluded from
participating in the Plan by government regulation or other action
("Eligible Employees"). The Benefit Plans Administrative Committee
shall determine which employees are eligible to participate in the
Plan in accordance with the standards set forth in this
Section.
6.
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 Benefit
Plans Administrative Committee) on which that Eligible Employee
would like to begin participation.
7.
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 Benefit
Plans Administrative Committee may prospectively impose
restrictions on participants who reduce their payroll deductions to
zero.
8.
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 Benefit Plans
Administrative Committee. The Benefit Plans Administrative
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.
9.
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."
10.
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.
11.
Allocation of Participant and Company Contributions . The
Benefit Plans Administrative 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 Benefit Plans Administrative 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 Benefit Plans Administrative 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
