September 21, 2006 20 September
Mr. Robert F. Wrobel
Executive Vice President, Chief Legal Officer &
Secretary
Alpharma Inc.
One Executive Drive
Fort Lee, NJ 07024
Re: Retirement Agreement
Dear Bob:
This Retirement separation Agreement (the "Agreement") sets forth
the agreement between you (the "Executive") and Alpharma Inc. (the
"Company") regarding the terms of your retirement from the
Company.
Retirement
The Company and the Executive agree that he shall retire no
earlier than January 15, 2007 nor later than June 30, 2007. The
Company retains the option to choose any date within such period by
giving Executive 30 days notice (the "Retirement Date"). At all
times prior to his Retirement Date, Executive shall continue to be
an employee and executive vice president of the Company, upon the
same terms and conditions of employment as exist at this date
(including without limitation salary and target bonus percentage).
Upon his Retirement Date, Executive shall be deemed to have
"retired" for the purpose of all employee benefit plans and
programs of the Company.
Chief Legal Officer
Executive agrees to relinquish the position of Chief Legal
Officer concurrently with his Retirement Date or, upon at least 30
days notice, at any date after the date hereof as may be chosen by
the Company. Should Executive cease serving as Chief Legal Officer
prior to his Retirement Date, he shall continue to report to the
Chief Executive Officer and agrees to perform, on a full time basis
and to the exclusion of any other business activities, such duties
and assignments of an executive nature reasonably related to his
expertise and experience as are assigned to him by the Chief
Executive Officer. For the purposes of all employee benefit plans
and programs and the letter agreement between the Company and the
Executive dated December 12, 2005 (the "Letter Agreement"),
Executive shall be deemed to be an active employee and a member of
the Chief Executive Officer's Leadership Team at all times prior to
his Retirement Date. The June 29, 2007 payment under the heading
Retention Payment in the Letter Agreement shall be paid to
the Executive on his Retirement Date.
Bonus
Executive shall be eligible for a bonus pursuant to the terms of
the Executive Bonus Plan for the 2006 fiscal year and shall be
awarded a bonus based upon the Plan criteria as applied generally
to other executives with respect to the 2006 fiscal year (without
regard to whether the Executive serves as the Chief Legal Officer
for the full fiscal year). Executive shall be paid a pro rata
portion of his Target Bonus for that portion of the 2007 fiscal
year prior to his Retirement Date. The 2006 bonus payment shall be
made at the time other executives receive bonus payments for such
period. The 2007 bonus shall be paid on the Executive's Retirement
Date.
Severance or Change in Control
Upon the Executive's Retirement Date, notwithstanding Section
7.1 of the Alpharma Inc. Severance Plan (the "Severance Plan"), he
shall receive a lump sum payment equal to the amount due under
Section 4.2(b)(ii) of the Severance Plan and coverage for himself
and his spouse under the Alpharma Health and Welfare Program for
eighteen months at the active employee rate (although the Executive
will be required to pay the entire premium for the six month period
described below). The expiration of such eighteen-month period will
be treated as the initial "Qualifying Event" for purposes of the
Consolidated Omnibus Budget Reconciliation Act ("COBRA"). If the
Executive is a "specified employee" within the meaning of Section
409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended
(the "Code"), the lump sum payment will be made on the date that is
six months following the Executive's Retirement Date. Such lump sum
payment will be adjusted for interest (6% per annum) during the
six-month period beginning on the Retirement Date and ending on the
payment date.
In the event that a binding agreement is executed by the Company
prior to the Executive's Retirement Date with respect to a
transaction which constitutes a "Change in Control", as that term
is defined under the Alpharma Inc. Change in Control Plan ("Change
in Control Plan") and such transaction is consummated on or before
the Executive's Retirement Date, in lieu of the benefits set forth
in the first paragraph of this section, the Executive shall receive
the benefits set forth in the Change in Control Plan, as modified
by the Letter Agreement. If the terms of the Change in Control Plan
(as modified by the Letter Agreement) become applicable to the
Executive, (a) all benefits set forth in paragraph 1 of Appendix A
to the Letter Agreement shall be payable in a lump sum on the
Retirement Date, and (b) the cessation of the Executive's
employment on the Retirement Date shall be deemed to have satisfied
the requirements set forth in the first paragraph under the heading
Special Severance Arrangement in the Letter Agreement.
Notwithstanding anything to the contrary in the Change in Control
Plan or the Letter Agreement, the Executive shall receive coverage
for himself and his spouse under the Alpharma Health and Welfare
Program for eighteen months at the active employee rate (although
the Executive will be required to pay the entire premium for the
six month period described above). The expiration of such
eighteen-month period will be treated as the initial "Qualifying
Event" for purposes of COBRA.
In all events, the Executive will also receive
