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                                                                    EXHIBIT 10.1

                                    AGREEMENT

      This Agreement ("Agreement") dated as of ____________________, is entered
into by and between _________________________ ("Employee"), and Allergan, Inc.,
a Delaware corporation (the "Company"), and amends, restates and supersedes the
Agreement, dated , as amended, between Employee and the Company.

                                    RECITALS

      The Company believes that because of its position in the industry,
financial resources and historical operating results there is a possibility that
the Company may become the subject of a Change in Control (as defined below),
either now or at some time in the future.

      The Company believes that it is in the best interest of the Company and
its stockholders to foster Employee's objectivity in making decisions with
respect to any pending or threatened Change in Control of the Company and to
assure that the Company will have the continued dedication and availability of
Employee as an employee of the Company or one of its affiliates, notwithstanding
the possibility, threat or occurrence of a Change in Control. The Company
believes that these goals can be accomplished by alleviating certain of the
risks and uncertainties with regard to Employee's financial and professional
security that would be created by a pending or threatened Change in Control and
that inevitably would distract Employee and could impair his or her ability to
objectively perform his or her duties for and on behalf of the Company.
Accordingly, the Company believes that it is appropriate and in the best
interest of the Company and its stockholders to provide to Employee compensation
arrangements upon a Change in Control that lessen Employee's financial risks and
uncertainties and that are competitive with those of other corporations.

      With these and other considerations in mind, the Board of Directors of the
Company, acting through its Organization and Compensation Committee, has
authorized the Company to enter into this Agreement with Employee to provide the
protections set forth herein for Employee's financial security following a
Change in Control.

      NOW, THEREFORE, in consideration of the foregoing, it is hereby agreed as
follows:

      1. Term of Agreement. This Agreement shall be effective for the period
commencing on the date first written above and ending on the second anniversary
of such date. The Company may, in its sole discretion and for any reason,
provide written notice of termination (effective as of the then applicable
expiration date) to Employee no later than 60 days before the expiration date of
this Agreement. If written notice is not so provided, this Agreement shall be
automatically extended for an additional period of 12 months past the expiration
date. This Agreement shall continue to be automatically extended for an
additional 12 months at the end of such 12-month period and each succeeding
12-month period unless notice is given in the manner described in this Section.
No termination of this Agreement shall affect Employee's rights hereunder with
respect to a Change in Control which has occurred prior to such termination.

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      2. Purpose of Agreement. The purpose of this Agreement is to provide that,
in the event of a "Change in Control," Employee may become entitled to receive
certain additional benefits, as described herein, in the event of his or her
termination.

      3. Change in Control. As used in this Agreement, the phrase "Change in
Control" shall mean the following and shall be deemed to occur if any of the
following events occur:

            (a) Any "person," as such term is used in Sections 13(d) and 14(d)
      of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a
      "Person"), is or becomes the "beneficial owner," as defined in Rule 13d-3
      under the Exchange Act (a "Beneficial Owner"), directly or indirectly, of
      securities of the Company representing (i) 20% or more of the combined
      voting power of the Company's then outstanding voting securities, which
      acquisition is not approved in advance of the acquisition or within 30
      days after the acquisition by a majority of the Incumbent Board (as
      hereinafter defined) or (ii) 33% or more of the combined voting power of
      the Company's then outstanding voting securities, without regard to
      whether such acquisition is approved by the Incumbent Board;

            (b) Individuals who, as of the date hereof, constitute the Board of
      Directors of the Company (the "Incumbent Board"), cease for any reason to
      constitute at least a majority of the Board of Directors, provided that
      any person becoming a director subsequent to the date hereof whose
      election, or nomination for election by the Company's stockholders, is
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board (other than an election or nomination of an individual
      whose initial assumption of office is in connection with an actual or
      threatened election contest relating to the election of the directors of
      the Company, as such terms are used Rule 14a-11 of Regulation 14A
      promulgated under the Exchange Act) shall, for the purposes of this
      Agreement, be considered as though such person were a member of the
      Incumbent Board of the Company;

            (c) The consummation of a merger, consolidation or reorganization
      involving the Company, other than one which satisfies both of the
      following conditions:

                  (1) a merger, consolidation or reorganization which would
            result in the voting securities of the Company outstanding
            immediately prior thereto continuing to represent (either by
            remaining outstanding or by being converted into voting securities
            of another entity) at least 55% of the combined voting power of the
            voting securities of the Company or such other entity resulting from
            the merger, consolidation or reorganization (the "Surviving
            Corporation") outstanding immediately after such merger,
            consolidation or reorganization and being held in substantially the
            same proportion as the ownership in the Company's voting securities
            immediately before such merger, consolidation or reorganization, and

                  (2) a merger, consolidation or reorganization in which no
            Person is or becomes the Beneficial Owner directly or indirectly, of
            securities of the

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            Company representing 20% or more of the combined voting power of the
            Company's then outstanding voting securities; or

            (d) The stockholders of the Company approve a plan of complete
      liquidation of the Company or an agreement for the sale or other
      disposition by the Company of all or substantially all of the Company's
      assets.

            Notwithstanding the preceding provisions of this Section, a Change
in Control shall not be deemed to have occurred if the Person described in the
preceding provisions of this Section is (1) an underwriter or underwriting
syndicate that has acquired the ownership of any of the Company's then
outstanding voting securities solely in connection with a public offering of the
Company's securities, (2) the Company or any subsidiary of the Company or (3) an
employee stock ownership plan or other employee benefit plan maintained by the
Company (or any of its affiliated companies) that is qualified under the
provisions of the Internal Revenue Code of 1986, as amended. In addition,
notwithstanding the preceding provisions of this Section, a Change in Control
shall not be deemed to have occurred if the Person described in the preceding
provisions of this Section becomes a Beneficial Owner of more than the permitted
amount of outstanding securities as a result of the acquisition of voting
securities by the Company which, by reducing the number of voting securities
outstanding, increases the proportional number of shares beneficially owned by
such Person, provided, that if a Change in Control would occur but for the
operation of this sentence and such Person becomes the Beneficial Owner of any
additional voting securities (other than through the exercise of options granted
under any stock option plan of the Company or through a stock dividend or stock
split), then a Change in Control shall occur.

      4. Effect of a Change in Control. In the event of a Change in Control,
Sections 6 through 10 of this Agreement shall become applicable to Employee.
These Sections shall continue to remain applicable until the second anniversary
of the date upon which the Change in Control occurs. At that point, so long as
the employment of Employee has not been terminated on account of a Qualifying
Termination, as defined in Section 5, this Agreement shall terminate and be of
no further force. If Employee's employment with the Company and its affiliated
companies is terminated on account of a Qualifying Termination on or before such
date, this Agreement shall remain in effect until Employee receives the various
benefits to which he or she has become entitled under the terms of this
Agreement.

      5. Qualifying Termination. If, subsequent to a Change in Control
Employee's employment with the Company and its affiliated companies is
terminated, such termination shall be considered a Qualifying Termination
unless:

            (a) Employee voluntarily terminates his or her employment with the
      Company and its affiliated companies. Employee, however, shall not be
      considered to have voluntarily terminated his or her employment with the
      Company and its affiliated companies if, following the Change in Control,
      Employee's overall compensation is reduced or adversely modified in any
      material respect or Employee's duties are materially changed, and
      subsequent to such reduction, modification or change, Employee elects to
      terminate his or her employment with the Company and its affiliated
      companies. For such purposes, Employee's duties shall be considered to
      have been "materially changed" if,


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      without Employee's express written consent, there is any substantial
      diminution or adverse modification in Employee's overall position,
      responsibilities or reporting relationship, or if, without Employee's
      express written consent, Employee's job location is transferred to a site
      more than 50 miles away from his or her place of employment prior to the
      Change in Control.

            (b) The termination is on account of Employee's death or Disability.
      For such purposes, "Disability" shall mean a physical or mental incapacity
      as a result of which Employee becomes unable to continue the performance
      of his or her responsibilities for the Company and its affiliated
      companies and which, at least 26 weeks after its commencement, is
      determined to be total and permanent by a physician agreed to by the
      Company and Employee, or in the event of Employee's inability to designate
      a physician, Employee's legal representative. In the absence of agreement
      between the Company and Employee, each party shall nominate a qualified
      physician and the two physicians so nominated shall select a third
      physician who shall make the determination as to Disability.

            (c) Employee is involuntarily terminated for "cause." For this
      purpose, "cause" shall be limited to only three types of events:

                  (1) the willful refusal of Employee to comply with a lawful,
            written instruction of the Board so long as the instruction is
            consistent with the scope and responsibilities of Employee's
            position prior to the Change in Control;

                  (2) dishonesty by Employee which results in a material
            financial loss to the Company (or to any of its affiliated
            companies) or material injury to its public reputation (or to the
            public reputation of any of its affiliated companies); or

                  (3) Employee's conviction of any felony involving an act of
            moral turpitude.

            In addition, notwithstanding anything contained in this Agreement to
the contrary, if Employee's employment is terminated prior to a Change in
Control and it is determined that such termination (i) was at the request of a
third party who has indicated an intention or taken steps reasonably calculated
to effect a Change in Control and who subsequently effectuates a Change in
Control (a "Third Party") or (ii) otherwise occurred in connection with, or in
anticipation of, a Change in Control which actually occurs, then, for all
purposes of this Agreement, the date of a Change in Control with respect to
Employee shall mean the date immediately prior to the date of such termination
of Employee's employment.

      6. Severance Payment. If Employee's employment is terminated as a result
of a Qualifying Termination, the Company shall pay Employee within 30 days after
the Qualifying Termination a cash lump sum equal to [3/2/1] times Employee's
"Compensation" (the "Severance Payment").

            (a) For purposes of this Agreement, and subject to Sections 6 (c),
      (d) and (e), below, Employee's "Compensation" shall equal the sum of (i)
      Employee's highest annual salary rate within the five-year period ending
      on the date of

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      Employee's Qualifying Termination plus (ii) a "Management Bonus
      Increment." The Management Bonus Increment shall equal the average of the
      two highest of the last five bonuses paid to Employee under the Management
      Bonus Plan or any successor thereto.

            (b) In lieu of a cash lump sum, Employee may elect to receive the
      Severance Payment provided by this Section in equal annual installments
      over two (2) or three (3) years at Employee's election. Such installments
      shall be paid to Employee on each anniversary of the date of Employee's
      Qualifying Termination, beginning with the first such anniversary and
      continuing on each such anniversary thereafter until fully paid. Such
      election to receive the Severance Payment in installments, and the number
      of installments to receive, may be made and/or revoked by Employee at any
      time prior to the occurrence of a Change in Control by written notice to
      the Secretary of the Company. Upon the occurrence of a Change in Control,
      any such election to receive the Severance Payment in installments that
      has been made and not revoked prior to the Change in Control shall be
      irrevocable and binding on both the Company and Employee. In the event
      that at the time of a Change in Control there is not in effect an election
      by Employee to receive the Severance Payment in installments, such
      Severance Payment shall be paid to Employee in a single cash lump sum as
      provided above.

            (c) If Employee has not participated in the Management Bonus Plan
      (including any successor thereto) for at least two full plan years, then
      the missing bonus component(s) will be computed, for purposes of
      calculating the Management Bonus Increment under this Agreement, by
      reference to the guideline percentage for officers at Employee's grade
      level for the most recently completed bonus period, assuming a 100% target
      bonus for both corporate and individual objectives.

            (d) If Employee's normal severance payment under the Company's
      applicable severance pay policies for a reduction in force would be
      greater than the Compensation described in Section 6(a), above, then
      Employee's "Compensation" for purposes of Section 6(a) shall be such
      greater amount.

            (e) The Severance Payment hereunder is in lieu of any severance
      payment that Employee might otherwise be entitled to from the Company
      under the Company's applicable severance pay policies.

      7. Incentive Compensation Grants. Employee may have received stock option
grants, grants of restricted stock or other incentive compensation awards under
the Allergan, Inc. 1989 Incentive Compensation Plan or other incentive
compensation plans of the Company (collectively the "Incentive Plans"). In the
event of a Qualifying Termination, the Company agrees that any and all such
stock options, restricted stock and other incentive compensation awards that are
outstanding at the time of such termination and that have not previously become
exercisable, payable or free from restrictions, as the case may be, shall
immediately become exercisable, payable or free from restrictions (other than
restrictions required by applicable law or any national securities exchange upon
which any securities of the Company are then listed), as the case may be, in
their entirety, and that the exercise period of any stock option or other
incentive award granted pursuant to any of the Incentive Plans shall continue
for the


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length of the exercise period specified in the grant of the award determined
without regard to Employee's termination of employment.

      8. Retirement Plan. In addition to any retirement benefits that might
otherwise be due Employee under the Allergan, Inc. Pension Plan or any successor
qualified defined benefit plan maintained by the Company (the "Retirement Plan")
or under the Allergan, Inc. Retirement Income Plan and the Allergan, Inc.
Supplemental Executive Benefit Plan or any successor supplemental employee
retirement plan(s) maintained by the Company (collectively the "SERP"), Employee
shall receive additional payments from the Company calculated as set forth in
this Section if Employee is terminated on account of a Qualifying Termination.

            (a) At the time that Employee (or Employee's beneficiary) first
      begins to receive benefits under the Retirement Plan, there shall be
      calculated the difference between the benefit that Employee or Employee's
      beneficiary has begun to receive under the Retirement Plan and/or the SERP
      and the benefit that would have been received if Employee had worked for
      another [3/2/1] years subsequent to the date of the Qualifying
      Termination. For the purpose of the preceding sentence, Employee shall be
      deemed to have received "Earnings" under the Retirement Plan and the SERP
      for the period subsequent to the Qualifying Termination at an annual rate
      equal to his or her Compensation, as calculated under Section 6(a) of this
      Agreement. This difference shall be paid by the Company as a supplemental
      payment to Employee or Employee's beneficiary for the period of time that
      he or she is entitled to the payment that is being supplemented.

            (b) Notwithstanding the preceding subsection, Employee shall not be
      treated under this Section as if he or she had continued employment with
      the Company once Employee elects to commence to receive benefits under the
      Retirement Plan. For example, if Employee elects to commence to receive
      benefits one year after his or her Qualifying Termination, then Employee
      shall be credited with only one year's additional employment under this
      Section, even if Employee is entitled to receive a Severance Payment equal
      to three times his or her Compensation.

            (c) If Employee is not a participant in the Retirement Plan,
      Employee will be provided with the benefits contemplated by the provisions
      of this Section 8 as part of the retirement plan provided by the affiliate
      of the Company in which Employee is employed.

      9. Additional Benefits. In the event of a Qualifying Termination, Employee
shall be entitled to continue to participate in all of the employee benefit
programs available to Employee before the Qualifying Termination, including but
not limited to, group medical insurance, group dental insurance, group-term life
insurance, disability insurance, automobile allowance, gasoline allowance, and a
full allowance for club dues and tax and financial planning. In addition,
Employee shall receive Executive Outplacement benefits of a type and duration
generally provided to executives at Employee's level. These programs shall be
continued at no cost to Employee, except to the extent that tax rules require
the inclusion of the value of such benefits in Employee's income. The programs
shall be continued in the same way and at the same level as immediately prior to
the Qualifying Termination. If Employee is employed by an affiliate of the
Company


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that does not provide the additional benefits enumerated, Employee shall be
entitled to continue to participate in the employee benefit programs in which
Employee had been participating prior to the Qualifying Termination. The
programs shall continue for [3/2/1] years.

      10. Indemnification for Excise Tax. In the event that Employee becomes
entitled to receive a Severance Payment in accordance with the provisions of
Section 6 above, and such Severance Payment or any other benefits or payments
(including transfers of Property) that Employee receives, or is to receive,
pursuant to this Agreement or any other agreement, plan or arrangement with the
Company in connection with a Change in Control of the Company ("Other Benefits")
shall be subject to the tax imposed pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code") (or any successor thereto) or any
comparable provision of state law (an "Excise Tax"), the following rules shall
apply:

            (a) The Company shall pay to Employee, within 30 days after
      Employee's Qualifying Termination, an additional amount (the "Gross-Up
      Payment") such that the net amount retained by Employee, after deduction
      of any Excise Tax with respect to the Severance Payments or the Other
      Benefits and any federal, state and local income tax, employment tax and
      Excise Tax upon such Gross-Up Payment, is equal to the amount that would
      have been retained by Employee if such Excise Tax were not applicable, as
      determined by the accounting firm (the "Auditors") serving as the
      Company's independent auditors immediately prior to the Change in Control.
      It is intended that Employee shall not suffer any loss or expense
      resulting from the assessment of any Excise Tax or the Company's
      reimbursement of Employee for payment of any such Excise Tax.

            (b) For purposes of determining whether any of the Severance
      Payments or Other Benefits will be subject to an Excise Tax and the amount
      of such Excise Tax, (i) any other payment or benefits received or to be
      received by Employee in connection with a Change in Control of the Company
      or Employee's termination of employment (whether pursuant to the terms of
      this Agreement or any other plan, arrangement or agreement with the
      Company, any person whose actions result in a Change in Control or any
      person affiliated with the Company or such person) shall be treated as
      "parachute payments" within the meaning of Section 280G(b)(2) of the Code
      (or any successor thereto), and all "excess parachute payments" within the
      meaning of Section 280G(b)(1) of the Code (or any successor thereto) shall
      be treated as subject to the Excise Tax, unless in the opinion of tax
      counsel selected by the Auditors and acceptable to Employee such other
      payments or benefits (in whole or in part) do not constitute parachute
      payments, or such excess parachute payments (in whole or in part)
      represent reasonable compensation for services actually rendered within
      the meaning of Section 280G(b)(4) of the Code (or any successor thereto),
      (ii) the amount of the Severance Payments and Other Benefits which shall
      be treated as subject to the Excise Tax shall be equal to the lesser of
      (A) the total amount of the Severance Payments or Other Benefits or (B)
      the amount of excess parachute payments within the meaning of Sections
      280G(b)(1) and (4) of the Code (or any successor or successors thereto),
      after applying clause (i), above, and (iii) the value of any non-cash
      benefits or any deferred payment or benefit shall be determined by the
      Company's independent auditors in accordance with the principles of
      Sections 280G(d)(3) and (4) of the Code (or any successor or successors
      thereto).


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            (c) For purposes of determining the amount of the Gross-Up Payment,
      Employee shall be deemed to pay federal income taxes at the highest
      marginal rate of federal income taxation in the calendar year in which the
      Gross-Up Payment is to be made and state and local income taxes at the
      highest marginal rates of taxation in the state and locality of Employee's
      residence on the date of Employee's Qualifying Termination, net of the
      maximum reduction in federal income taxes which could be obtained from
      deduction of such state and local taxes.

            (d) In the event that the Excise Tax is subsequently determined to
      be less than the amount taken into account hereunder at the time of
      Employee's Qualifying Termination, Employee shall repay to the Company, at
      the time that the amount of such reduction in Excise Tax is finally
      determined, the portion of the Gross-Up Payment attributable to such
      reduction plus interest on the amount of such repayment at the rate
      provided in Section 1274(b)(2)(B) of the Code (or any successor thereto)
      (the "Applicable Rate"). In the event that the Excise Tax is determined to
      exceed the amount taken into account hereunder at the time of such
      Qualifying Termination (including by reason of any payment the existence
      or amount of which cannot be determined at the time of the Gross-Up
      Payment), the Company shall make an additional Gross-Up Payment in respect
      of such excess (plus interest, determined at the Applicable Rate, payable
      with respect to such excess) at the time that the amount of such excess is
      finally determined.

      11. Rights and Obligations Prior to a Change in Control. Except as
otherwise provided in the last paragraph of Section 5, prior to a Change in
Control, the rights and obligations of Employee with respect to his or her
employment by the Company shall be determined in accordance with the policies
and procedures adopted from time to time by the Company and the provisions of
any written employment contract in effect between the Company and Employee from
time to time. Except as otherwise provided in the last paragraph of Section 5,
this Agreement deals only with certain rights and obligations of Employee
subsequent to a Change in Control, and the existence of this Agreement shall not
be treated as raising any inference with respect to what rights and obligations
exist prior to a Change in Control. Unless otherwise expressly set forth in a
separate employment agreement between Employee and the Company, the employment
of Employee is at-will, and Employee or the Company may terminate Employee's
employment with the Company at any time and for any reason, with or without
cause, provided that if such termination occurs within two years after a Change
in Control and constitutes a Qualifying Termination (as defined in Section 5
above) the provisions of this Agreement shall govern the payment of the
Severance Payment and certain other benefits as provided herein.

      12. Non-Exclusivity of Rights. Subject to Section 6(d) above, nothing in
this Agreement shall prevent or limit Employee's continuing or future
participation in any benefit, bonus, incentive or other plan or program provided
by the Company or any of its affiliated companies and for which Employee may
qualify, nor shall anything herein limit or otherwise affect (except as provided
in Section 7 above) such rights as Employee may have under any stock option or
other agreements with the Company or any of its affiliated companies. Except as
otherwise provided in Section 6(d) above, amounts which are vested benefits or
which Employee is otherwise entitled to receive under any plan or program of the
Company or any of its affiliated companies at or subsequent to


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the date of any Qualified Termination shall be payable in accordance with such
plan or program.

      13. Confidentiality Covenant. Employee hereby agrees that Employee shall
not, directly or indirectly, disclose or make available to any person, firm,
corporation, association or other entity for any reason or purpose whatsoever,
any Confidential Information (as hereinafter defined). Employee agrees that,
upon termination of Employee's employment with the Company, all Confidential
Information in Employee's possession that is in written or other tangible form
(together with all copies or duplicates thereof, including computer files) shall
be returned to the Company and shall not be retained by Employee or furnished to
any third party, in any form except as provided herein; provided, however, that
Employee shall not be obligated to treat as confidential, or return to the
Company copies of any Confidential Information that (i) was publicly known at
the time of disclosure to Employee, (ii) becomes publicly known or available
thereafter other than by any means in violation of this Agreement or any other
duty owed to the Company by any person or entity, or (iii) is lawfully disclosed
to Employee by a third party. As used in this Agreement, the term "Confidential
Information" means: information disclosed to Employee or known by Employee as a
consequence of or through Employee's relationship with the Company, about the
products, research and development efforts, regulatory efforts, manufacturing
processes, customers, employees, business methods, public relations methods,
organization, procedures or finances, including, without limitation, information
of or relating to customer lists, of the Company and its affiliates.

      14. Non-Solicitation Covenant. Employee hereby agrees that during
Employee's employment by the Company and for the period commencing on the date
of termination of Employee's employment with the Company and ending on the first
anniversary thereof, Employee shall not, either on Employee's own account or
jointly with or as a manager, agent, officer, employee, consultant, partner,
joint venturer, owner or shareholder or otherwise on behalf of any other person,
firm or corporation, directly or indirectly solicit or attempt to solicit away
from the Company any of its officers or employees or offer employment to any
person who, on or during the six (6) months immediately preceding the date of
such solicitation or offer, is or was an officer or employee of the Company;
provided, however, that a general advertisement to which an employee of the
Company responds shall in no event be deemed to result in a breach of this
Section 14.

      15. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counter-claim, recoupment,
defense or other claim, right or action which the Company may have against
Employee or others. In no event shall Employee be obligated to seek other
employment or to take any other action by way of mitigation of the amounts
payable to Employee under any of the provisions of this Agreement. The Company
agrees to pay, to the full extent permitted by law, all legal fees and expenses
which Employee may reasonably incur as a result of any contest (regardless of
the outcome thereof) by the Company or others of the validity or enforceability
of, or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by Employee about the
amount of any payment pursuant to Section 10 of this Agreement), plus in each
case interest at the Applicable Rate (as defined in Section 10 above), unless
the referee or the court, as

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the case may be, determines that the Employee's material claims in such contest
were frivolous or were asserted in bad faith.

      16. Successors.

            (a) This Agreement is personal to Employee, and without the prior
      written consent of the Company shall not be assignable by Employee other
      than by will or the laws of descent and distribution. This Agreement shall
      inure to the benefit of and be enforceable by Employee's legal
      representatives.

            (b) The rights and obligations of the Company under this Agreement
      shall inure to the benefit of and shall be binding upon the successors and
      assigns of the Company.

      17. Governing Law. This Agreement is made and entered into in the State of
California, and the laws of California shall govern its validity and
interpretation in the performance by the parties hereto of their respective
duties and obligations hereunder.

      18. Entire Agreement. This Agreement constitutes the entire agreement
between the parties respecting the benefits due Employee in the event of a
Change in Control followed by a Qualifying Termination, and there are no
representations, warranties or commitments, other than those set forth herein,
which relate to such benefits. This Agreement may be amended or modified only by
an instrument in writing executed by all of the parties hereto.

      19. Dispute Resolution.

            (a) Any controversy or dispute between the parties involving the
      construction, interpretation, application or performance of the terms,
      covenants, or conditions of this Agreement or in any way arising under
      this Agreement (a "Covered Dispute") shall, on demand by either of the
      parties by written notice served on the other party in the manner
      prescribed in Section 20 hereof, be referenced pursuant to the procedures
      described in California Code of Civil Procedure ("CCP") Sections 638, et
      seq., as they may be amended from time to time (the "Reference
      Procedures"), to a retired Judge from the Superior Court for the County of
      Los Angeles or the County of Orange for a decision.

            (b) The Reference Procedures shall be commenced by either party by
      the filing in the Superior Court of the State of California for the County
      of Orange of a petition pursuant to CCP Section 638(1) (a "Petition").

      Said Petition shall designate as a referee a Judge from the list of
      retired Los Angeles County and Orange County Superior Court Judges who
      have made themselves available for trial or settlement of civil litigation
      under said Reference Procedures. If the parties hereto are unable to agree
      on the designation of a particular retired Los Angeles County or Orange
      County Superior Court Judge or the designated Judge is unavailable or
      unable to serve in such capacity, request shall be made in said Petition
      that the Presiding or Assistant Presiding Judge of the Orange County
      Superior Court appoint as referee a retired Los Angeles County or Orange
      County Superior Court Judge from the aforementioned list.



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            (c) Except as hereafter agreed by the parties, the referee shall
      apply the law of California in deciding the issues submitted hereunder.
      Unless formal pleadings are waived by agreement among the parties and the
      referee, the moving party shall file and serve its complaint within 15
      days from the date a referee is designated as provided herein, and the
      other party shall have 15 days thereafter in which to plead to said
      complaint. Each of the parties reserves its respective rights to allege
      and assert in such pleadings all claims, causes of action, contentions and
      defenses which it may have arising out of or relating to the general
      subject matter of the Covered Dispute that is being determined pursuant to
      the Reference Procedures. Reasonable notice of any motions before the
      referee shall be given, and all matters shall be set at the convenience of
      the referee. Discovery shall be conducted as the parties agree or as
      allowed by the referee. Unless waived by each of the parties, a reporter
      shall be present at all proceedings before the referee.

            (d) It is the parties' intention by this Section 19 that all issues
      of fact and law and all matters of a legal and equitable nature related to
      any Covered Dispute will be submitted for determination by a referee
      designated as provided herein. Accordingly, the parties hereby stipulate
      that a referee designated as provided herein shall have all powers of a
      Judge of the Superior Court including, without limitation, the power to
      grant equitable and interlocutory and permanent injunctive relief.

            (e) Each of the parties specifically (i) consents to the exercise of
      jurisdiction over his or her person by a referee designated as provided
      herein with respect to any and all Covered Disputes; and (ii) consents to
      the personal jurisdiction of the California courts with respect to any
      appeal or review of the decision of any such referee.

            (f) Each of the parties acknowledges that the decision by a referee
      designated as provided herein shall be a basis for a judgment as provided
      in CCP Section 644 and shall be subject to exception and review as
      provided in CCP Section 645.

      20. Notices. Any notice or communications required or permitted to be
given to the parties hereto shall be delivered personally, sent via facsimile or
via an overnight courier service or be sent by United States registered or
certified mail, postage prepaid and return receipt requested, and addressed or
delivered as follows, or as such other addresses the party addressed may have
substituted by notice pursuant to this Section:

                (a)   If to the Company:        Allergan, Inc.
                                                2525 Dupont Drive
                                                Irvine, California  92612
                                                Attn:  General Counsel

                (b)   If to Employee:



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<PAGE>   12

      21. Captions. The captions of this Agreement are inserted for convenience
and do not constitute a part hereof.

      22. Severability. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein and there shall be deemed substituted for such invalid,
illegal or unenforceable provision such other provision as will most nearly
accomplish the intent of the parties to the extent permitted by the applicable
law. In case this Agreement, or any one or more of the provisions hereof, shall
be held to be invalid, illegal or unenforceable within any governmental
jurisdiction or subdivision thereof, this Agreement or any such provision
thereof shall not as a consequence thereof be deemed to be invalid, illegal or
unenforceable in any other governmental jurisdiction or subdivision thereof.

      23. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one in the same Agreement.

     IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first written above.

                                       ALLERGAN, INC.


                                       By:
                                            ------------------------------------
                                            David E.I. Pyott
                                            President and
                                            Chief Executive Officer


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