exv10w4



 





EXHIBIT 10.4




	 	 	 
	DEFERRED DIRECTORS’ FEE PROGRAM

	 	ALLERGAN





 




ALLERGAN BOARD OF DIRECTORS




Restated effective July 30, 2007




PURPOSE



To provide nonemployee directors of Allergan, Inc., with a means to defer income until
termination of status as a director.



 




ELIGIBILITY




Directors of Allergan, Inc., entitled to directors’ fees.


 




PROCEDURE



The amount or percentage of the annual directors’ retainer and meeting fees to be deferred
must be specified by the director in writing to Allergan, Inc. no later than December 31
of the prior calendar year. The election is irrevocable for that calendar year. In subsequent
years, no deferral will take place unless a new election is made by the director. The amount
deferred is an offset against and cannot exceed the amount of the directors’ fees for that calendar
year. If, at the end of any calendar year, the average total cash compensation amount per
nonemployee director has increased by more than 30% over the prior calendar year average, then the
Allergan Board of Directors, or a committee comprised solely of nonemployee directors, shall be
required to review and reapprove the program.



 




ADJUSTMENT FACTOR



Deferred amounts are treated as having been invested in Allergan Common Stock (Stock Value
Factor).



 




STOCK VALUE FACTOR



Amounts deferred in a calendar year will be treated as having been invested in shares of
Allergan Common Stock.





	1.	 	The share price will be calculated to the nearest one-thousandth of a share at the
closing price of Allergan Common Stock on the New York Stock Exchange on the day in which
payment in cash otherwise (but for the election to defer) would have been paid.
	 
	2.	 	Allergan Common Stock dividends or other distributions will be credited to each
participant’s account on the payment date for stockholders of record. These
dividends/distributions will be treated as having been invested in Allergan Common Stock. The
share price will be calculated in the same manner as (1.) above.
	 
	3.	 	The total number of shadow shares in a participant’s account will be valued using the
per share price of Allergan Common Stock at the end of each quarter.
	 
	4.	 	In the event of installment payments, the participant’s entitlement will be valued at
the per share closing price of Allergan Common Stock on the last day preceding the date of
that installment payment.




 




	 	 	 	 	 
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EXHIBIT 10.4



 




PAYMENTS



Effective for all deferrals allocated to participant accounts after December 31, 1999, all
payments will be made in shares of Allergan Common Stock, with the total number of shares of
Allergan Common Stock issued to each participant being equal to the number of shadow shares in the
participant’s account. In addition, each participant may elect to receive payments for amounts
deferred prior to 2000 in shares of Allergan Common Stock (rather than in cash). No fractional
shares shall be issued under the program, and all share amounts shall be rounded down to the
nearest whole share.



Payment of the deferred amounts shall be in a lump sum, unless an irrevocable election is made by
the participant for payment in installments. For new participants, such election must be made
within 30 days after the date that the director first becomes a participant and shall apply to all
amounts deferred under this program. For current participants as of the effective date of this
restated program, a director may make an election for installment payments if the election is made
prior to December 31, 2007, and the director’s service does not terminate on or prior to December
31, 2007. If a participant elects installment payments, the number of installments will be the
lesser of ten or twice the number of years the director participated in the program.





	1.	 	If the participant’s service as a director terminates between January 1 and
June 30, the lump sum payment or the first installment will be paid no later than
December 31 of the year of termination.
	 
	2.	 	If the participant’s service as a director terminates between July 1 and
December 31, the lump sum payment or the first installment, may be deferred at the
discretion of Allergan, Inc., until the January immediately following termination.
	 
	3.	 	If payment is made in installments, the second installment will be paid during January
of the year following the year in which the first installment was paid and all remaining
installments will be paid annually in the month of January.
	 
	4.	 	In the event of the participant’s death, payments will be made in a lump sum to the
designated beneficiary.




 




QUARTERLY STATEMENTS



Each participant will receive a quarterly statement on the value of his or her account.



 




SHARES OF COMMON STOCK SUBJECT TO THE PROGRAM



The aggregate number of shares that may be issued under this program is 843,812 (on a
post-2007 stock split basis). The Common Stock to be issued under this program will be made
available from either authorized but unissued shares of Common Stock or from previously issued
shares of Common Stock reacquired by the Company, including shares purchased in the open market.



If the outstanding shares of Allergan Common Stock are increased, decreased or exchanged for a
different number or kind of shares or other securities, or if additional shares or new or different
shares or other securities are distributed in respect of such shares of Common Stock (or any stock
or securities received with respect to such Common Stock), through merger, consolidation, sale or
exchange of all or



 




	 	 	 	 	 
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EXHIBIT 10.4



substantially all of the properties of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock split, spin-off or
other distribution in respect of such shares of Common Stock (or any stock or securities received
with respect to such Common Stock), an appropriate and proportionate adjustment shall be made in
(i) the maximum number of securities issuable under the program and (ii) the number and kind of
shadow shares in each account. The Board’s determination of the adjustments required shall be
final, binding and conclusive. No fractional interests shall be issued under the program on
account of any such adjustment.



No shares of Allergan Common Stock will be issued under this program unless and until all
applicable requirements imposed by federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction and by any stock exchange upon which
the Allergan Common Stock may be listed have been fully met. As a condition precedent to the
issuance of shares of Allergan Common Stock, the Company may require the participant to take
reasonable action to comply with such requirements.



 




	 	 	 	 	 
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