exv10w35



 





Exhibit 10.35




2007 PERFORMANCE OBJECTIVES — CEO AND PRESIDENT



 





TARGET BONUS AS A PERCENTAGE OF BASE SALARY



The 2007 target bonus for the Chief Executive Officer (“CEO”) of Allergan, Inc. (the
“Company”) will be an amount equal to 120% of the CEO’s annual base salary as of the last
day of the 2007 fiscal year. The 2007 target bonus for the President of the Company
(“President”) will be an amount equal to 70% of the President’s annual base salary as of
the last day of the 2007 fiscal year. The 2007 target bonus amounts for the CEO and the President
are referred to herein individually as a “Target Bonus Amount” and collectively as the
“Target Bonus Amounts.”




 

2007 PERFORMANCE OBJECTIVES AND BONUS AMOUNT DETERMINATION



If the Company’s 2007 Adjusted EPS is greater than the Threshold EPS, the CEO and President will be
eligible to receive a bonus based on the following three criteria: (i) 2007 Adjusted EPS, (ii)
2007 Revenue Growth and (iii) 2007 R&D Reinvestment Rate. The bonus (if any) payable will be an
amount determined by multiplying (i) the Target Bonus Amount by (ii) the Target Bonus Multiplier.
In no event, however, will the CEO or President be eligible to receive all or any portion of such
bonus if the Company’s 2007 Adjusted EPS does not exceed the Threshold EPS. For sake of clarity,
if the Company’s performance exceeds any of the targets for 2007 Revenue Growth and/or 2007 R&D
Reinvestment Rate, but actual 2007 Adjusted EPS does not exceed the Threshold EPS, no bonus will be
payable. Payment of the CEO’s and President’s 2007 performance bonus (if any) will be made in
accordance with, and subject to, the terms of the Allergan, Inc. 2006 Executive Bonus Plan, as in
effect on the date hereof (the “Plan”), including, without limitation, the provisions of
Sections 2.4, 3.3 and 6.3 of the Plan.



For purposes of determining the CEO’s and President’s 2007 performance bonus, the following terms
will have the following meanings:




     “2007 Adjusted EPS” means the Company’s 2007 Adjusted Net Earnings divided by the
weighted average number of common shares outstanding on a diluted basis during 2007, rounded to the
fourth decimal place.



     “2007 Adjusted Net Earnings” means the Company’s net earnings from continuing
operations for the 2007 fiscal year, adjusted to:




	 	•	 	remove the effects of extraordinary, unusual or non-recurring items;
	 
	 	•	 	remove the effects of items that are outside the scope of the Company’s core,
on-going business activities;
	 
	 	•	 	remove the effects of accounting changes required by United States generally accepted
accounting principles;
	 
	 	•	 	remove the effects of financing activities;
	 
	 	•	 	remove the effects of expenses for restructuring or productivity initiatives;
	 
	 	•	 	remove the effects of non-operating items;
	 
	 	•	 	remove the effects of spending for acquisitions;
	 
	 	•	 	remove the effects of divestitures; and
	 
	 	•	 	remove the effects of amortization of acquired intangible assets.




 









 











			
	2007 PERFORMANCE OBJECTIVES
	 	ALLERGAN, INC.





 





     “2007 Revenue Growth” means the percentage increase (if any) in net product
sales for the 2007 fiscal year relative to net product sales for the 2006 fiscal year, adjusted for
the translation effect of changes in foreign exchange rates between each fiscal year and excluding
Cornéal ophthalmic surgical product net sales for the 2007 fiscal year, rounded to the nearest
one-hundredth of one percent.



     “2007 R&D Reinvestment Rate” means total research and development expenses for the
2007 fiscal year excluding research and development expenses for the Cornéal ophthalmic surgical
business as a percentage of the Company’s total net sales, excluding Cornéal ophthalmic surgical
product net sales, for the 2007 fiscal year, rounded to the nearest one-hundredth of one percent.



     “EPS Target” means an amount per share specified by the Organization and Compensation
Committee at the time of adoption of these performance objectives.



     “Target Bonus Multiplier” means the sum of the “% of Target Bonus Amount”
corresponding to: (a) the Company’s 2007 Adjusted EPS, (b) the Company’s 2007 Revenue Growth, and
(c) the Company’s 2007 R&D Reinvestment Rate, in each case as determined in accordance with the
tables set forth on Exhibit A.



     “Threshold EPS” means the EPS Target, less $0.15.



 

2007 METHOD OF BONUS PAYMENT




     Bonuses will be paid in cash up to a maximum bonus pool equal to 100% of Plan participants’
bonus targets. Bonuses will be paid in restricted stock or restricted stock units to the extent
the bonus pool exceeds 100% of Plan participants’ bonus targets. Such restricted stock or
restricted stock units will provide for cliff vesting two years from the award effective date. Any
payment in the form of restricted stock or restricted stock units will be issued under the
Company’s Incentive Compensation Plan. Upon a recipient’s death or Total Disability (as defined
below), or upon a recipient’s Normal Retirement Eligibility Date (as defined below), all of the
restrictions imposed on the recipient’s restricted stock or restricted stock units shall lapse.
Total Disability shall be defined as the inability of a recipient, by reason of mental or physical
illness or accident, to perform any and every duty of the occupation at which such recipient was
employed when such disability commenced, which disability is expected to continue for a period of
at least 12 months. A recipient’s Normal Retirement Eligibility Date shall be defined as the date
on which the recipient has (i) attained age 55 and (ii) been employed by the Company for a minimum
of 5 years.




 









 








			
	2007 PERFORMANCE OBJECTIVES
	 	ALLERGAN, INC.





 





EXHIBIT A

TO

2007 PERFORMANCE OBJECTIVES — CEO AND PRESIDENT




2007 ADJUSTED EPS, 2007 REVENUE GROWTH AND

2007 R&D REINVESTMENT RATE PERFORMANCE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	% of Target	 	2007	 	 	% of Target	 	2007 R&D	 	 	% of Target
	 	 	 	Bonus	 	Revenue	 	 	Bonus	 	Reinvestment	 	 	Bonus
	2007 Adjusted EPS	 	 	Amount	 	Growth	 	 	Amount	 	Rate	 	 	Amount
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Target — $0.150
	 	 	0.0%	 	15.1%	 	 	0.0%	 	15.31%	 	 	0.0%
	EPS Target — $0.120
	 	 	50.0%	 	16.1%	 	 	2.0%	 	15.56%	 	 	2.0%
	EPS Target — $0.090
	 	 	60.0%	 	17.1%	 	 	4.0%	 	15.81%	 	 	4.0%
	EPS Target — $0.060
	 	 	70.0%	 	18.1%	 	 	6.0%	 	16.06%	 	 	6.0%
	EPS Target — $0.030
	 	 	80.0%	 	19.1%	 	 	8.0%	 	16.31%	 	 	8.0%
	EPS Target
	 	 	90.0%	 	20.1%	 	 	10.0%	 	16.56%	 	 	10.0%
	EPS Target + $0.025
	 	 	95.0%	 	21.1%	 	 	13.8%	 	16.81%	 	 	13.8%
	EPS Target + $0.050
	 	 	100.0%	 	22.1%	 	 	17.5%	 	17.06%	 	 	17.5%
	EPS Target + $0.075
	 	 	105.0%	 	23.1%	 	 	21.3%	 	17.31%	 	 	21.3%
	EPS Target + $0.100
	 	 	110.0%	 	24.1%	 	 	25.0%	 	17.56%	 	 	25.0%





If the Company’s performance exceeds the highest performance level shown above for one or more of
the specified performance measures (i.e., 2007 Adjusted EPS, 2007 Revenue Growth, and 2007 R&D
Reinvestment Rate), the “% of Target Bonus Amount” achieved with respect to that performance
measure will be the maximum “% of Target Bonus Amount” specified for that performance measure. For
example, if 2007 Adjusted EPS equals EPS Target + $0.13, the “% of Target Bonus Amount” will
nonetheless be 110% for that performance measure.



If actual results for any one or more of the performance measures falls between the performance
levels shown above, the bonus will be prorated accordingly.



Each component of the Target Bonus Multiplier will be determined independently of each other
component of the Target Bonus Multiplier; provided that no bonus will be payable in the event the
Company’s 2007 Adjusted EPS does not exceed the Threshold EPS.