Approved By: Compensation Committee

Approval Date: January 24, 2008

 

ALPHARMA INC. SEVERANCE PLAN 

Amended and Restated Effective January 25, 2008 

Purpose of the Plan

The purpose of the Alpharma Inc. Severance Plan (the "Plan"), is to provide permanent Employees (as defined below) with uniform severance benefits that will financially assist them with their transition following an involuntary termination of employment, other than for cause. The Plan was initially effective March 11, 2002, and was amended and restated effective February 19, 2004, January 1, 2005 and January 1, 2008. The Plan is being amended and restated in its entirety effective January 25, 2008.

This Plan represents an amendment and restatement of all prior severance plans, practices or policies in effect at Alpharma or any of its Subsidiaries as of the effective date hereof, and supersedes any and all such prior severance plans, practices and policies to the extent permitted by law. Except as otherwise specified in the Plan all such prior severance plans, practices and policies are hereby discontinued and terminated.

Wherever any words are used herein in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply. 

SECTION I - DEFINITIONS

The following definitions shall apply for purposes of this Plan:

1.1   "Alpharma" - Alpharma Inc., a Delaware company.

1.2   "Benefit Continuation Period" - In the case of a Participant who receives a Severance Benefit, his Benefit Continuation Period will be determined based on the number of weeks or months, as the case may be, used in Section 4.2 to compute the Participant's Severance Benefit. 

  "Board" - The Board of Directors of Alpharma.

1.4	"Change in Control Plan" - The Alpharma Inc. Change in Control Plan.

1.5	"Chief Executive Officer" - Chief Executive Officer of Alpharma Inc.

1.6	"Code" - The Internal Revenue Code of 1986, as amended. Any reference to a section in the Code shall include the regulations issued thereunder. 

1.7	"Committee" - The Benefits Committee appointed by the Chief Executive Officer to administer the Plan which shall consist of three (3) employees: (i) the Executive Vice President, Human Resources and Communication, (ii) the Chief Financial Officer, and (iii) the Executive Vice President, Chief Legal Officer and Secretary.

1.8	"Company" - Alpharma Inc., its US Subsidiaries and any non-US Subsidiary, whose Board of Directors (or similar governing body) has adopted this Plan, or any successor by merger, consolidation or sale of assets.

1.9	"Employee" - A full-time permanent salaried or hourly employee of the Company as determined by the Committee. An Employee shall not include any individual classified by the Company as either a temporary employee, a leased employee or an independent contractor (regardless of whether such individual is classified or retroactively reclassified as an employee of the Company by any person, entity or agency).

1.10	"Executive" - An Employee who is providing services to the Company in one of the following capacities: the Chief Executive Officer, a member of the Leadership Team, or an Employee holding the title of Vice President or Director (not to be confused with a member of the Board) of the Company or its Operating Divisions or any other individual deemed by the Committee to be an Executive.

1.11	"Involuntary Termination of Employment" - A Termination of Employment due to the independent exercise of the unilateral authority of the Company to terminate the Participant's services, other than due to the Participant's implicit or explicit request, where the Participant was willing and able to continue performing services. 

1.12	Leadership Team" - The Chief Executive Officer and those officers of the Company that report directly to the Chief Executive Officer and such other Employees who the Chief Executive Officer, in his sole discretion, determines is eligible to be classified as a member of the Leadership Team for purposes of this Plan. 

1.13	"Non Qualifying Sale" - A sale of (a) the stock or assets of a Subsidiary or the assets of an Operating Division of the Company, or (b) assets of the Company.

1.14	Operating Division" - The Company's operating divisions, which for management or financial purposes are reported as individual business segments.

"Participant" - An Employee or an Executive who the Committee determines is eligible to receive Severance Benefits pursuant to Article II.