EX-10.98






Exhibit 10.98




Approved By: Board of Directors (including Compensation Committee)




Approval Date: September 1, 2008




ALPHARMA INC. EXECUTIVE CHANGE IN CONTROL PLAN

Amended and Restated Effective September 1, 2008




Purpose of the Plan



The purpose of the Alpharma Inc. Change in Control Plan (the “Plan”) is to provide certain
Executives with benefits that will assist them with their transition following a Change in Control.
The Plan was initially effective March 11, 2002, and was amended and restated effective April 5,
2004, January 1, 2005, January 29, 2007, January 1, 2008 and January 25, 2008. The Plan is being
amended and restated in its entirety effective September 1, 2008.



This Plan represents an amendment and restatement of all prior executive-level change in control
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 change in control plans, practices and policies.
Except as otherwise specified in the Plan all such prior change in control plans, practices and
policies are hereby discontinued and terminated, to the extent permitted by law. (This does not
supersede the Alpharma Inc. Employee Change in Control Plan).



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	 	“Acquiring Company” — Has the meaning provided in the definition of Change in Control.
	 
	1.2	 	“Alpharma” — Alpharma Inc., a Delaware Corporation.




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	1.3	 	“Applicable Severance Multiple” is the number of months for which an Executive is entitled to
payments or benefits under Section 4.2. The Applicable Severance Multiples are as follows:




Chief Executive Officer — 36 months

Each member of the Leadership Team — 30 months

Each Vice President — 18 months

Each Director (employee title, not Board member) — 12 months





	1.4	 	“Benefit Continuation Period” -In the case of an Executive who receives a Change in Control
Benefit, his Benefit Continuation Period will be equal to the number of months in an
Executive’s Applicable Severance Multiple used under Section 4.2 to compute the Executive’s
Change in Control Benefit.
	 
	1.5	 	“Benefits Committee” shall consist of the: Executive Vice President & General Counsel;
Executive Vice President & Chief Financial Officer; Executive Vice President — Human Resources
and Communications; and any other individual (or employee of the Acquiring Company holding
substantially similar positions) appointed from time to time by the Board.
	 
	1.6	 	“Board” — The Board of Directors of Alpharma.
	 
	1.7	 	“Bonus Severance Amount” shall be equal to the Executive’s bonus or other cash incentive
awards (as in effect immediately preceding the date of the Change in Control event),
determined at 100% of his annual target rate, with an assumed 100% funding of any applicable
bonus pool. For this purpose, such annual bonus or other award amount shall be divided by 12,
in order to represent a monthly amount payable for the number of months in the Applicable
Severance Multiple.
	 
	1.8	 	“Change in Control” shall mean: (a) The acquisition by any person, entity or “group”
(“Acquiring Company”) within the meaning of Section 13(d) (3) or 14(d) (2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, Alpharma
or its Subsidiaries, or any employee benefit plan of Alpharma or its Subsidiaries which
acquires beneficial ownership of voting securities of Alpharma) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of Common
Stock of Alpharma sufficient to elect a majority of directors to the Board; (b) persons who,
as of September 1, 2008, constitute the Board (the




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	 	 	“Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided
that any person becoming a director on the Board subsequent to September 1, 2008 whose election,
or nomination for election by Alpharma’s stockholders, was approved by a vote of at least a
majority of the directors on the Board then comprising the Incumbent Board shall be considered
as though such person were a member of the Incumbent Board; (c) approval by the stockholders of
Alpharma of a reorganization, merger or consolidation, in each case, with respect to which
persons who were the stockholders of Alpharma immediately prior to such reorganization, merger
or consolidation do not, immediately thereafter, beneficially own shares sufficient to elect a
majority of directors in the election of directors of the reorganized, merged or consolidated
company; or (d) a liquidation or dissolution of Alpharma (other than pursuant to the United
States Bankruptcy Code) or the conveyance, transfer or leasing of all or substantially all of
the assets of Alpharma to any person (it being understood that a Non-Qualifying Sale shall not
qualify as such a conveyance or transfer).
	 
	1.9	 	“Change in Control Benefits” — Has the meaning provided in Section 4.2.
	 
	1.10	 	“Chief Executive Officer” — Chief Executive Officer of Alpharma.
	 
	1.11	 	“Code” — The Internal Revenue Code of 1986, as amended. Any reference to a section in the
Code shall include the regulations and other guidance issued thereunder.
	 
	1.12	 	“Committee” — The Compensation Committee of the Board.
	 
	1.13	 	“Company” — Alpharma Inc. and 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.
	 
	1.14	 	“Constructive Termination” — A voluntary resignation following a Change in Control and
following an omission or action initiated by Alpharma, a Subsidiary or an Acquiring Company
which results in (a) a material reduction in the Executive’s compensation or a material
reduction in the basis upon which such Executive’s bonus or commission is determined, (b) the
Executive’s relocation to a base office or site which is more than 50 miles from the location
of the Executive’s office or site prior to the Change in Control, (c) the assignment of duties
substantially inconsistent with, or a substantial diminution of,




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	 	 	the duties, responsibilities or status of the position that the Executive held prior to the
Change in Control, (d) a substantial reduction in benefits, or (e) a material change in the
reporting relationship which is detrimental to the Executive (including, without limitation,
a detrimental change in the position to which the Executive reports but not including,
without limitation, the termination or change in the person who held the position to whom
the Executive reported prior to the Change in Control).
	 
	1.15	 	“Employee” — A full-time (a person who is regularly scheduled to work a minimum of 30 hours
per week) 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).
	 
	1.16	 	“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, 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.
	 
	1.17	 	“Executive Allowance” — The annual allowance (currently paid bi-weekly) for various fringe
benefits provided to the Executive under the Company’s Executive Allowance program, as
currently in effect and as amended from time to time, prior to a Change in Control (or, if
higher, prior to the Executive’s Termination Date).
	 
	1.18	 	“Involuntary Termination of Employment” — A Termination of Employment by the Company (other
than a Termination for Cause).
	 
	1.19	 	“Leadership Team” — 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 are eligible to be classified as a member of the Leadership Team for purposes of
this Plan.
	 
	1.20	 	“Non Qualifying Sale” — A sale of (a) the stock or assets of a Subsidiary or the assets of an
Operating Division, or (b) assets of the Company; provided, however, that any sale




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	 	 	under either (a) or (b) that is a sale of all or substantially all of the assets or stock of
the Company shall not be considered a Non Qualifying Sale.
	 
	1.21	 	“Operating Division” — The Company’s operating divisions, which for management or financial
purposes are reported as individual business segments.
	 
	1.22	 	“Plan” — The Alpharma Inc. Executive Change in Control Plan, as amended from time to time.
	 
	1.23	 	“Salary” — An Executive’s annual base salary immediately preceding his Termination Date, or,
if higher, the amount that was in effect at the time of the occurrence of a Change in Control.
In the United States, Salary shall include amounts contributed on behalf of the Executive to
a cafeteria plan or a cash or deferred arrangement and not includable in compensation under
Section 125 or 402(e)(3) of the Code. Salary shall also include cash amounts paid to an
Executive in lieu of fringe benefits, specifically including any Executive Allowance such
Executive was receiving immediately preceding his termination but excluding any commuter or
car/auto allowance. However, for the purpose of calculating monthly benefits payable as
“Salary” under Section 4.2, the total of the amounts listed above shall be divided by 12, in
order to represent a monthly amount payable for the number of months in the Applicable
Severance Multiple for such Executive. Salary shall exclude the following: commissions;
incentive compensation; bonuses; overtime; extended workweek premiums; cost-of-living
allowances; shift premiums; other premiums; deferred compensation; payments under advisory
agreements; any other special payments, fees, or allowances.
	 
	1.24	 	“Specified Employee” — An Employee who, as of the Employee’s Termination Date, is a key
employee of the Company within the meaning of Section 416(i)(1)(A)(i), (ii), or (iii) of the
Code (applied in accordance with the regulations thereunder and disregarding section
416(i)(5)) at any time during the 12-month period ending on a Specified Employee
Identification Date. If an Employee is a key employee as of a Specified Employee
Identification Date, the Employee is treated as a key employee for purposes of the Plan for
the entire 12-month period beginning on the Specified Employee Effective Date.




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	1.25	 	“Specified Employee Effective Date” — The first day of the fourth month following the
Specified Employee Identification Date.
	 
	1.26	 	“Specified Employee Identification Date” — December 31.
	 
	1.27	 	“Subsidiary” — Any corporation in which Alpharma owns either directly or indirectly, more
than 50% of the voting stock.
	 
	1.28	 	“Termination Date” — The date an Executive’s active employment with the Company terminates as
a result of an Involuntary Termination of Employment or the date the Committee determines
there has been a Constructive Termination.
	 
	1.29	 	“Termination for Cause” — A Termination of Employment for reasons such as a conviction of a
felony, illegal or inappropriate use of drugs or alcohol, unsatisfactory attendance,
substantial and willful neglect of job duties, failure or inability to adequately perform job
duties, violation of any written company policy, disclosure of confidential information
regarding the Company or its operations, or the aiding or assisting of any person or entity
which is competitive with the Company or its successors. The determination of whether an
Executive is terminated for Cause or not for Cause shall be made by the Committee in its sole
discretion and shall be final and conclusive.
	 
	1.30	 	“Termination of Employment” — A termination of employment with the Company for any reason
other than by reason of retirement, death or disability provided that a transfer of employment
to the Acquiring Company or any of its affiliates shall not be a Termination of Employment
unless it constitutes a Constructive Termination.
	 
	1.31	 	“US Employee” — An Employee whose primary place of employment is in the United States.
	 
	1.32	 	“US Subsidiary” — Any Subsidiary incorporated in the United States.
	 
	1.33	 	“Waiver and Release” — A form of waiver and release provided by the Company which has the
effect of releasing the Company, its affiliates, officers, members of the Board and employees
from any and all claims, demands, causes of action, damages, expenses and liabilities, whether
known or unknown, which the Executive has or may later have against the Company or its
employee benefits plans, plan administrators, fiduciaries, or any other parties that may be
listed in such form of waiver and release, which relate in




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	 	 	any way to his employment by the Company, or his separation from employment with the
Company, or any other matter at the time of Termination of Employment.





ARTICLE II — ELIGIBILITY





	2.1	 	Eligibility for Change in Control Benefits.






	 	(a)	 	Subject to Section 3.1, an Executive shall be eligible to receive
Change in Control Benefits specified under Article IV if concurrently with or
within the 24-month period following the Change in Control he has either (i) an
Involuntary Termination of Employment, or (ii) a Constructive Termination.
	 
	 	(b)	 	An Executive shall not be eligible for Change in Control Benefits if he
is subject to a collective bargaining agreement or comparable labor agreement or is
otherwise not permitted to participate pursuant to the laws of the jurisdiction
where he is employed.
	 
	 	(c)	 	A Non Qualifying Sale shall not be deemed a Change in Control and an
Executive shall not be eligible to receive Change in Control Benefits upon a Non
Qualifying Sale.






	2.2	 	Committee Discretion. Subject to Sections 8.3 and 8.5 hereof, the Committee shall
have full discretion to determine eligibility to receive benefits under this Plan. Such
discretion shall be exercised in accordance with the provisions set forth herein and in a
uniform and non-discriminatory fashion, and in accordance with Section 409A of the Code.





ARTICLE III — CONDITIONS





	3.1	 	Change in Control Benefits Conditions. The following are conditions to an Executive
receiving Change in Control Benefits:






	 	(a)	 	Termination Date on or after September 1, 2008;
	 
	 	(b)	 	Termination Date does not immediately follow a period during
which the Executive has not been actively at work due to leave of absence,
layoff or salary continuance, unless the Committee specifically designates the
condition as not applicable to the Executive;




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	 	(c)	 	To the extent that an Executive claims that Constructive
Termination has occurred, such claim shall be made in writing to the Committee
within 90 days following the Constructive Termination event;
	 
	 	(d)	 	If requested by the Company or Acquiring Company, the Executive
shall remain employed with the Company or the Acquiring Company for up to six
months following the Change in Control; and
	 
	 	(e)	 	No later than 21 days after the Company delivers the Waiver and
Release to the Executive for signature (unless the Company explicitly provides
a longer review period), the Executive shall have delivered to the Company an
executed Waiver and Release and shall not have revoked it within the seven (7)
days after the execution thereof; provided, however, that if the period during
which the Executive has discretion to execute or revoke the Waiver and Release
straddles two taxable years of the Executive, then the Company shall make the
payments to which the Executive is entitled under Section 4.2 starting in the
second of such taxable years, regardless of which taxable year the Executive
actually delivers the executed Waiver and Release to the Company.






	 	 	 	To the extent the duration of the Change in Control Benefits is longer than any
notice period required under the laws of the jurisdiction in which an Executive is
employed, then such Change in Control Benefits shall be in lieu of such notice
period.





ARTICLE IV — CHANGE IN CONTROL BENEFITS





	4.1	 	General.
	 
	 	 	Subject to Section 6.1, an Executive who is eligible under Section 2.1 to receive
Change in Control Benefits and who satisfies the conditions in Section 3.1 shall receive the
amount of Change in Control Benefits specified under Section 4.2 payable in accordance with
Article VII and those other benefits as specified in Article V.




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	4.2	 	Amount of Change in Control Benefits.
	 
	 	 	An Executive who satisfies the eligibility requirements under Section
2.1 shall receive the following Change in Control benefits (“Change in
Control Benefits”):






	 	(a)	 	Monthly payments of Salary for such number of months following
the Termination Date equal to such Executive’s Applicable Severance Multiple.
Additionally, he shall receive his Bonus Severance Amount monthly for such
number of months equal to such Executive’s Applicable Severance Multiple.
	 
	 	(b)	 	(i) reasonable and customary outplacement services for a period
not to extend beyond such Executive’s Applicable Severance Multiple, which are
consistent with the Company’s past practices; and (ii) accrued but unused
vacation pay (up to the Termination Date) consistent with the Company’s legal
requirements concerning such payments.






	4.3	 	Bonus and Incentive Awards.
	 
	 	 	Any bonus or incentive award payable under the terms of this Plan shall be in addition to
any bonus or incentive award otherwise payable under any then-existing bonus or incentive
award plans during the year in which the Change in Control event occurs. Notwithstanding
anything herein to the contrary, upon a Change in Control event, an Executive’s target
annual bonus or incentive award amounts or rates may not be reduced.





ARTICLE V — OTHER BENEFIT PROVISIONS





	5.1	 	Medical, Dental, Vision, Prescription Drug, and/or Life Insurance Coverage.
	 
	 	 	An Executive shall be entitled to continued coverage under the medical, dental, vision,
prescription drug, accidental death and dismemberment and/or life insurance benefits
(employee life and dependent life) plans sponsored by the Company under which the Executive
is covered and as in effect on the Executive’s Termination Date (including medical, dental,
vision and prescription drug coverage for the Executive’s then covered dependents, if any)
for the duration of the applicable Benefit Continuation Period. Such coverage shall be
equal to the coverage offered to the active Executives of the Company or Acquiring Company,
as the case may be, during such Benefit Continuation Period and




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	 	 	shall be at the same cost to the Executive as is applicable to such active Executives during
the Benefit Continuation Period. In no event shall an Executive be entitled to add
dependents to his medical, dental, vision or prescription drug coverage after his
Termination Date, except for US Employees as would otherwise be allowed by the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”).
	 
	 	 	At the end of the Benefit Continuation Period, an Executive who is a US Employee may elect
to continue medical, dental, vision and prescription drug pursuant to the continuation
coverage provisions under COBRA. The period for which such Executive is eligible for COBRA
coverage shall not be reduced by the medical, dental, vision and/or prescription drug
coverage which he receives during the Benefit Continuation Period. At the end of the
Benefit Continuation Period, accidental death and dismemberment and life insurance (employee
life and dependent life) benefits shall cease.
	 
	 	 	An Executive’s participation in the healthcare flexible spending account after his or her
Termination Date shall be administered in accordance with COBRA.






	5.2	 	Retiree Medical Benefits.






	 	(a)	 	An Executive who is eligible to retire and who is eligible for retiree health
coverage as of his Termination Date shall be provided retiree health coverage in
accordance with the provisions of the applicable plans rather than the coverage
described in this Article V.
	 
	 	(b)	 	An Executive who is eligible to retire and who is not eligible for retiree
health insurance as of his Termination Date shall be eligible for medical, dental,
vision and prescription drug coverage provided for in Section 5.1 for the Benefit
Continuation Period and the COBRA coverage period in accordance with the provisions of
this Article V.






	5.3	 	Retirement Plans.
	 
	 	 	In the event an Executive becomes eligible to receive Change in Control Benefits, the
benefit payments under this Plan shall not be considered for purposes of computing benefits
under the Alpharma Inc. Pension Plan and the Alpharma Inc. Supplemental




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	 	 	Pension Plan or any similar pension or retirement plan. An Executive shall not be eligible
to actively participate under any such Plans after his Termination Date.






	5.4	 	Savings Plan and Stock Purchase Plan
	 
	 	 	In the event an Executive becomes eligible to receive Change in Control Benefits, the
benefit payments under this Plan shall not be considered for purposes of computing benefits
under any defined contribution plan or stock purchase plan sponsored by the Company
including the Employee Stock Purchase Plan, the Alpharma Inc. Savings Plan and the Alpharma
Inc. Supplemental Savings Plan (or the 2005 or 2007 Supplemental Savings Plans). An
Executive shall not be eligible to actively participate under any of these Plans after his
Termination Date.






	5.5	 	Long Term Incentive Awards.






	 	(a)	 	As permitted under Section 8 of the Alpharma Inc. 1997 Incentive Stock Option
and Appreciation Rights Plan, as amended (“Stock Option Plan”), upon the occurrence of
a Change in Control, all Options and Units (as defined under the Stock Option Plan)
held by an Executive shall become immediately exercisable by the optionee and grantee,
respectively, and shall remain exercisable for the lesser of (i) the length of time
during which the Option or Unit, as the case may be, may be exercised or (ii) the
maximum period permitted under the Stock Option Plan.
	 
	 	(b)	 	As permitted under Article 16 of the Alpharma Inc. 2003 Omnibus Incentive
Compensation Plan (“Omnibus Plan”), upon the occurrence of a Change in Control, all
NQSOs and ISOs (both as defined under the Omnibus Plan) held by an Executive shall
become immediately exercisable by the optionee and shall remain exercisable for the
lesser of (i) the length of time during which the NQSO or ISO may be exercised and (ii)
the maximum period permitted under the Omnibus Plan.
	 
	 	(c)	 	As permitted under Article 16 of the Omnibus Plan, upon the occurrence of a
Change in Control followed by either (i) an Involuntary Termination of Employment or a
Constructive Termination within twenty-four (24) months after




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	 	 	 	the date of said Change in Control, or (ii) the purchase or other acquisition by the
entity effecting such Change in Control (either as part of the transaction giving
rise to the Change in Control or in a separate transaction or transactions or in a
combination of such transactions) of all or substantially all of the issued and
outstanding Class A and Class B common stock, (x) all Restricted Stock (as defined
under the Omnibus Plan) held by an Executive in the employ of the Company as of the
day immediately prior to the date upon which condition (i) or (ii) is first
satisfied shall immediately vest and become the property of said Executive and (y)
all Performance Shares and Performance Units (as defined under the Omnibus Plan)
held by an Executive in the employ of the Company as of the day immediately prior to
the date upon which condition (i) or (ii) is first satisfied shall have a final
value computed on a date as close as practicable to the date upon which condition
(i) or (ii) is first satisfied and such sum shall thereupon be paid to the
Executive.
	 
	 	(d)	 	Notwithstanding anything herein to the contrary, the additional changes and
modifications to benefits granted under the Omnibus Plan not inconsistent with the
treatment of such benefits as set forth in this Section 5.5 may be made upon a Change
in Control pursuant to Section 4.2 of the Omnibus Plan.






	5.6	 	Other Plans.
	 
	 	 	An Executive’s participation in all other employee benefit plans sponsored by the Company
shall cease being effective as of the Executive’s Termination Date, unless such plans
provide otherwise.






	5.7	 	Terms of Other Plans.
	 
	 	 	Continued participation in any of the plans noted above shall be subject to the terms of
said plans; as in the past, the Company continues to retain the right to amend or terminate
such plans at any time in accordance with the terms of such plans.





ARTICLE VI — OTHER AGREEMENTS AND LAWS





	6.1	 	General.




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	 	 	Notwithstanding anything to the contrary herein, to the extent that an Executive is party to
an employment agreement with the Company, the Executive shall be entitled to receive
benefits (taken individually) equal to the greater of (i) the benefits available under the
Plan, or (ii) the benefits available under such employment agreement, but in no event shall
the benefits be provided in an additive manner.
	 
	6.2	 	Local Laws.
	 
	 	 	Notwithstanding anything to the contrary herein, to the extent that an Executive satisfies
the conditions in Sections 2.1 and 3.1, and any such Executive is entitled to benefits at
the time of a Termination of Employment under applicable local law, which are more favorable
than the Change in Control Benefits available under the Plan or under Section 6.1, the
Executive shall receive only those benefits available under local law.





ARTICLE VII — PAYMENT





	7.1	 	Method of Payment.






	 	(a)	 	Change in Control Benefits under Section 4.2 shall be paid to an Executive in
installments in accordance with the Company’s standard payroll cycles beginning with
the first payroll period immediately after his Termination Date and continuing for the
applicable Benefit Continuation Period. Notwithstanding the foregoing, Change in
Control Benefits payable to an Executive who is a Specified Employee shall begin no
earlier than six months after his Termination Date if the Company determines that the
delay is necessary to comply with Section 409A of the Code.
	 
	 	(b)	 	If an Executive dies after his Involuntary Termination of Employment or
Constructive Termination but before receiving the total amount of his Change in Control
Benefit, such benefit will instead be paid in a lump sum to the Executive’s surviving
spouse, if any, and otherwise to the Executive’s estate commencing as soon as
administratively feasible after the date of death.





SECTION VIII — ADMINISTRATION





	8.1	 	The Committee.
	 
	 	 	The Committee shall have the complete authority to: (a) determine eligibility for benefits




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	 	 	in accordance with the provisions of the Plan, (b) construe in good faith the terms of the
Plan, and (c) control and manage the operation of the Plan.
	 
	8.2	 	Administrative Rules.
	 
	 	 	Subject to the limitations of the Plan, the Committee from time to time shall establish
rules for the administration and interpretation of the Plan and the transaction of its
business. The determination of the Committee as to any disputed question shall be
conclusive. All actions, decisions and interpretations of the Committee in administering
the Plan shall be conclusive. All actions, decisions and interpretations of the Committee
in administering the Plan shall be performed in good faith in a uniform and
non-discriminatory manner.
	 
	8.3	 	Delegation.
	 
	 	 	The Committee may, in its sole discretion, delegate some or all of its functions to third
parties and employ counsel and other agents and may procure such clerical, actuarial
accounting and other services as the Committee may require in carrying out the provisions of
the Plan.
	 
	8.4.	 	Indemnification.
	 
	 	 	The Company shall indemnify and hold harmless each member of the Committee against all
expenses and liabilities arising out of the Committee member’s service as such, excepting
only expenses and liabilities arising from the member’s own gross negligence or willful
misconduct.
	 
	8.5	 	Arbitration.
	 
	 	 	All disputes regarding the application of the definition of Constructive Termination and the
provisions of Section 409A of the Code shall be submitted to an Arbitration Panel whose
findings shall be binding on the Company and the Executive. For purposes of this Plan, the
term “Arbitration Panel” shall mean three (3) independent arbitrators, one of whom shall be
selected by the Company, one by the Executive and the third shall be selected by the two
other arbitrators. In the event that agreement cannot be reached on the selection of the
third arbitrator, such arbitrator shall be selected by the American Arbitration Association.
All arbitrators shall be selected from a list provided by the




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	 	 	American Arbitration Association. All matters presented to the Arbitration Panel shall be
decided by majority vote. All costs of the arbitration, including the Executive’s attorneys’
fees, if any, shall be paid by the Company.
	 
	8.6	 	Claim Procedure.






	 	(a)	 	The Company will notify an Executive at the time of Termination of Employment
what benefits, if any, he will receive under the Plan. If an Executive believes that
he is entitled to receive additional benefits under the Plan he must submit a claim for
benefits in writing to the Committee. Any claim for benefits must be received by the
Committee within 60 days after the date of the Executive’s Terminated Employment. If a
claim for benefits under the Plan is denied in whole or in part, the claimant will
receive written notice of the denial within 90 days after the filing of the claim. The
notice will state the specific reason for the denial of benefits.
	 
	 	(b)	 	Any claimant whose claim for benefits is denied may request a review of the
decision denying his claim. The claimant or his duly authorized representative must
submit a written request for review to the Committee within 60 days after receiving the
notice of denial. When making a request for review, a claimant should state the
reasons why he believes the claim was improperly denied and should submit any documents
or information relevant to the claim.
	 
	 	(c)	 	The decision on review will be completed and furnished to the claimant in
writing within 60 days after receipt of the request for review. All decisions of the
Committee are final and binding. In unusual circumstances the Committee may require an
extension of time for deciding on a claim for benefits or a request for review.
Whenever there is a need for an extension of time, the Committee will notify the
claimant of the extension. In no event will such an extension exceed a period of 90
days in the case of the initial claim or 60 days in the case of the decision on review.
	 
	 	(d)	 	If the Committee fails to take any action required by it within the time limits
specified above, the claim shall be deemed denied as of the latest date by which such
action should have been completed.





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ARTICLE IX — MISCELLANEOUS





	9.1	 	Amendment and Termination.






	 	(a)	 	Subject to Section 9.1(b) below, Alpharma, acting through its Board, reserves
the right to amend or modify the Plan, to terminate the Plan in its entirety, or to
terminate the participation in the Plan of any Subsidiary. The Board retains the
authority to adopt amendments to the Plan that significantly increase or decrease
benefit amounts, or are required to be adopted by the Board under the Code or
regulations thereunder. Subject to the foregoing, the Board has delegated to the
Benefits Committee the authority to adopt administrative amendments to the Plan,
provided, that such amendments do not involve a change in the costs or liability of
Alpharma or alter the benefits payable thereunder. Also subject to the foregoing, the
Board has delegated to the Compensation Committee the authority to adopt all other
amendments to the Plan, provided, that such amendments do not significantly increase or
decrease benefit amounts, or are required to be adopted by the Board under the Code or
the regulations thereunder.
	 
	 	(b)	 	Notwithstanding the foregoing Section 9.1(a): (i) any such amendment,
modification or termination shall not be applicable to an Executive who has already
been notified of a Termination of Employment, (ii) the Plan shall not be amended,
modified or terminated after the earlier of the date of the occurrence of (A) a Change
of Control or (B) the execution of a written contract or agreement which, if
consummated, would result in a Change of Control, and (iii) Alpharma may terminate the
Plan only to the extent permitted under Section 409A of the Code in such a way so as to
avoid having any tax or penalty be imposed upon any affected participant, or as
otherwise required to comply with applicable law.






	9.2	 	Parachute Payments.






	 	(a)	 	Notwithstanding anything in this Plan to the contrary, to the extent that the
Company (x) signs a definitive agreement on or prior to March 31, 2009 contemplating
the consummation of a Change in Control, or (y) there actually
occurs a Change in Control on or prior to March 31, 2009, or (z) a third party




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	 	 	 	commences a tender offer on or prior to March 31, 2009 that is not approved by the
Board and results in a Change in Control after March 31, 2009, and in any such event
an Executive becomes entitled to receive payments in connection with such events
(x), (y) or (z) (whether pursuant to the terms of this Plan, or pursuant to any
other plan, arrangement or agreement, in general, a “Payment”) from (i) the Company,
(ii) any person whose actions result in a Change in Control, or (iii) any person
affiliated with the Company or such person (collectively, all such payments, the
“Total Payments”), that would result in Excess Parachute Payments subject to the
Excise Tax imposed by Section 4999 of the Code, then and only then will such
Executive be entitled to receive an Excise Tax Gross-Up Payment (as defined below).
The Company’s obligation to provide any such Excise Tax Gross-Up Payment in respect
of any of the above events (x), (y), or (z) shall continue beyond March 31, 2009.
Moreover, the Company shall make such payments in a manner so as to comply with
Section 409A of the Code.
	 
	 	(b)	 	“Excess Parachute Payments” shall mean “parachute payments” as defined in
Section 280G of the Code other than (1) health and life insurance benefits and
(2) payments attributable to any award, benefit or other compensation plan or program
based upon the number of full or fractional months of any restricted period (relating
thereto) which has elapsed prior to the date of the Change in Control. The terms of
any new or revised tax regulations relating to Excess Parachute Payments shall be
incorporated by reference herein.
	 
	 	(c)	 	“Excise Tax Gross-Up Payment.” If the Executive is entitled to receive an
Excise Tax Gross-Up Payment under Section 9.2(a) above, then the Acquiring Company
shall make an additional payment (a “Gross-Up Payment”) to the Executive in an amount
such that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without limitation, any
income taxes (and any interest and penalties imposed with respect thereto) and the
Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.





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	9.3	 	Tax Withholding.
	 
	 	 	The Company shall withhold all required local, state and federal income taxes from any
benefits payable under this Plan.
	 
	9.4	 	Binding on Successors.
	 
	 	 	The obligations of the Company under the Plan shall be binding upon any organization which
shall succeed to all or substantially all of the assets of the Company, and the term
“Company,” whenever used in the Plan, shall mean and include any such organization after the
succession.
	 
	9.5	 	Applicable Law.




	 
	 	 	The Plan shall be governed by and construed in accordance with the
laws of the State of New Jersey (regardless of the laws that might
otherwise govern under applicable New Jersey principles of conflicts
of law.

	 
	9.6	 	 Contract Right of Executives. 
	 
	 	 	Subject to Section 9.1 above, the Board intends this Plan to
constitute an enforceable contract between the Company and each
Executive and intends this Plan to vest rights in such Executives as
third party beneficiaries.
	 
	9.7	 	Compensation.
	 
	 	 	For all purposes hereof, the determination of an Executive’s bonus or incentive award
amount, compensation, rate of base earnings, job grade or band, target award and similar
amounts or status shall be made based upon the amount in effect immediately preceding his
Termination Date, or, if higher, the amount that was in effect at the time of the occurrence
of a Change in Control.
	 
	9.8	 	Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i)
if at the time of the Executive’s Termination of Employment with the Company, the Executive is
a “specified employee” as defined in Section 409A of the Code, and the deferral of the
commencement of any payments or benefits otherwise payable hereunder as a result of such
Termination of Employment is necessary in order to prevent the imposition of any accelerated
or additional tax under Section 409A of the Code, then the Company will defer the commencement
of the payment of any such payments or benefits




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	 	 	hereunder (without any reduction in such payments or benefits ultimately paid or provided to
the Executive) until the date that is six (6) months following the Executive’s Termination
of Employment with the Company (or the earliest date as is permitted under Section 409A of
the Code) and (ii) if any other payments of money or other benefits due to the Executive
hereunder could cause the application of an accelerated or additional tax under Section 409A
of the Code, such payments or other benefits shall be deferred if deferral will make such
payment or other benefits compliant under Section 409A of the Code, or otherwise such
payment or other benefits shall be restructured, to the extent possible, in a manner,
determined by the Board, that does not cause such an accelerated or additional tax or result
in an additional cost to the Company. The Company shall consult with the Executive in good
faith regarding the implementation of the provisions of this Section 9.8; provided that
neither the Company nor any of its employees or representatives shall have any liability to
the Executive with respect thereto.





	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Alpharma Inc.
	 	 







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