EX-10.4M



 Exhibit 10.4M 
 



 
 INSTRUCTIONS 

Stock Option 

A Long Term Incentive Award 
 (The Agreement begins after this page) 
 Print and keep for your records.

 Stock Option agreements require 1 signature (on the Notice) which can be done by accepting online. 

You must open both document links at the bottom of the Grant Acceptance view before entering your password (if requested) and clicking on the “Accept”
button. Refreshing your screen may resolve launching and printing issues. 
 Print the acceptance confirmation page that comes up after you click
the “Accept” button and keep it for your records. Your online acceptance of this grant will be processed instantly. 
 Clicking on the
“Accept” button is the same as delivering an original executed Notice of Grant to the Company. When you accept online there is no need to mail an original agreement. 
 If you are unable to accept online you may print and return an executed original agreement. The Notice which is page 1 of the agreement requires your signature, address, and Tax ID/SSN.

  

	 	o	Send via inter-office mail 

  

	 	¡	Stock Plan Administrator, Corona, Bldg 4, Finance Dept 

  

	 	o	or via regular mail to 


Actavis, Inc. 
 Attn: Stock Plan Administrator 
 Bldg 4, Finance Department 

P.O. Box 1900 
 311 Bonnie Circle 
 Corona, CA 92878 

When electing to mail in your acceptance, all pages of the agreement must be returned. Any documents missing required information, pages, or
signature will be marked as incomplete and acceptance will be recorded once all requirements are met. E*Trade will then be notified on a weekly basis to update the status of your grant and you will be able to see the updated status in
your account the following week. 







 ACTAVIS, INC. 
 THE 2001 INCENTIVE AWARD PLAN 
 NOTICE OF GRANT AND SIGNATURE
PAGE 
 Congratulations, you (“Holder”) have been granted an option to
purchase Common Stock of Actavis, Inc., a Nevada corporation (the “Company”). The Option is subject to the terms and conditions of the Award Agreement and the Amendment and Restatement of The 2001 Incentive Award Plan of Actavis, Inc., as
amended from time to time (the “Plan”), which are attached hereto as Exhibit 1-A and 1-B, and of which this Notice of Grant and Signature Page is a part. By signing this Notice of Grant and Signature Page, you represent and warrant to
the Company that you have read the Award Agreement and the Plan and agree to be bound by their terms. Capitalized terms not otherwise defined in this Notice of Grant and Signature Page shall be as defined in the Plan and the Award Agreement.

 Subject to the terms of the Award Agreement and the Plan, the terms of this Option are set
forth below: 
 Type of Option: %%OPTION_TYPE_LONG%-% 

 

							
	Holder’s Name:	 	 %%FIRST_NAME%-%
 %%LAST_NAME%-%
	 	Total Number of Option Shares:	 	 %%TOTAL_

SHARES_GRA

NTED ,’999,999

,999’%-%

				
	Date of Grant:	 	 %%OPTION_DATE,’Month DD,
 YYYY’%-%
	 	Purchase Price Per Share:          	 	 %%OPTION_

PRICE,’$999,9

99,999.99’%-%


 Subject to the terms of the Award Agreement and the Plan, this Option
shall become exercisable in accordance with the following schedule: 
  

			
	        On and After This Date	  	 This Option Shall be Exercisable With Respect to
 the Following Number of Shares in Each Period
 Becoming Fully Vested on the Date
Shown.

	 %%VEST_DATE_PERIOD1,’Month DD,
                           YYYY’%-%
	  	        %%SHARES_PERIOD1,’999,999,999’%-%
	 %%VEST_DATE_PERIOD2,’Month DD,
                           YYYY’%-%
	  	        %%SHARES_PERIOD2,’999,999,999’%-%
	 %%VEST_DATE_PERIOD3,’Month DD,
                           YYYY’%-%
	  	        %%SHARES_PERIOD3,’999,999,999’%-%
	 %%VEST_DATE_PERIOD4,’Month DD,
                           YYYY’%-%
	  	        %%SHARES_PERIOD4,’999,999,999’%-%
	Total Shares:	  	%%TOTAL_SHARES_GRANTED,’999,999,999’%-%

 NOTE, schedule does not reflect cumulative vesting. 

IN WITNESS WHEREOF, the Company has granted this Option, subject to the terms set forth herein, on the
date of grant specified above. 
   ACTAVIS, INC 





 
   Chief Executive Officer 








									
	 ACCEPTED:
  

                Holder’s Signature

 

                         
 Address
  
	 		  	 Note: This document constitutes the
Company’s offer to enter into an agreement under the terms set forth herein. This offer will expire without further notice at 5 o’clock Pacific Time sixty days after the date of grant of the Option set forth above, unless this offer
is accepted by Holder by the delivery of this original Notice of Grant and Signature Page, executed by Holder to the Company on or prior to the offer’s expiration date.
	  	 	  	
	  

    
	 		  		  		  	
	Holder’s Taxpayer Identification Number	  	GRANT NO:  %%OPTION_NUMBER%-%	  		  	

 Stock Option 

  
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 EXHIBIT 1-A 

AWARD AGREEMENT 
 THIS AWARD AGREEMENT, dated as of the Date of Grant appearing on the Notice of Grant and Signature Page hereof, is made by and between Actavis, Inc, a Nevada corporation (the “Company”), and the
Employee whose name and signature appear on the Notice of Grant and Signature Page hereof (“Holder”). 
 WHEREAS, the
Company wishes to grant Holder an option (the “Option”) to purchase shares of its common stock, par value $.0033 per share (the “Common Stock”), pursuant to the terms of the Notice of Grant and Signature Page, this Agreement and
the Amendment and Restatement of The 2001 Incentive Award Plan of Actavis Inc., as amended from time to time (the terms of which are hereby incorporated by reference and made a part of this Agreement, the “Plan”); and 

WHEREAS, it has been determined that it would be to the advantage and best interest of the Company and its stockholders to grant Holder
the Option as an inducement to enter into or remain in the service of the Company or its Subsidiaries and as an incentive for increased efforts during such service. 
 NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

 ARTICLE I 
 GRANT OF OPTION 
 Section 1.1 - Grant of Option and Purchase
Price.  The Company grants to Holder the option to purchase any part or all of an aggregate of that many shares of Common Stock as set forth on the Notice of Grant and Signature Page hereto, upon the terms and conditions set forth in
this Agreement. The per share purchase price of the shares of Common Stock covered by the Option shall be as set forth on the Notice of Grant and Signature Page hereto, without commission or other charge. 

Section 1.2 - Consideration to Company.  In consideration of the granting of this Option by the Company,
Holder agrees to render faithful and efficient services to the Company or a Subsidiary, with such duties and responsibilities as the Company shall from time to time prescribe, for a period of at least one (1) year from the date this Option is
granted. Nothing in this Agreement or in the Plan shall confer upon Holder any right to continue in the employ or engagement of the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge or terminate the engagement with Holder at any time for any reason whatsoever, with or without Cause. 
 ARTICLE II 
 PERIOD OF EXERCISABILITY 

Section 2.1 - Exercisability.  Subject to Section 2.2, Section 4.5 and the terms of any written
agreement between the Company and Holder relating to the exercisability of the Option, the Option shall become exercisable as set forth in the Notice of Grant and Signature Page hereto. No portion of the Option which is unexercisable at Termination
of Employment shall thereafter become exercisable. Each such installment which becomes exercisable pursuant to this Section 2.1 shall remain exercisable until it becomes unexercisable under Section 2.2 or the Plan. 

  
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 Section 2.2 - Expiration of Option.  (a) Subject to
subsection (b), the Option may not be exercised to any extent by anyone after the first to occur of the following events: 
 (i)          The expiration of ten (10) years from the date the Option was granted; 

(ii)          Except in the case of Holder’s disability (within
the meaning of Section 22(e)(3) of the Code) or as set forth in Sections 2.2(a)(iv) and (v), the expiration of three (3) months from the date of Holder’s Termination of Employment, unless Holder dies within said three month period;

 (iii)         In the case of Holder’s disability (within
the meaning of Section 22(e)(3) of the Code), the expiration of one (1) year from the date of Holder’s Termination of Employment by reason of Holder’s disability; 

(iv)         The expiration of one (1) year from the date of
Holder’s death; or 
 (v)          Upon Holder’s
Termination of Employment, by the Company or a Subsidiary of the Company for Cause, at the discretion of the Administrator effective upon written notice to Holder. 
 (b)       If, upon Holder’s Termination of Employment, Holder has completed five or more years of continuous service with the Company or a Subsidiary, subsection
(a) shall not apply, and the Option may not be exercised to any extent by anyone after the first to occur of the following events: 
 (i)          The expiration of ten (10) years from the date the Option was granted; or 

(ii)         The expiration of two (2) years from the date of
Holder’s Termination of Employment. 
 Section 2.3 – Special Tax Consequences.  Holder
acknowledges that, to the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code),
including the Option, are exercisable for the first time by Holder during any calendar year under the Plan and all other incentive stock option plans of the Company, any Subsidiary and any parent corporation thereof (within the meaning of
Section 422 of the Code)) exceeds $100,000, such options shall not be treated as “incentive stock options” to the extent required by Section 422 of the Code. Holder further acknowledges that the rule set forth in the preceding
sentence shall be applied by taking options into account in the order in which they were granted. For purposes of these rules, the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted.

 ARTICLE III 
 EXERCISE OF OPTION 
 Section 3.1 - Person Eligible to
Exercise.  During the lifetime of Holder, only Holder may exercise the Option or any portion thereof. After the death of Holder, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under
Section 2.2 or the Plan, be exercised by Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under the then applicable laws of descent and distribution. 

Section 3.2 - Partial Exercise.  Any exercisable portion of the Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part as to whole shares only at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 2.2 or the Plan. 

  
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 Section 3.3 - Manner of Exercise.  The Option, or any
exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable, of all of the following prior to the time
when the Option or such portion becomes unexercisable under Section 2.2 or the Plan: 

(a)         A written notice complying with the applicable rules established by the
Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by Holder or other person then entitled to exercise the Option or such portion; and 

(b)         (i) Full cash payment to the Secretary of the Company for the shares with
respect to which such Option or portion is exercised; 
 (ii) With the consent of the Administrator (which consent may be
withheld in its sole and absolute discretion), (A) shares of the Company’s Common Stock owned by Holder, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of
the Option or exercised portion thereof, or (B) shares of the Company’s Common Stock issuable to Holder upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or
exercised portion thereof; 
 (iii) With the consent of the Administrator (which consent may be withheld in its sole and
absolute discretion), a notice that Holder has placed a market sell order with a broker with respect to shares of the Company’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient
portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or 
 (iv) With the
consent of the Administrator (which consent may be withheld in its sole and absolute discretion), any combination of the consideration provided in the foregoing subparagraphs (i), (ii) and (iii); and 

(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is
required to withhold upon exercise of the Option. With the consent of the Administrator (which consent may be withheld in its sole and absolute discretion), all or part of such payment may be made in the form of (i) shares of the Company’s
Common Stock owned by Holder, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to Holder upon exercise of the Option with a Fair Market
Value equal to the sums required to be withheld; provided, that the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of the Option (or which may be repurchased from Holder
within six months after such shares of Common Stock were acquired by Holder from the Company) in order to satisfy Holder’s federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the
Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax
income and payroll tax purposes that are applicable to such supplemental taxable income; and 
 (d) In the event the Option or
portion shall be exercised pursuant to Section 3.1 by any person or persons other than Holder, appropriate proof of the right of such person or persons to exercise the Option. 

Section 3.4 - Conditions to Issuance of Stock Certificates.  The shares of stock deliverable upon the
exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or, to the extent applicable to the Company, issued shares which have then been reacquired by the Company. Such shares shall be fully paid and
nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

 (a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; and


  
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 (b) The completion of any registration or other qualification of such shares under any state
or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; and 

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable; and 
 (d) The lapse of such reasonable period of time following
the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience; and 

(e) The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state or local tax
law, the Company (or other employer corporation) is required to withhold upon exercise of the Option. 
 Section 3.5
- Rights as Stockholder.  Holder shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of the Option unless and until certificates
representing such shares have been issued by the Company to Holder. 
 ARTICLE IV 

OTHER PROVISIONS 
 Section 4.1 – Administration.  The Administrator shall have the power to interpret the Plan and this Agreement, and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules and to amend this Agreement provided that the rights or obligations of Holder are not affected adversely. All actions taken and all
interpretations and determinations made by the Administrator in good faith shall be final and binding upon Holder, the Company and all other interested persons. No member of the Administrator shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or the Option. 
 Section 4.2 - Option Not
Transferable.  Neither the Option nor any interest or right therein or part thereof shall be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of
the Administrator, pursuant to a DRO, unless and until the shares underlying such Option have been issued. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Holder or his
successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding
sentence. 
 During the lifetime of Holder, only he may exercise an Option (or any portion thereof) granted to him under the
Plan, unless it has been disposed of with the consent of the Administrator pursuant to a DRO. After the death of Holder, any exercisable portion of an Option may, prior to the time when such 

  
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portion becomes unexercisable under the Plan or this Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Holder’s will or under the
then applicable laws of descent and distribution. 
 Section 4.3 – Notices.  Any notice to be
given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to Holder shall be addressed to him at the address given beneath his signature hereto. By a notice given
pursuant to this Section 4.3, either party may hereafter designate a different address for notices to be given to him. Any notice which is required to be given to Holder shall, if Holder is then deceased, be given to Holder’s personal
representative if such representative has previously informed the Company of his status and address by written notice under this Section 4.3. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed
as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 
 Section 4.4 – Titles and Construction.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this
Agreement. This Agreement shall be administered, interpreted and enforced under the internal laws of the State of California, without regard to conflicts of laws thereof. 
 Section 4.5 - Conformity to Securities Laws.  Holder acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and
the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan shall be administered, and
the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations. 
 ARTICLE V 
 DEFINITIONS 
 Whenever the following terms are used in this Agreement, they
shall have the meaning specified below. The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates. All capitalized terms used herein without definition shall have the meanings ascribed
to such terms in the Plan. 
 “Cause” shall mean (i) “Cause”, as defined in the employment agreement,
if any, between the Company or a Subsidiary of the Company and Holder, as in effect from time to time, or (ii) in the absence of such an employment agreement, as determined by the Administrator in its sole discretion, (A) Holder’s
conviction of, or no contest plea to, a felony or a misdemeanor involving moral turpitude, or (B) Holder’s gross negligence or misconduct, or material violation of the Company’s policies (including without limitation the
Company’s policy on insider trading), or a material breach of Holder’s duties or loyalty to the Company, or (C) Holder’s fraud, embezzlement or criminal conduct that is damaging to the Company, or (D) Holder’s willful
or continued failure to substantially perform his or her duties to the Company. 
 EXHIBIT 1-B 

AMENDMENT AND RESTATEMENT OF THE 2001 INCENTIVE AWARD PLAN 

Provided Separately 

  
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