Exhibit 10.24



 EXHIBIT 10.24 

 

 

 2011 
 MANAGEMENT BONUS PLAN 
  
  

 
  
  

  
  








  

PURPOSE OF THE PLAN 

The Allergan, Inc. 2011 Management Bonus Plan (the “Plan”) is designed to reward eligible management-level employees for their
contributions to providing Allergan’s stockholders increased value for their investment through the successful accomplishment of specific financial objectives and individual performance objectives. 

 
  
 PLAN YEAR 
 The Plan year runs from January 1, 2011 through
December 31, 2011. 
  
  

ELIGIBILITY 

Unless otherwise provided in a written agreement between the Company and the applicable employee, and subject to the terms of the Plan,
you are eligible to participate in the Plan for the Plan year if you are: 
  

	•	 	 employed as a regular full-time or part-time employee of Allergan, Inc. and its subsidiaries (collectively, the “Company”) as of
June 30, 2011, 


  

	•	 	 in salary grades 7E and above, 


  

	•	 	 regularly scheduled to and work 20 or more hours per week, 



 

	•	 	 not covered by any other bonus or sales incentive plan (including the Executive Bonus Plan). 



 

	•	 	 actively employed by the Company on the date bonuses are paid (and are not on counseling review on such date) or you otherwise qualify for a
pro-rated bonus upon retirement, disability, death or layoff under the terms set forth below. Any employee who terminates for reasons other than those noted below will receive no bonus. 



Bonuses for the Plan year, if any, will be prorated for any participant who (i) becomes eligible to participate in the Plan after
the beginning of the Plan year, (ii) retires on or after his or her “normal retirement” date (“normal retirement” is defined as termination of employment after the Plan participant has attained age 55, provided that such
participant has been employed by the Company for a minimum of 5 years), (iii) becomes disabled, (iv) dies or (v) transfers into a position covered by another incentive plan. Notwithstanding the foregoing, a participant will receive no
bonus in cases of normal retirement or termination that, in either case, the Company determines in its sole discretion to be (a) by mutual agreement, (b) due to performance issues or (c) for serious misconduct. Bonuses, if any, for
any participant who is laid-off will be prorated provided the participant was eligible to participate in the Plan for at least six months of the Plan year. All proration will be based on the number of months of participation in the Plan during the
Plan year. 
 Notwithstanding anything in this Plan to the contrary, any individual who (a) performs services for the
Company and is classified or paid as an independent contractor (regardless of his or her classification for federal tax or other legal purposes) by the Company or (b) performs services for the Company pursuant to an agreement between the
Company and any other person or entity (e.g. a leasing organization) shall not be eligible to participate in the Plan. 

  
  

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PERFORMANCE OBJECTIVES 
 Bonuses under the Plan are determined based on both corporate performance and individual performance in relation to pre-established objectives, as follows: 

CORPORATE OBJECTIVES 
  

	¿	 Earnings Per Share (“EPS”)—EPS is defined as adjusted net earnings from continuing operations as measured by Wall Street
divided by the weighted average number of common and common equivalent shares on a diluted basis. 


  

	¿	 Revenue Growth in Local Currency—Net sales stated in constant local currency compared to the prior year. Specifically defined as the
percentage change in annual net sales in constant local currency from the previous fiscal year end to the current fiscal year end (“Revenue Growth”). The purpose of net sales stated in constant local currency is to remove any impact on net
sales growth from changes in currency exchange rates from year to year. 


  

	¿	 Research and Development (“R&D”) Reinvestment Rate—R&D expense as a percentage of revenue. Specifically defined as the
total annual R&D expense as a percentage of annual net sales as of the current fiscal year end. 


  

	¿	 Operating Income—Operating Income compared to budget may be considered for allocation of bonus pool amounts by Business Unit/Function.
Operating Income is defined as Net Sales minus Cost of Goods minus Selling and General Administrative expenses minus Research & Development minus allocated corporate interest where applicable. 



INDIVIDUAL OBJECTIVES 

Management Bonus Objectives (“MBOs”) are prepared by each participant and his or her supervisor at the beginning of the Plan
year and may be modified throughout the year as necessary. Objectives should reflect major results and accomplishments to be achieved in order to meet short and long-term business goals that contribute to increased stockholder value. MBOs are
expressed as specific, quantifiable measures of performance in relation to key operating decisions for the participant’s business unit, such as managing inventory levels, receivables, expenses, payables, increasing sales, eliminating
unnecessary capital expenditures, etc. 
 At the end of the Plan year, the supervisor evaluates the participant’s
performance in relation to his or her objectives in order to determine the size of the bonus award, if any. A more detailed description of how the award is calculated is provided under “Individual Bonus Award Calculation.” 

 
  
 BONUS POOL CALCULATION 
 The components of this calculation for the
bonus pool amount are: (1) EPS, (2) Revenue Growth and (3) R&D Reinvestment Rate. 
 Bonus pool amount 

Bonuses become payable when the Company achieves a threshold level of 
 target EPS performance. The bonus pool is determined by EPS performance, 
 Revenue
Growth and R&D Reinvestment Rate as outlined in the table below. 

  
  

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	Earnings Per Share	  	 	  	Revenue
Growth	  	 	  	R&D Reinvest
Rate	  	 	  	 
	 	 	 		 	 		 	 		 
	 EPS

Range%
	  	
EPS Range    	  	
Bonus % of    
Target	  	 	  	
Revenue
Growth	  	
Bonus % of    
Target	  	 	  	
R&D
Reinvest
Rate	  	
Bonus % of    
Target	  	 	  	Bonus % of    
Target
	 		 		 	 		 	 		 
	 -4.2%
	  	-$0.150	  	0.0%	  		  		  	 	  		  		  	 	  		  	0.0%
	 		 		 	 		 	 		 
	 -2.2%
	  	-$0.080	  	46.0%	  		  	3.7%	  	0.0%	  		  	14.85%	  	0.0%	  		  	46.0%
	 		 		 	 		 	 		 
	 -1.9%
	  	-$0.070	  	57.0%	  		  	4.7%	  	2.0%	  		  	15.10%	  	2.0%	  		  	61.0%
	 		 		 	 		 	 		 
	 -1.3%
	  	-$0.045	  	68.0%	  		  	5.7%	  	4.0%	  		  	15.35%	  	4.0%	  		  	76.0%
	 		 		 	 		 	 		 
	 -1.0%
	  	-$0.035	  	72.0%	  		  	6.7%	  	6.0%	  		  	15.60%	  	6.0%	  		  	84.0%
	 		 		 	 		 	 		 
	 -0.6%
	  	-$0.020	  	76.0%	  		  	7.7%	  	8.0%	  		  	15.85%	  	8.0%	  		  	92.0%
	 		 		 	 		 	 		 
	 	  	Target	  	80.0%	  		  	8.7%	  	10.0%	  		  	16.10%	  	10.0%	  		  	100.0%
	 		 		 	 		 	 		 
	 0.8%
	  	$0.030	  	84.0%	  		  	9.7%	  	13.8%	  		  	16.35%	  	13.8%	  		  	111.5%
	 		 		 	 		 	 		 
	 1.7%
	  	$0.060	  	88.0%	  		  	10.7%	  	17.5%	  		  	16.60%	  	17.5%	  		  	123.0%
	 		 		 	 		 	 		 
	 2.2%
	  	$0.080	  	92.0%	  		  	11.7%	  	21.3%	  		  	16.85%	  	21.3%	  		  	134.5%
	 		 		 	 		 	 		 
	
2.8%
	  	$0.100	  	96.0%	  		  	12.7%	  	25.0%	  		  	17.10%	  	25.0%	  		  	146.0%


Revenue Growth and R&D Reinvestment Rate components of the bonus pool may not exceed target unless EPS performance is
equal to or greater than target. If actual results fall between the performance levels shown above, bonuses will be prorated accordingly. For sake of clarity, if the Company’s performance exceeds any of the targets for Revenue Growth and/or
R&D Reinvestment Rate, but EPS does not exceed the threshold level of target EPS performance, no bonus will be payable. 
 BONUS POOL
DIFFERENTIATION BY BUSINESS UNIT/FUNCTION 
  

	¿	 Operating Income—The target bonus pool determined by EPS, Revenue Growth and R&D Reinvestment Rate performance may be modified for
each business unit/function based on Operating Income results vs. budget. That is, a business unit that exceeds budget may receive a greater share of the total Company pool than a business unit that is below budget. 



At the end of the year, the Company’s Chief Executive Officer may recommend adjustments to the bonus pool levels to the Organization
and Compensation Committee (the “Committee”) after consideration of key operating results. When calculating corporate performance for purposes of this Plan, the Committee has the discretion to include or exclude any or all of the following
items: 
  

	 	•	 	 extraordinary, unusual or non-recurring items; 


  

	 	•	 	 effects of accounting changes; 


  

	 	•	 	 effects of financing activities; 


  

	 	•	 	 expenses for restructuring or productivity initiatives; 



 

	 	•	 	 other non-operating items; 


  

	 	•	 	 spending for acquisitions; 


  

	 	•	 	 effects of divestitures; 


  

	 	•	 	 amortization of acquired intangible assets; and 


  

	 	•	 	 any other items of significant income or expense which are determined to be appropriate adjustments. 



  
  

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INDIVIDUAL BONUS AWARD CALCULATION 
 Target bonus awards are expressed as a percentage of the participant’s eligible earnings for the Plan year (as determined by the Compensation department in its discretion). The target percentages
vary by salary grade (see Attachment No. 1). A participant’s actual bonus award may vary above or below the targeted level based on the supervisor’s evaluation of his or her performance in relation to the predetermined MBOs. Except as
may otherwise be approved by the Committee, each participant’s actual bonus award may be modified down to 0% or up to 150% of his or her target bonus amount. However, the total of all bonus awards given within each business unit must total no
more than 100% of the total bonus pool dollars allocated to that business unit. 
  

 
 METHOD OF PAYMENT 

Except as may otherwise be approved by the Committee, for participants who are subject to a Company executive stock ownership guideline,
any bonus will be paid in cash up to a maximum amount equal to 100% of the participant’s bonus targets and the portion of the bonus attributable to performance over such targets is paid in restricted stock or restricted stock units with 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 2008 Incentive Award Plan, as amended, restated, modified, supplemented or superseded.
Upon a recipient’s normal retirement eligibility date (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) all of the restrictions imposed on the
recipient’s restricted stock shall lapse or the recipient’s restricted stock units shall vest, as applicable. 
 For
all other participants, any bonus will be paid in cash. Bonus awards are paid following the close of the Plan year after the review and authorization of bonuses by the Committee. 

Bonuses will be paid within 30 days following management communication of the award, with cash bonuses paid through the participant’s
normal payroll channel. In the event of a Change in Control (as defined in Attachment No. 2), bonuses will be paid within 30 days of the effective date of the Change in Control. 

 
  
 CHANGE IN CONTROL 
 If a Change in Control occurs after the close of
the Plan year and Company performance supports bonus pool payment, participants will be paid a bonus based on performance in relation to the EPS, Revenue Growth and R&D Reinvestment Rate targets. 

If the Change in Control occurs during the Plan year, participants will be paid a bonus prorated to the effective date of the Change in
Control and EPS, Revenue Growth and R&D Reinvestment Rate performance will be deemed to be the greater of: 
  

	 	•	 	 100% of the EPS, Revenue Growth and R&D Reinvestment Rate targets; or 



 

	 	•	 	 the prorated actual year-to-date performance. 


 In either case, a participant’s actual bonus may vary above or below the targeted level according to the provisions outlined in “Individual Bonus Award Calculation” above. Participants must
be employed by the Company or its successor on the effective date of the Change in Control in order to receive the prorated payment, unless their employment is terminated by reason of retirement, death or disability or if it is determined that any
such participant is terminated without cause in connection with the Change in Control. For purposes of this Plan, “cause” shall be limited to only three types of events: the willful refusal to comply with a lawful, written


  
  

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instruction of the Company’s Board of Directors so long as the instruction is consistent with the scope and responsibilities of the participant’s position prior to the Change in
Control; dishonesty which results in a material financial loss to the Company (or to any of its affiliated companies) or material injury to its public reputation (or to the public reputation of any of its affiliated companies); or conviction of any
felony involving an act of moral turpitude. 
  
  

SECTION 409A 
 Any bonuses that become payable under this Plan to participants who are subject to U.S. federal income taxes are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”), as short-term deferrals within the meaning of Treasury Regulation section 1.409A-1(b)(4), and this Plan shall be administered and construed consistent with this intent. For purposes of the foregoing, any bonus
that becomes payable to such a participant shall be paid no later than the 15th day of the third month following the end of the later of (i) the participant’s first taxable year in which the participant’s right to receive such bonus is no longer subject to a
“substantial risk of forfeiture” (within the meaning of Section 409A) or (ii) the Company’s first taxable year in which the participant’s right to receive such bonus is no longer subject to a substantial risk of
forfeiture. 
  
  
 GENERAL 
 Management reserves the right to define corporate
performance and individual performance, to interpret the Plan document to make factual determinations under the Plan in its sole discretion, and to review, alter, amend, or terminate the Plan at any time subject to approval of the Committee. This
Plan does not constitute a contract of employment and cannot be relied upon as such. Any questions regarding this Plan should be directed to the Human Resources department or the Vice President, Global Compensation and Benefits. This Plan document
supersedes any previous document you may have received. 

  
  

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 ATTACHMENT NO. 1 

ALLERGAN 

 

2011 MANAGEMENT BONUS PLAN 

 TARGET AWARDS 
  

					
	 	  	US	 	Intl
			
	Salary Grade / Title	  	Target Bonus	 	Target Bonus
			
	 7E
	  	15%	 	20%
			
	 8E
	  	20%	 	25%
			
	 9E
	  	25%	 	30%
			
	 10E
	  	30%	 	35%
			
	 11E
	  	40%	 	40%
			
	 12E
	  	40%	 	45%
			
	 13E
	  	45%	 	50%
			
	 14E
	  	55%	 	
			
	 EVP, General Counsel & Assistant Secretary
	  	55%	 	
			
	 EVP, Human Resources
	  	55%	 	
			
	 EVP, Global Technical Operations
	  	60%	 	
			
	 EVP, R&D, Chief Scientific Officer
	  	75%	 	
			
	 EVP, Finance & Business Development, CFO
	  	75%	 	


  
  

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 ATTACHMENT NO. 2 

CHANGE IN CONTROL DEFINITION 
 “Change in Control” shall mean the following and shall be deemed to occur if any of the following events occur: 

(a) Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) (a “Person”), who becomes the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act or any successor rule (a “Beneficial Owner”), directly or indirectly, of
securities of Allergan, Inc., a Delaware corporation (“Allergan”) representing (i) 20% or more of the combined voting power of Allergan’s then outstanding voting securities, which acquisition is not approved in advance of the
acquisition or within 30 days after the acquisition by a majority of the Incumbent Board (as hereinafter defined) or (ii) 33% or more of the combined voting power of Allergan’s then outstanding voting securities, without regard to whether
such acquisition is approved by the Incumbent Board; or 
 (b) Individuals who, as of the date hereof,
constitute the Board of Directors of Allergan (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director subsequent to the date hereof whose
election, or nomination for election by Allergan’s stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest relating to the election of the directors of Allergan) shall be considered as though such person were a member of the Incumbent Board of Allergan; or 

(c) The consummation of a merger, consolidation or reorganization involving Allergan, other than one which satisfies
both of the following conditions: 
 (1) a merger, consolidation or reorganization which would result in the
voting securities of Allergan outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) at least 55% of the combined voting power of the voting
securities of Allergan or such other entity resulting from the merger, consolidation or reorganization (the “Surviving Corporation”) outstanding immediately after such merger, consolidation or reorganization and being held in substantially
the same proportion as the ownership in Allergan’s voting securities immediately before such merger, consolidation or reorganization, and 
 (2) a merger, consolidation or reorganization in which no Person is or becomes the Beneficial Owner directly or indirectly, of securities of Allergan representing 20% or more of the combined voting power
of Allergan’s then outstanding voting securities; or 
 (d) The stockholders of Allergan approve a plan of
complete liquidation of Allergan or an agreement for the sale or other disposition by Allergan of all or substantially all of Allergan’s assets. 
 Notwithstanding the preceding provisions, a Change in Control shall not be deemed to have occurred if the Person described in the preceding provisions is (1) an underwriter or underwriting syndicate
that has acquired the ownership of any of Allergan’s then outstanding voting securities solely in connection with a public offering of Allergan’s securities, (2) Allergan or any subsidiary of Allergan or (3) an employee stock
ownership plan or other employee benefit plan maintained by Allergan (or any of its affiliated companies) that is qualified under the provisions of the Internal Revenue Code of 1986, as amended. In addition, notwithstanding the preceding provisions,
a Change in Control shall not be deemed to have occurred if the Person described in the preceding provisions becomes a Beneficial Owner of more than the permitted amount of outstanding securities as a result of the acquisition of voting securities
by Allergan which, by reducing the number of voting securities outstanding, increases the proportional number of shares beneficially owned by such Person, provided, that if a Change in Control would occur but for the operation of this sentence and
such Person becomes the Beneficial Owner of any additional voting securities (other than through the grant or issuance of securities pursuant to an award (e.g., stock option grant, restricted stock award, restricted stock unit award) granted by the
Company, or through a stock dividend or stock split), then a Change in Control shall occur. 

  
  

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