EX-10.1



 Exhibit 10.1 

Employee Severance Pay Plan 

for Employees of 

Actavis, Inc. and Certain of Its 

U.S. Subsidiaries 

(Effective January 1, 2014) 







 Contents 
  

					
	 Article 1. Introduction
	  	 	1	  
	 1.1 Establishment and Amendment of the Plan
	  	 	1	  
	 1.2 Status of the Plan
	  	 	1	  
		
	 Article 2. Definitions
	  	 	2	  
	 2.1 Affiliate
	  	 	2	  
	 2.2 Annual Base Salary
	  	 	2	  
	 2.3 Base Pay
	  	 	2	  
	 2.4 Board
	  	 	2	  
	 2.5 Change of Control Severance Plan
	  	 	2	  
	 2.6 Code
	  	 	2	  
	 2.7 Committee
	  	 	2	  
	 2.8 Company
	  	 	3	  
	 2.9 Disability
	  	 	3	  
	 2.10 Effective Date
	  	 	3	  
	 2.11 Eligible Employee
	  	 	3	  
	 2.12 Employee
	  	 	4	  
	 2.13 ERISA
	  	 	4	  
	 2.14 Laid Off
	  	 	4	  
	 2.15 Plan
	  	 	4	  
	 2.16 Plan Year
	  	 	5	  
	 2.17 Qualifying Termination of Employment
	  	 	5	  
	 2.18 Regular Severance Benefit
	  	 	5	  
	 2.19 Release
	  	 	5	  
	 2.20 Relocation
	  	 	5	  
	 2.21 Salary Grade Level
	  	 	5	  
	 2.22 Severance Benefits
	  	 	5	  
	 2.23 Specified Employee
	  	 	5	  
	 2.24 Substitute Severance Benefit
	  	 	6	  
	 2.25 Successor Employer
	  	 	6	  
	 2.26 Termination of Employment
	  	 	6	  
	 2.27 U.S. Subsidiary
	  	 	7	  
	 2.28 Years of Service
	  	 	7	  
		
	 Article 3. Eligibility for Benefits
	  	 	8	  
	 3.1 Eligibility for Benefit
	  	 	8	  
	 3.2 Release
	  	 	9	  
	 3.3 Refusal to Accept Comparable Position
	  	 	9	  
	 3.4 409A Cure Period
	  	 	9	  
	 3.5 Employment with a Successor
	  	 	9	  
	 3.6 Company Discretion as to Eligibility
	  	 	10	  


  
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	 Article 4. Amount of Benefits
	  	 	11	  
	 4.1 Regular Severance Benefit
	  	 	11	  
	 4.2 Substitute Severance Benefit
	  	 	11	  
	 4.3 Company Discretion as to Amount of Benefit
	  	 	12	  
	 4.4 Offsets
	  	 	12	  
		
	 Article 5. Benefits
	  	 	13	  
	 5.1 Timing
	  	 	13	  
	 5.2 Death While in Pay Status
	  	 	14	  
	 5.3 Health Benefits
	  	 	14	  
	 5.4 Career Transition Assistance
	  	 	15	  
	 5.5 Educational Reimbursement Benefits
	  	 	15	  
	 5.6 Status as Designated Reimbursement or In-Kind Payment Plans
	  	 	16	  
		
	 Article 6. Cost of the Plan
	  	 	17	  
	 6.1 Plan Costs
	  	 	17	  
		
	 Article 7. Reemployment
	  	 	18	  
	 7.1 Reemployment of Eligible Employee
	  	 	18	  
		
	 Article 8. Amendment or Termination
	  	 	19	  
	 8.1 Amendment or Termination
	  	 	19	  
		
	 Article 9. Plan Administration
	  	 	20	  
	 9.1 Committee
	  	 	20	  
	 9.2 Operation of the Committee
	  	 	20	  
	 9.3 Agents
	  	 	20	  
	 9.4 Compensation and Expenses
	  	 	21	  
	 9.5 Committee’s Powers and Duties
	  	 	21	  
	 9.6 Committee’s Decisions Conclusive/Exclusive Benefit
	  	 	22	  
	 9.7 Indemnity
	  	 	22	  
	 9.8 Insurance
	  	 	24	  
	 9.9 Fiduciaries
	  	 	24	  
	 9.10 Notices
	  	 	24	  
	 9.11 Data
	  	 	25	  
	 9.12 Claims Procedure
	  	 	25	  
	 9.13 Effect of a Mistake
	  	 	27	  
		
	 Article 10. Miscellaneous Provisions
	  	 	28	  
	 10.1 No Enlargement of Employee Rights
	  	 	28	  
	 10.2 No Examination or Accounting
	  	 	28	  
	 10.3 Records Conclusive
	  	 	28	  
	 10.4 409A
	  	 	28	  
	 10.5 Service of Legal Process
	  	 	28	  
	 10.6 Governing Law
	  	 	28	  
	 10.7 Severability
	  	 	28	  


  
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	 10.8 Missing Persons
	  	 	29	  
	 10.9 Facility of Payment
	  	 	29	  
	 10.10 General Restrictions Against Alienation
	  	 	29	  
	 10.11 Gender and Number
	  	 	30	  
	 10.12 Counterparts
	  	 	30	  
	 10.13 Withholding
	  	 	30	  


  
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 Article 1. Introduction 

1.1 Establishment and Amendment of the Plan 
 Watson
Pharmaceuticals, Inc. (“Watson”) originally adopted this Employee Severance Pay Plan for Employees of Watson Pharmaceuticals, Inc. and Certain of Its U.S. Subsidiaries (“Plan”) effective as of January 1, 2006. The Plan was
amended, effective as of January 1, 2008, to clarify certain provisions regarding the eligibility to receive Severance Benefits, the amount of the Severance Benefits to which an Eligible Employee may be entitled and for compliance with the
final regulations under Internal Revenue Code (“Code”) section 409A. The Plan is now being amended, effective as of January 1, 2014, to reflect Actavis, Inc. as the sponsor of the Plan, and to make other changes to update the terms of
the Plan. The Plan is designed to provide certain Eligible Employees who are involuntarily terminated from the Company for specific reasons with Severance Benefits that will be paid for a specified period of time as if the Employee had continued in
employment with the Company. 
 1.2 Status of the Plan 

The Plan is intended to provide a severance or separation pay benefit and is intended to constitute an “employee welfare benefit plan” under ERISA
section 3(1). The provisions of this restated Plan are effective for Eligible Employees who become eligible for Severance Benefits on or after January 1, 2014. 

  
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 Article 2. Definitions 

2.1 Affiliate 
 “Affiliate” means: 

 

	(a)	Any entity or organization that, together with the Company, is part of a controlled group of corporations, within the meaning of Code section 414(b); 


 

	(b)	Any trade or business that, together with the Company, is under common control, within the meaning of Code section 414(c); and 

  

	(c)	Any entity or organization that is required to be aggregated with the Company, pursuant to Code section 414(m) or 414(o). 


An entity shall be an Affiliate only during the period when the entity has the required relationship, under this Section 2.1, with the Company. 

2.2 Annual Base Salary 
 “Annual Base Salary”
means an Eligible Employee’s gross, base annual rate of pay or salary, excluding overtime, bonuses, commissions, premium pay, shift differentials, employer-paid employee benefits, expense reimbursements, and similar amounts. If the Employee is
paid by the hour, Annual Base Salary is the Eligible Employee’s regular hourly rate multiplied by his or her regularly scheduled hours per year. 

2.3 Base Pay 
 “Base Pay” means an Eligible
Employee’s gross, base weekly rate of pay or salary, excluding overtime, bonuses, commissions, premium pay, shift differentials, employer-paid employee benefits, expense reimbursements, and similar amounts. If the Employee is paid by the hour,
Base Pay is the Eligible Employee’s regular hourly rate multiplied by his or her regularly scheduled hours per week. 
 2.4 Board 

“Board” means the Board of Directors of Actavis, Inc. 

2.5 Change of Control Severance Plan 
 “Change of
Control Severance Plan” means the Change of Control Severance Pay Plan for Certain Management Employees of Actavis, Inc. and Its U.S. Subsidiaries. 

2.6 Code 
 “Code” means the Internal Revenue
Code of 1986, as amended. 
 2.7 Committee 

“Committee” means the Actavis Employee Benefit Plans Committee or such body designated by the Company’s Board of Directors to replace such
committee. 

  
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 2.8 Company 

“Company” means Actavis, Inc., a Nevada corporation, its U.S. Subsidiaries, and any successor in interest to Actavis or such U.S. Subsidiary. 

2.9 Disability 
 “Disability” means a total
physical or mental condition which, in the opinion of the Committee, causes an Eligible Employee to be totally and presumably permanently disabled, due to sickness or injury, so as to be completely and presumably permanently unable to perform the
regular full-time active duties of his or her usual course of employment. 
 2.10 Effective Date 

“Effective Date” means January 1, 2014. 
 2.11
Eligible Employee 
 “Eligible Employee” means an Employee of the Company. Any Employee classified by the Company, in its sole discretion, as
being in one or more of the following categories, shall not be an Eligible Employee: 
  

	(a)	Any Employee with a currently effective employment agreement or contract (including a letter agreement) providing for severance benefits, unless such agreement or contract expressly refers to this Plan;


  

	(b)	Any Employee eligible for any other Company severance or separation pay plan, unless the Company notifies the individual in writing that he or she is eligible for this Plan; 


 

	(c)	Any Employee entitled to benefits under the Change of Control Severance Plan, if an event that triggers benefits under both plans occurs at substantially the same time; 


 

	(d)	Any newly hired Employee who is on a probationary period; 

  

	(e)	Any Employee absent from work on an indefinite unpaid leave of absence expected to exceed 90 days, unless eligibility is required by applicable federal or state law or the Company notifies the individual in writing,
after the leave of absence is approved, that he or she is eligible for benefits under this Plan; 

  

	(f)	Any Employee or other individual classified by the Company, in its sole discretion, as a temporary employee regardless of how long the individual is employed by the Company; 


 

	(g)	 Any individual whom the Company regards as an independent contractor (including an employee of such contractor) as evidenced by the Company’s
failure to withhold taxes from his or her compensation, even if such status as a contractor (or employment status, as applicable) is subsequently reclassified by the Internal Revenue Service, the Department of Labor, or any other governmental
agency, court or other tribunal, unless and until the Company in 



  
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fact designates such individual as an Employee and then only from the time of such designation forward without retroactive effect unless the Company, in its sole discretion, decides otherwise;


  

	(h)	Any Employee or other individual classified by the Company, in its sole discretion, as a project employee, unless the Company notifies the individual in writing that he or she is eligible for this Plan;


  

	(i)	Individuals who are leased employees of the Company within the meaning of Code section 414(n); 

  

	(j)	Individuals classified by the Company as part-time employees and scheduled to work fewer than 30 hours per week; 

  

	(k)	Any Employee, who is otherwise eligible to participate in the Plan, who agreed in writing to waive eligibility for Severance Benefits under the Plan; 


 

	(l)	Employees classified by the Company as “foreign employees” meaning Employees based or employed in a foreign country or paid from a non-U.S. payroll (including an Employee based in the Commonwealth of Puerto
Rico and paid from a payroll in Puerto Rico); and 

  

	(m)	Employees whose terms and conditions of employment are subject to collective bargaining unless the applicable collective bargaining agreement specifically provides for their eligibility under this Plan.


 2.12 Employee 
 “Employee”
means an individual classified by the Company as a regular employee on the U.S. payroll, who is employed by the Company on a full-time basis (regularly scheduled to work 30 or more hours per week). It also includes any such person while on a leave
of absence granted by the Company. For the avoidance of doubt, “Employee” does not include any individual based or employed, or paid from a payroll, in the Commonwealth of Puerto Rico. 

2.13 ERISA 
 “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended. 
 2.14 Laid Off 

“Laid Off” means the elimination of an Employee’s position due to a restructuring or workforce reduction that results in such Employee’s
employment being terminated. 
 2.15 Plan 

“Plan” means the Employee Severance Pay Plan for Employees of Actavis, Inc. and Certain of Its U.S. Subsidiaries as restated herein and as
subsequently amended from time to time. 

  
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 2.16 Plan Year 

“Plan Year” means the consecutive 12-month period beginning January 1 and ending December 31. 

2.17 Qualifying Termination of Employment 

“Qualifying Termination of Employment” means an Eligible Employee’s Termination of Employment that, in the Company’s sole discretion,
qualifies the Eligible Employee for Severance Benefits so long as the Eligible Employee meets all applicable requirements to receive Severance Benefits under the Plan. 

2.18 Regular Severance Benefit 
 “Regular Severance
Benefit” means the benefit payable under Section 4.1 of the Plan. 
 2.19 Release 

“Release” means the executed and delivered irrevocable general release, in a form satisfactory to the Company, from the Employee to the Company
releasing the Company from any and all claims relating to the Employee’s employment, including, but not limited to, retirement and welfare benefits with the Company. 

2.20 Relocation 
 “Relocation” means the
Company’s decision to relocate an Eligible Employee’s principal work site such that it represents a material change in the geographic location at which the Eligible Employee must provide services to the Company (an increase in the one-way
commute distance of 50 miles or more will be presumed to be material for purposes of this Plan and Treasury Regulation section 1.409A-1(n)). 
 2.21
Salary Grade Level 
 “Salary Grade Level” means the pay grade classification designated to each Employee by the Company at the Employee’s
date of hire and as subsequently modified by the Company from time to time. 
 2.22 Severance Benefits 

“Severance Benefits” means all benefits that may be payable under this Plan, including the: 

 

	(a)	Regular Severance Benefit described in Section 4.1, as applicable; 

  

	(b)	Substitute Severance Benefit described in Section 4.2, as applicable; 

  

	(c)	Health Benefits described in Section 5.3; as applicable; 

  

	(d)	Career Transition Assistance described in Section 5.4, as applicable; 

  

	(e)	Educational Reimbursement Benefits described in Section 5.5, as applicable. 


  
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 2.23 Specified Employee 

“Specified Employee” means an Eligible Employee qualifying as a “key employee” for purposes of Code section 416(i) (determined without
regard to Code section 416(i)(5)) by satisfying any one of the following conditions at any time during the 12-month period ending on each December 31 (the “Identification Date”): 

 

	(a)	The Eligible Employee is among the top-paid 50 officers of the Company with annual compensation (within the meaning of Code section 415(c)(3)) in excess of $165,000 (for the
December 31, 2013 Identification Date) (subject to cost-of-living adjustments in accordance with Code section 416(i)(1)); 


 

	(b)	The Eligible Employee is a five-percent owner; or 

  

	(c)	The Eligible Employee is a one-percent owner and has annual compensation (within the meaning of Code section 415(c)(3)) in excess of $150,000. 


If an individual is a key employee as of an Identification Date, the individual shall be treated as a Specified Employee for the 12-month period beginning on the April 1 following the Identification Date. For the limited purpose of applying the “one-percent” and “five-percent” ownership rules, ownership is determined with respect to the entity for which the Employee provides services. The Code’s controlled and affiliated service group rules do not apply when
determining an Employee’s ownership interests. 
 Notwithstanding the foregoing, an individual shall not be treated as a Specified Employee unless any
stock of the Company or a corporation affiliated with it pursuant to Code section 414(b) or (c) is publicly traded on an established securities market or otherwise. 

Notwithstanding the above, the Company may (but is not required to) adopt an alternative method for identifying Specified Employees, provided such method
satisfies the requirements set forth at Treasury Regulations section 1.409A-1(i)(5). 
 2.24 Substitute Severance Benefit 

“Substitute Severance Benefit” means a severance payment as provided in Section 4.2 meant to replace the Regular Severance Benefit. The
Substitute Severance Benefit payment, if applicable, will be described in writing to the Eligible Employee. 
 2.25 Successor Employer 

“Successor Employer” means any entity that acquires or assumes the Company’s facilities, operations or functions formerly carried out by the
Company (such as the buyer of a facility or an entity to which a Company operation or function has been outsourced), or any Affiliate making an offer of employment at the request of the Company. 

2.26 Termination of Employment 
 “Termination of
Employment” means the date of a termination of the employment relationship between the Employee and the Company (including an Affiliate), when both the employee and the Company (including an Affiliate) reasonably anticipated that no future
services would be performed after such date. For purposes of this Plan, 

  
 6 








 
the term Termination of Employment shall have the same meaning as the term “separation from service” as defined in Treasury Regulation section 1.409A-1(h) and the rules of such Treasury
Regulation (and other applicable guidance) will be applied to determine whether an Eligible Employee has a Termination of Employment. 
 2.27 U.S.
Subsidiary 
 “U.S. Subsidiary” means any domestic entity (other than Actavis, Inc.) in an unbroken chain of entities beginning with Actavis,
Inc. if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least eighty (80%) of the total combined voting power of all classes of
securities or interests in one of the other entities in such chain. 
 2.28 Years of Service 

“Years of Service” means the number of full years of active paid employment with the Company, counted from an Eligible Employee’s date of hire
to Termination of Employment. Employment with a predecessor entity will not be included, unless the Company, in its sole discretion, decides otherwise. No credit shall be given for periods of less than a full year. 

  
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 Article 3. Eligibility for Benefits 

3.1 Eligibility for Benefit 
  

	(a)	Subject to the conditions provided in this Article 3, Severance Benefits will be payable to each Eligible Employee who: 

  

	 	(1)	Is employed by the Company on or after the Effective Date; and 

  

	 	(2)	Is either: 

  

	 	(A)	Permanently and involuntarily Laid Off by the Company (such that both the Eligible Employee and the Company have the reasonable belief at the time of the layoff, based on all of the surrounding facts and circumstances,
that the Eligible Employee will not perform any future services for the Company); or 

  

	 	(B)	Subject to a Relocation and satisfies the requirements of Section 3.4. 

  

	(b)	An otherwise Eligible Employee shall forfeit his or her eligibility for Severance Benefits unless the Company is satisfied that such Employee has satisfactorily completed all reasonable transition requests made by the
Company, including, but not limited to, informing the Company of the location of business files and returning Company property to the Company. 

  

	(c)	An otherwise Eligible Employee will not be eligible for Severance Benefits if the otherwise Eligible Employee: 

  

	 	(1)	Resigns or otherwise voluntarily terminates employment with the Company; 

  

	 	(2)	Terminates employment with the Company after being informed by the Company that he or she is being permanently and involuntarily Laid Off but prior to the date set by the Company for the Eligible Employee’s
Termination of Employment. 

  

	 	(3)	Dies; 

  

	 	(4)	Incurs a Disability; 

  

	 	(5)	Is discharged by the Company for unsatisfactory performance or misconduct (including, but not limited to, conviction of any felony or a material violation of a Company policy); or 


 

	 	(6)	Materially breaches his or her duties to the Company and does not correct the breach within 30 days of receiving written notice of the breach from his or her immediate supervisor or designated Company officer or one of
their designees. 


  
 8 









	(d)	The Company has the right to cancel or reschedule an Eligible Employee’s permanent layoff (or job loss from job elimination) from the Company or proposed Relocation before the Eligible Employee’s Termination
of Employment. If the Company takes any of the actions set forth in the preceding sentence, the Eligible Employee shall not be eligible to receive Severance Benefits unless he or she has a subsequent event that entitles him or her to receive
Severance Benefits. 

 3.2 Release 
 No
Severance Benefits will be provided under this Plan to an Eligible Employee unless such Eligible Employee executes and delivers to the Company a Release, and does not revoke such Release within the time period prescribed in the Release. The Release
must be satisfactory to the Company in form and substance and must be delivered to the Company no later than the date prescribed by the Company. 
 3.3
Refusal to Accept Comparable Position 
 An otherwise Eligible Employee will not be eligible for Severance Benefits if the Eligible Employee refuses a
job offer for a comparable position with the Company in the same or same general geographic location, as determined by the Company in its sole discretion, such that any change in the Eligible Employee’s principal work site (if any) will not
result in a Relocation. Comparable positions might include a different position at the same level and/or authority, transferring to another department, changing shifts, etc. 

3.4 409A Cure Period 
 Any Eligible Employee who initiates
his or her own Termination of Employment following the Company’s notification to the Eligible Employee that he or she is subject to a Relocation will not be entitled to Severance Benefits unless such Eligible Employee: 

 

	(a)	Has timely (within 60 days of receiving notice of such Relocation) notified the Company that the Company, including any Successor Employer, has proposed a change in the Eligible Employee’s principal work site,
which would constitute a Relocation; 

  

	(b)	Has requested the Company to remedy such condition; and 

  

	(c)	The Company, after receiving such notice, declines to remedy such condition within 30 days. 

 3.5
Employment with a Successor 
 An otherwise Eligible Employee will not be eligible for Severance Benefits if the Eligible Employee has been offered
comparable employment by a Successor Employer, as determined by the Company in its sole discretion, to commence promptly after the Eligible Employee’s Termination of Employment with the Company (including any successor in interest to the
Company). 

  
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 3.6 Company Discretion as to Eligibility 

Notwithstanding the provisions of Article 3 above, the Company retains the unilateral and absolute right to determine whether or not one or more Employees will
be eligible for Severance Benefits under this Plan and whether or not such Employees are otherwise determined to be Eligible Employees for purposes of this Plan. 

  
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 Article 4. Amount of Benefits 

4.1 Regular Severance Benefit 
 Subject to the offset
described below in this Article 4, an Eligible Employee, who becomes eligible for benefits under this Plan in accordance with Article 3, will be entitled to a Regular Severance Benefit based on the Eligible Employee’s Base Pay and Salary Grade
Level in effect on the date of the Eligible Employee’s Qualifying Termination of Employment. The Regular Severance is payable in a manner consistent with the Company’s payroll practices as to such Eligible Employee immediately prior to his
or her Qualifying Termination of Employment, subject to the provisions of Article 5 below. The formula generally utilized to calculate the Regular Severance Benefit is as follows: 

 

			
	 Global Grade Level
	  	 Formula (Minimum/Maximum)

	 2 - 6
	  	One week of Base Pay for each Year of Service with a minimum of 4 weeks of Base Pay and a maximum of 26 weeks of Base Pay
		
	 7 - 10
	  	One week of Base Pay for each Year of Service with a minimum of 6 weeks of Base Pay and a maximum of 26 weeks of Base Pay
		
	 11 – 13
	  	One week of Base Pay for each Year of Service with a minimum of 12 weeks of Base Pay and a maximum of 26 weeks of Base Pay
		
	 14 – 15
	  	39 weeks
		
	 16 – 18
	  	52 weeks

 4.2 Substitute Severance Benefit 

At its sole discretion, the Company, through the Committee or otherwise, may award a Substitute Severance Benefit to any Eligible Employee in such amount, or
to be computed on such basis, as it may determine, to the extent that awarding such Substitute Severance Benefit will not trigger an excise tax under Code section 409A(a)(1)(B). Such awards may be granted for any reason deemed appropriate
by the Committee. Such Substitute Severance Benefit will be in lieu of any benefit to which the Employee may otherwise be entitled under the above Regular Severance Benefit schedule as set forth in Section 4.1. 

  
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 4.3 Company Discretion as to Amount of Benefit 

Notwithstanding the provisions of Sections 4.1 and 4.2, the Company retains the unilateral and absolute right to determine what, if any, Regular Severance
Benefit or Substitute Severance Benefit, as applicable, will be paid and whether or not the health benefits, career transition assistance and educational reimbursement benefits (all of which are described in Article 5) will be paid. The provisions
of this Section 4.3 shall not be applied if doing so would trigger an excise tax under Code section 409A(a)(1)(B). 
 4.4 Offsets 

If an Eligible Employee becomes entitled to severance benefits under any other severance plan, program or agreement maintained by the Company (including any
Successor Employer or other successor in interest to the Company, but excluding any benefit payable under this Plan) as a result of a Termination of Employment and the Company determines that the Eligible Employee is eligible to receive benefits
under this Plan, the Regular Severance Benefit or Substitute Severance Benefit, as applicable, payable under this Plan will be reduced by the severance benefits otherwise payable to the Eligible Employee under these other severance plans, programs,
or agreements to the extent that making such a reduction will not trigger an excise tax under Code section 409A(a)(1)(B). Additionally, severance and other additional benefits available under this Plan are not intended to duplicate
workers’ compensation wage replacement benefits, disability benefits,
pay-in-lieu-of-notice, severance pay, or similar benefits under other benefit plans,
severance programs, employment contracts, or applicable laws, such as the WARN act. Any such benefits to be paid under this Plan will be reduced by any such similar benefits required to be paid outside of the Plan to the extent that making such a
reduction will not trigger an excise tax under Code section 409A(a)(1)(B). 

  
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 Article 5. Benefits 

5.1 Timing 
  

	(a)	Subject to this Article 5, an Eligible Employee’s Regular Severance Benefit or Substitute Severance Benefit, as applicable, will begin to be paid in installments in a manner as provided by the Release and
consistent with the Eligible Employee’s previously applicable payroll cycle as soon as administratively practicable after the latest of all of the following has occurred: 


 

	 	(1)	The Termination of Employment of the Eligible Employee; and 

  

	 	(2)	The Eligible Employee’s Release has been executed, become irrevocable and enforceable within the maximum time period for execution and revocation of the Release (as provided in the Release). 


 

	(b)	If the total Regular Severance Benefit (or, if applicable, the total Substitute Severance Benefit) of an Eligible Employee exceeds two times that Eligible Employee’s annual pay limit (or two times annualized pay,
if such amount is less) as determined under Treasury Regulations section 1.409A-1(b)(9)(iii), the amount that exceeds the two times annual pay limit (or two times annualized pay, if applicable) will be
paid in a lump sum no later than March 15th of the year next following the Eligible Employee’s Qualifying Termination of Employment. 


All benefits payable pursuant to the terms of this Plan, including, for example, the Regular Severance Benefit, will be paid before the end of
the second Plan Year following the Plan Year in which the Qualifying Termination of Employment occurs. The intent of this provision is to satisfy the requirements for an exemption for certain separation pay plans as specified under Treasury
Regulation section 1.409A-1(b)(9) such that any benefit payable under this Plan, to the extent applicable, will not be treated as deferred compensation under Code section 409A. 

 

	(c)	If an Eligible Employee is a Specified Employee, payment of the Eligible Employee’s Severance Benefits, to the extent not otherwise exempt from Code section 409A, will not commence prior to the first day
of the month following the six-month anniversary of the Eligible Employee’s Termination of Employment. If a portion of the Eligible Employee’s Severance Benefits are subject to this Code
section 409A restriction, that portion of the Severance Benefits will be paid in a lump sum as soon as administratively practicable after the expiration of the six-month period described herein. 


 

	(d)	 Provided that the Committee has determined that a portion or all of an Eligible Employee’s Regular Severance Benefit or Substitute Severance
Benefit, as applicable, is not subject to Code section 409A, the Committee has the unilateral right to accelerate payments to an Eligible Employee of the portion of 



  
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the Eligible Employee’s Regular Severance Benefit or Substitute Severance Benefit, as applicable, that is not subject to Code section 409A, up to and including the right to satisfy the
entire severance obligation arising under this Plan in a lump sum payment. However, an Eligible Employee has no right to request or demand that the payment of any Severance Benefits be accelerated. 


 

	(e)	An Eligible Employee’s right to receive any installment payments under this Plan shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all
times be considered a separate and distinct payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii). 

 5.2 Death
While in Pay Status 
 Payment of Severance Benefits will not be made to a deceased former Eligible Employee. An Eligible Employee who dies while
receiving Severance Benefits under this Plan will, upon his or her death, no longer be eligible to receive Severance Benefits. No surviving spouse or other beneficiary will be entitled to any benefits under this Plan, including, but not limited to,
payments scheduled to have been paid to the Eligible Employee prior to his or her death. 
 5.3 Health Benefits 

 

	(a)	After an Eligible Employee’s Termination of Employment from the Company and the Company’s determination that such Eligible Employee is entitled to a Regular Severance Benefit or Substitute Severance Benefit,
as applicable, the Eligible Employee will also be entitled to certain additional benefits. The Company will contribute (if the Eligible Employee so selects) a portion of the total premium costs for medical, dental and vision coverages, available
under plans sponsored by the Company, on behalf of the Eligible Employee and the Eligible Employee’s enrolled dependents. 

  

	(b)	The Company’s contributions will be made for the same amount of time that the Eligible Employee is entitled to receive a Regular Severance Benefit, or Substitute Severance Benefit, as applicable, ignoring any
acceleration of the payment of such benefit. For example, if an Eligible Employee is entitled to receive a Regular Severance Benefit equal to 26 weeks of Base Pay, the Eligible Employee will also be entitled to receive the above described Company
contribution for health care coverages for 26 weeks, even if payment of the Eligible Employee’s Regular Severance Benefit is accelerated and paid in one lump sum payment. 


Such coverage will be provided in a manner allowing the Company (or a Successor Employer) to offset the otherwise applicable time periods for
which the Company is required to offer health care continuation coverage in a manner consistent with the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or other applicable state law. 

  
 14 









	(c)	The Company will make a contribution equal to the contribution currently made by the Company on behalf of its then similarly situated active employees for such health care coverages. The Eligible Employee will be
required to pay the rate currently paid by regular, actively employed Company employees and the amount of such employee coverage will be deducted from the Eligible Employee’s regularly scheduled Regular Severance Benefit payments or Substitute
Severance Benefit payments, as applicable, for as long as such Regular Severance Benefit payments or Substitute Severance Benefit payments, as applicable, are paid. If payment of the Regular Severance Benefit, or Substitute Severance Benefit, as
applicable, is accelerated or otherwise ends before the time period set forth in Section 5.3(b) ends, the Eligible Employee will be required to pay the Company directly for amounts that would have been deducted from the Eligible Employee’s
Regular Severance Benefit, or Substitute Severance Benefit, as applicable. 

  

	(d)	After the expiration of the time period in which the Eligible Employee is entitled to receive Company contributions as described in Section 5.3(b), the Eligible Employee will be required to pay the portion of the
premium payment previously paid by the Company. 

 5.4 Career Transition Assistance 

After an Eligible Employee’s Termination of Employment from the Company, and the Company’s determination that such Eligible Employee is entitled to a
Regular Severance Benefit or a Substitute Severance Benefit, as applicable, the Eligible Employee will be entitled to receive career transition assistance provided that the Eligible Employee receives such transition assistance during the period in
which such Eligible Employee’s Regular Severance Benefit or Substitute Severance Benefit, as applicable, is scheduled to be paid, ignoring any acceleration of the payment of such benefit. The amount and type of these benefits will be determined
in the Company’s sole discretion. 
 5.5 Educational Reimbursement Benefits 

After an Eligible Employee’s Termination of Employment from the Company, and the Company’s determination that such Eligible Employee is entitled to a
Regular Severance Benefit or a Substitute Severance Benefit, as applicable, the Company will continue to honor the contractual terms of any currently effective educational reimbursement agreement previously made between the Company and the Eligible
Employee provided that the Eligible Employee commenced classes before the Company first notified such Eligible Employee of the Employee’s permanent layoff or the Relocation of the Eligible Employee’s work site. Additionally, to continue to
be eligible for reimbursement, consistent with the terms of such reimbursement arrangement, as reflected in writing between the Company and the Eligible Employee, the Eligible Employee will need to continue to satisfy all the requirements of the
educational reimbursement agreement when the agreement was made effective other than the requirement to remain employed with the Company which the Company specifically waives for purposes of this Plan only. 

  
 15 








 5.6 Status as Designated Reimbursement or In-Kind Payment Plans 

For purposes of applicable federal law, including Code section 409A, the benefits described in Sections 5.3, 5.4, and 5.5 above shall be treated as
being provided from a designated reimbursement or in-kind payment plan as defined in Treasury Regulations section 1.409A-1(b)(9)(v). 

  
 16 








 Article 6. Cost of the Plan 

6.1 Plan Costs 
 All costs of the Plan, including all
administrative costs, will be borne by the Company. 
 Nothing in the establishment of this Plan is to be construed as requiring the Company to create or
maintain any separate fund, account or reserve to provide for the payment of the Company’s obligations under the Plan. All benefits under the Plan shall be paid from the general assets of the Company, or from a grantor trust established for the
purpose of making such payments. 

  
 17 








 Article 7. Reemployment 

7.1 Reemployment of Eligible Employee 
 If an Eligible
Employee is reemployed by the Company or a Successor Employer (or provides services to the Company or a Successor Employer as an independent contractor) while Severance Benefits are still payable under the Plan, then all remaining Severance Benefits
will cease, except as otherwise specified by the Company, in its sole discretion. A rehired Eligible Employee who received some or all of the Severance Benefits shall be entitled to retain such benefits. 

  
 18 








 Article 8. Amendment or Termination 

8.1 Amendment or Termination 
  

	(a)	The Company, acting through its Board or an appropriate officer, has the right, in its non-fiduciary settlor capacity, to amend or to terminate the Plan at any time, prospectively
or retroactively, for any reason, without notice, including the right to discontinue or eliminate benefits. 

  

	(b)	The Company shall amend the Plan by action of any of its officers. An officer of the Company shall execute the amendment, evidencing the adoption of such amendment. 


  
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 Article 9. Plan Administration 

9.1 Committee 
  

	(a)	Except as otherwise provided in the Plan, the Committee shall be the administrator of the Plan, within the meaning of ERISA section 3(16)(A). 


 

	(b)	As of the Effective Date, the Committee is the Actavis Employee Benefit Plans Committee. The Committee may be composed of as many members as the Board may appoint in writing from time to time. Members of the Committee
may, but need not, be Employees. 

  

	(c)	A member of the Committee may resign by delivering his or her written resignation to the Board. The resignation shall be effective as of the date it is received by the Committee or such other later date as is specified
in the resignation notice. A Committee member may be removed at any time and for any reason by the Board. 

 9.2 Operation of the Committee

  

	(a)	A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business. The Committee shall act by vote of a majority of the members present at a meeting at which there is a
quorum, or by the unanimous written consent of all of the Committee members then in office. 

  

	(b)	The Board shall designate a member of the Committee as the Chairperson of the Committee, and may designate a member of the Committee as the Vice Chairperson of the Committee. 


 

	(c)	The members of the Committee may authorize one or more of their members to execute or deliver any instrument or instruments, or take other action, on their behalf. The members of the Committee may allocate any of the
Committee’s powers and duties among individual members of the Committee, or to one or more officers or employees of Actavis, Inc. or a subsidiary of Actavis, Inc. 


 

	(d)	All resolutions, proceedings, acts, and determinations of the Committee, with respect to the administration of the Plan, shall be recorded; and all such records, together with such documents and instruments as may be
necessary for the administration of the Plan, shall be preserved by the Committee. 

  

	(e)	Subject to the limitations contained in the Plan, the Committee shall be empowered from time to time, in its discretion, to establish rules for the exercise of the duties imposed upon the Committee under the Plan.


 9.3 Agents 
  

	(a)	The Board, Company, or the Committee may delegate such of its powers and duties as it deems desirable to any person, in which case every reference herein made to the Board, Company, or the Committee (as applicable)
shall be deemed to mean or include the delegated persons as to matters within their jurisdiction. 


  
 20 









	(b)	The Board, Company, or the Committee may also appoint one or more persons or agents to aid it in carrying out its duties and delegate such of its powers and duties as it deems desirable to such persons or agents.


  

	(c)	The Board, Company, or the Committee may employ such counsel, auditors, and other specialists and such clerical and other services as it may require in carrying out the provisions of the Plan, with the expenses
therefore paid, as provided in Section 9.4. 

 9.4 Compensation and Expenses 

 

	(a)	A member of the Committee shall serve without compensation for services as a member. Any member of the Committee may receive reimbursement of expenses properly and actually incurred in connection with his or her
services as a member of the Committee, as provided in this Article 9. 

  

	(b)	All expenses of administering the Plan shall be paid by the Company. 

 9.5 Committee’s Powers and
Duties 
 The Committee shall have such powers and duties as may be necessary to discharge its functions hereunder, including the following: 

 

	(a)	To engage actuaries, attorneys, accountants, appraisers, brokers, consultants, administrators, physicians or other persons and to rely upon the reports, advice, opinions or valuations of any such person except as
required by law; 

  

	(b)	To adopt administrative rules of the Plan that are not inconsistent with the Plan or applicable law and to amend or revoke any such rule; 


 

	(c)	To construe the Plan and the administrative rules of the Plan; 

  

	(d)	To determine questions of eligibility and vesting of Plan participants and beneficiaries; 

  

	(e)	To determine entitlement to a benefit and to distributions or other rights of Plan participants and beneficiaries, and all other persons; 


 

	(f)	To make findings of fact as necessary to make any determinations and decisions in the exercise of such discretionary duty, power and responsibility; 


 

	(g)	To appoint claims and review officials to conduct claims procedures; 

  

	(h)	To comply with the reporting and disclosure requirements of ERISA and other applicable law with respect to the Plan; 

  

	(i)	To establish and maintain all Plan documents, provided legal approval has been obtained from Actavis, Inc.s’ Legal Department or its designee; and 


  
 21 









	(j)	To delegate any duty, power or responsibility to any person or persons. 

 9.6 Committee’s Decisions
Conclusive/Exclusive Benefit 
 The Committee shall have the exclusive right and discretionary authority to interpret the terms and provisions of the
Plan and to resolve all questions arising thereunder, including the right to resolve and remedy ambiguities, inconsistencies, or omissions in the Plan, provided, however, that the construction necessary for the Plan to conform to the Code and ERISA
shall in all cases control. Benefits under this Plan will be paid only if the Committee decides in its discretion that the Eligible Employee is entitled to them. Any and all disputes with respect to the Plan that may arise involving Eligible
Employees shall be referred to the Committee, and its decisions shall be final, conclusive, and binding, except to the extent found by a court of competent jurisdiction to constitute an abuse of discretion. All findings of fact, interpretations,
determinations, and decisions of the Committee in respect of any matter or question arising under the Plan shall be final, conclusive, and binding upon all persons, including, without limitation, Employees, and any and all other persons having, or
claiming to have, any interest in or under the Plan and shall be given the maximum possible deference allowed by law. The Committee shall administer the Plan for the exclusive benefit of Eligible Employees. 

9.7 Indemnity 
  

	(a)	The Company (including any Successor Employer, as applicable) shall indemnify and hold harmless each of the following persons (“Indemnified Persons”) under the terms and conditions of Section 9.7(b):


  

	 	(1)	The Committee; and 

  

	 	(2)	Each Employee, former Employee, current and former members of the Committee, or current or former members of the Board who has, or had, responsibility (whether by delegation from another person, an allocation of
responsibilities under the terms of this Plan document, or otherwise) for a fiduciary duty, a non-fiduciary settlor function (such as deciding whether to approve a plan amendment), or a non-fiduciary administrative task relating to the Plan.


  

	(b)	The Company shall indemnify and hold harmless each Indemnified Person against any and all claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, incurred by that person on
account of his or her good-faith actions or failures to act with respect to his or her responsibilities relating to the Plan. The Company’s indemnification shall include payment of any amounts due under a settlement of any lawsuit or
investigation, but only if the Company agrees to the settlement. 

  

	 	(1)	An Indemnified Person shall be indemnified under this Section 9.7 only if he or she notifies an Appropriate Person (defined below) at the Company of any claim asserted against or any investigation of the
Indemnified Person that relates to the Indemnified Person’s responsibilities with respect to the Plan. 


  
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	 	(A)	A person is an “Appropriate Person” to receive notice of the claim or investigation if a reasonable person would believe that the person notified would initiate action to protect the interests of the Company
in response to the Indemnified Person’s notice. 

  

	 	(B)	The notice may be provided orally or in writing. The notice must be provided to the Appropriate Person promptly after the Indemnified Person becomes aware of the claim or investigation. No indemnification shall be
provided under this Section 9.7 to the extent that the Company is materially prejudiced by the unreasonable delay of the Indemnified Person in notifying an Appropriate Person of the claim or investigation. 


 

	 	(2)	An Indemnified Person shall be indemnified under this Section 9.7 with respect to attorneys’ fees, court costs, or other litigation expenses or any settlement of such litigation only if the Indemnified Person
agrees to permit the Company to select counsel and to conduct the defense of the lawsuit and agrees not to take any action in the lawsuit that the Company believes would be prejudicial to the Company’s interests. 


 

	 	(3)	No Indemnified Person, including an Indemnified Person who is a Former Eligible Employee, shall be indemnified under this Section 9.7 unless he or she makes himself or herself reasonably available to assist the
Company with respect to the matters in issue and agrees to provide whatever documents, testimony, information, materials, or other forms of assistance that the Company shall reasonably request. 


 

	 	(4)	No Indemnified Person shall be indemnified under this Section 9.7 with respect to any action or failure to act that is judicially determined to constitute or be attributable to the gross negligence or willful
misconduct of the Indemnified Person. 

  

	 	(5)	Payments of any indemnity under this Section 9.7 shall only be made from assets of the Company. The provisions of this Section 9.7 shall not preclude or limit such further indemnities or reimbursement under
this Plan as allowable under applicable law, as may be available under insurance purchased by the Company, or as may be provided by the Company under any by-law, agreement or otherwise, provided that no expense shall be indemnified under this
Section 9.7 that is otherwise indemnified by the Company, by an insurance contract purchased by the Company, or by this Plan. 


  
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 9.8 Insurance 

The Company may authorize the purchase of insurance to cover any liabilities or losses occurring by reason of the act or omission of any fiduciary. To the
extent permitted by law, the Company may purchase insurance covering any fiduciary for any personal liability of such fiduciary with respect to any fiduciary responsibilities under this Plan. Any fiduciary may purchase insurance for his or her own
account covering any personal liability under this Plan. 
 9.9 Fiduciaries 
  


	(a)	The fiduciaries named in this Plan shall have only those specific powers, duties, responsibilities, and obligations as are specifically given to them under this Plan. The Company shall have the sole responsibility for
making the payments specified under the Plan. 

  

	(b)	The Committee shall be the named fiduciary under the Plan. 

  

	(c)	A fiduciary may rely upon any direction, information, or action of another fiduciary as being proper under this Plan and is not required under this Plan to inquire into the propriety of any such direction, information,
or action. It is intended under this Plan that each fiduciary shall be responsible for the proper exercise of his, her, or its own powers, duties, responsibilities, and obligations under this Plan and shall not be responsible for any act or failure
to act of another fiduciary. 

  

	(d)	Any person or group of persons may serve in more than one fiduciary capacity, with respect to the Plan. Nothing in this Section 9.9 shall be interpreted as preventing a fiduciary from properly delegating or
allocating its responsibilities to other appropriate persons, in accordance with this Plan. 

 9.10 Notices 

Each Eligible Employee shall be responsible for furnishing to the Company his or her current address. The Eligible Employee shall also be responsible for
notifying the Company of any change in the above information. If an Eligible Employee does not provide the above information to the Company, the Committee may rely on the address of record of the Eligible Employee on file with the Company’s
personnel office. 
 All notices or other communications from the Committee to an Eligible Employee, shall be deemed given and binding upon that person for
all purposes of the Plan when delivered to, or when mailed first-class mail, postage prepaid, and addressed to that person at his or her address last appearing on the Committee’s records, and the
Committee, and the Company shall not be obliged to search for or ascertain his or her whereabouts. 
 All notices or other communications from an Employee
required or permitted under this Plan shall be provided to the person specified by the Committee, using such procedures as are prescribed by the Committee. The Committee may require that the 

  
 24 








 
oral notice or communication be provided by telephoning a specific telephone number and, after calling that telephone number, by following a specified procedure. Any oral notice or oral
communication from an Employee that is made in accordance with procedures prescribed by the Committee shall be deemed to have been duly given when all information requested by the person specified by the Committee is provided to such person, in
accordance with the specified procedures. 
 9.11 Data 

All persons entitled to benefits from the Plan must furnish to the Committee such documents, evidence, or information, as the Committee considers necessary or
desirable for the purpose of administering the Plan, and it shall be a condition of the Plan that each such person must furnish such information and sign such documents as the Committee may require (such as the Release) before any benefits become
payable from the Plan. 
 9.12 Claims Procedure 
 All
decisions made under the procedure set out in this Section 9.12 shall be final, and there shall be no further right of appeal. No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Section 9.12,
including the appeal permitted pursuant to Section 9.12(c). 
  

	(a)	The right of an Employee or any other person entitled to claim a benefit under the Plan (collectively “Claimants”) to a benefit shall be determined by the Committee, provided, however, that the Committee may
delegate its responsibility to any person. 

  

	 	(1)	The Claimant (or an authorized representative of a Claimant) may file a claim for benefits by written notice to the Committee. The Committee shall establish procedures for determining whether a person is authorized to
represent a Claimant. 

  

	 	(2)	Any claim for benefits under the Plan, pursuant to this Section 9.12, shall be filed with the Committee no later than one year after the date of the Employee’s Termination of Employment. The Committee in its
sole discretion shall determine whether this limitation period has been exceeded. 

  

	 	(3)	Notwithstanding anything to the contrary in this Plan, the following shall not be a claim for purposes of this Section 9.12: 

  

	 	(A)	A request for determination of eligibility, participation, or benefit calculation under the Plan without an accompanying claim for benefits under the Plan. The determination of eligibility, participation, or benefit
calculation under the Plan may be necessary to resolve a claim, in which case such determination shall be made in accordance with the claims procedures set forth in this Section 9.12. 


  
 25 









	 	(B)	Any casual inquiry relating to the Plan, including an inquiry about benefits or the circumstances under which benefits might be paid under the Plan. 


 

	 	(C)	A claim that is defective or otherwise fails to follow the procedures of the Plan (e.g., a claim that is addressed to a party other than the Committee or an oral claim). 


 

	 	(D)	An application or request for benefits under the Plan. 

  

	(b)	If a claim for benefits is wholly or partially denied, the Committee shall, within a reasonable period of time, but no later than 90 days after receipt of the claim, notify the Claimant of the denial of benefits. If
special circumstances justify extending the period up to an additional 90 days, the Claimant shall be given written notice of this extension within the initial 90-day period, and such notice shall set
forth the special circumstances and the date a decision is expected. A notice of denial 

  

	 	(1)	Shall be written in a manner calculated to be understood by the Claimant; and 

  

	 	(2)	Shall contain 

  

	 	(A)	The specific reasons for denial of the claim; 

  

	 	(B)	Specific reference to the Plan provisions on which the denial is based; 

  

	 	(C)	A description of any additional material or information necessary for the Claimant to perfect the claim, along with an explanation as to why such material or information is necessary; and 


 

	 	(D)	An explanation of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA section 502(a)
following an adverse determination on review. 

  

	(c)	 Within 60 days of the receipt by the Claimant of the written denial of his or her claim or, if the claim has not been granted, within a reasonable
period of time (which shall not be less than the 90 or 180 days described in Section 9.12(b)), the Claimant (or an authorized representative of a Claimant) may file a written request with the Committee that it conduct a full review of the
denial of the claim. In connection with the Claimant’s appeal, upon request, the Claimant may review and obtain copies of all documents, records and other information relevant to the Claimant’s claim for benefits (but not including any
document, record or information that is subject to any attorney–client or work–product privilege) and may submit issues and comments in writing. The Claimant may submit written comments, documents, records, and other information relating
to 



  
 26 









	 	
the claim for benefits. All comments, documents, records, and other information submitted by the Claimant shall be taken into account in the appeal without regard to whether such information was
submitted or considered in the initial benefit determination. 

  

	(d)	The Committee shall deliver to the Claimant a written decision on the claim promptly, but no later than 60 days after the receipt of the Claimant’s request for such review, unless special circumstances exist that
justify extending this period up to an additional 60 days. If the period is extended, the Claimant shall be given written notice of this extension during the initial 60-day period and such notice shall set forth the special circumstances and
the date a decision is expected. The decision on review of the denial of the claim 

  

	 	(1)	Shall be written in a manner calculated to be understood by the Claimant; 

  

	 	(2)	Shall include specific reasons for the decision; 

  

	 	(3)	Shall contain specific references to the Plan provisions on which the decision is based; 

  

	 	(4)	Shall contain a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and other information relevant to the Claimant’s claim for benefits. Whether a document,
record, or other information is relevant to a claim for benefits shall be determined by reference to U.S. Department of Labor Regulations section 2560; and 

  

	 	(5)	Shall contain a statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review. 


 

	(e)	No lawsuit may be initiated by any person before fully pursuing the procedures set out in this Section 9.12, including the appeal permitted pursuant to Section 9.12(c). In addition, no legal action may be
commenced later than 365 days subsequent to the date of the written response of the Committee to a Claimant’s request for review pursuant to Section 9.12(d). 


9.13 Effect of a Mistake 
 In the event of a mistake or
misstatement as to the eligibility, participation, or service of any Employee or the amount of payments made or to be made to an Eligible Employee, the Committee shall, if possible, cause to be withheld or accelerated or otherwise make adjustment of
the amounts of payments as will, in its sole judgment, result in the Eligible Employee receiving the proper amount of payments under the Plan. No withholding or acceleration will be done unless the Company determines that the Severance Benefits
subject to acceleration or other adjustment are treated as being paid from a separation pay arrangement that is exempt from Code section 409A and such acceleration or other adjustment will not trigger an excise tax under
Code section 409A(a)(1)(B). 

  
 27 








 Article 10. Miscellaneous Provisions 

10.1 No Enlargement of Employee Rights 
 This Plan is
strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company with any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee.
Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of the Company or any Affiliate or to interfere with the right of any of them to discharge or retire any person at any time. No one shall have
any right to benefits, except to the extent provided in this Plan. 
 10.2 No Examination or Accounting 

Neither this Plan nor any action taken thereunder shall be construed as giving any person the right to an accounting or to examine the books or affairs of the
Company or an Affiliate. 
 10.3 Records Conclusive 

The records of the Company shall be conclusive in respect to all matters involved in the administration of the Plan. 

10.4 409A 
 Notwithstanding any provision of this Plan to
the contrary, the Committee shall administer this Plan in a manner designed to comply with Code section 409A and the Committee shall disregard any Plan provision if the Committee determines that application of such Plan provision would subject the
Eligible Employee to additional tax liability under Code section 409A(a)(1)(B). 
 10.5 Service of Legal Process 

The members of the Committee are hereby designated as agent(s) of the Plan for the purpose of receiving legal process. 

10.6 Governing Law 
  

	(a)	The Plan shall be construed, administered, and governed in all respects under the applicable laws of the State of New Jersey, except to the extent pre-empted by federal law. 


 

	(b)	Upon any change in the law or other determination that any term, condition or other provision of the Plan has been altered in any way, the Committee shall administer this Plan in accordance with such change,
notwithstanding the terms of the Plan pending an amendment to this Plan. 

 10.7 Severability 

If any provision of this Plan is held illegal or invalid for any reason, such illegality or invalidity will not affect the remaining provisions; instead, each
provision is fully severable, and the Plan will be construed and enforced as if any illegal or invalid provision had never been included. 

  
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 10.8 Missing Persons 

The Committee shall establish rules if the Committee is unable to make payment of a benefit due under the terms of the Plan to an Eligible Employee because the
whereabouts of the Eligible Employee cannot be ascertained. 
 10.9 Facility of Payment 

Every person receiving or claiming benefits under this Plan is presumed to be mentally competent and of age until the date on which the Committee receives a
written notice, in a form and manner acceptable to it, that such person is mentally incompetent or a minor, and that a guardian or other person legally vested with the care of such person or his or her estate has been appointed. 

However, if the Committee should find that any person to whom a benefit is payable under this Plan is unable to care for his or her affairs because of any
incompetency or is a minor, any payment due (unless a prior claim was made by a duly appointed legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any other person or institution that the Committee
determines to have incurred expense for such person otherwise entitled to payment. To the extent permitted by law, any such payment so made shall be a complete discharge of any liability therefore under the Plan. 

If a guardian of the estate or other person legally vested with the care of the estate of any person receiving or claiming benefits under the Plan is
appointed by a court of competent jurisdiction, payments shall be made to such guardian or other person provided that proper proof of appointment and continuing qualification is furnished in a form and manner suitable to the Committee. To the extent
permitted by law, such guardian or other person may act for the Eligible Employee and make any election required of or permitted by the Eligible Employee under this Plan, and such action or election shall be deemed to have been done by the Eligible
Employee, and benefit payments may be made to such guardian or other person and any such payment shall be a complete discharge of any such liability under the Plan. 

If an Eligible Employee dies while benefits remain unpaid, the Committee may, at its discretion, make direct payment to the individual or institution on whose
charges the claim is based or to the Eligible Employee’s estate. 
 10.10 General Restrictions Against Alienation 

The interest of any Eligible Employee under this Plan shall not in any event be subject to sale, assignment, or transfer, and each Eligible Employee is hereby
prohibited from anticipating, encumbering, assigning, or in any manner alienating his or her interest hereunder and is without power to do so; provided, however, this provision shall not restrict the power or authority of the Committee, in
accordance with the applicable provisions of the Plan, to disburse funds to the legally appointed guardian, executor, administrator, or personal representative of any Eligible Employee or pursuant to a valid domestic relations order certified and
issued by a court of competent jurisdiction. 

  
 29 








 If any person attempts to take any action contrary to this Section 10.10, such action shall be void, and the
Company may disregard such action and is not in any manner bound thereby, and it shall suffer no liability for any such disregard thereof. If the Committee is notified that any Eligible Employee has been adjudicated bankrupt or has purported to
anticipate, sell, transfer, assign, or encumber any Plan distribution or payment, voluntarily or involuntarily, the Committee shall hold or apply such distribution or payment or any part thereof to, or for the benefit of, such Eligible Employee in
such manner as the Committee finds appropriate. 
 10.11 Gender and Number 

Except as otherwise indicated by the context, any masculine or feminine terminology shall also include the opposite gender, and the definition of any term in
the singular or plural shall also include the opposite number. 
 10.12 Counterparts 

This Plan may be executed in any number of counterparts, each of which shall be deemed to be an original. All the counterparts shall constitute but one and the
same instrument and may be sufficiently evidenced by any one counterpart. 
 10.13 Withholding 

The Company may withhold, or require the withholding, from any payment that is made under this Plan of any federal, state, or local taxes required by law to be
withheld with respect to such payment. If the Company (or other person required by law to withhold a portion of a payment) is unable to withhold the full amount required to be withheld, the Eligible Employee shall make a cash payment to the Company
of the difference between the amount required to be withheld and the amount that the Company was able to withhold. If the Eligible Employee does not make a cash payment to the Company of the amount set forth above, then the Company may withhold from
any other amounts payable to the Eligible Employee by the Company the additional amount that is required to be withheld with respect to any benefit under this Plan. 

  
 30 








 In Witness Whereof, the authorized officers of the Company have signed this document on this the 9 day of
January, 2014, but effective as of January 1, 2014. 
  

									
		 		 		 	Actavis, Inc.
	Attest:	 		 		 	
		 		 		 	By	 	 /s/ Patrick Eagan

		 		 		 		 	Its Chief Human Resources Officer – Global
	By	 	 /s/ Ann Verillo
	 		 		 	
		 	Its VP, Global Compensation & Benefits	 		 		 	


  
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