ALLERGAN, INC. 2003 NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Exhibit 10.61
ALLERGAN, INC.
2003 NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
2003 NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
This Non-qualified Stock Option Agreement (“Agreement”) is entered into as of May , 20 ,
(the “Date of Grant”) between Allergan, Inc., a Delaware corporation (the “Company”), and
, a director of the Company (the “Director”).
The Company has adopted and the stockholders of the Company have approved the 2003 Nonemployee
Director Equity Incentive Plan, as amended (the “Plan”). Pursuant to Section 3.1 of the Plan and
in consideration of the services rendered and to be rendered by the Director, the Company has
granted an option to the Director upon the terms and conditions set forth in the Plan and this
Agreement.
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(i) In the event the Director ceases to be a director by reason of such Director’s voluntary
resignation or removal for cause, any unexercised portion of the Option that is vested as of such
termination of service may be exercised by the Director at any time within three (3) months
following such termination of service, but in no event after the Expiration Date.
(ii) In the event the Director ceases to be a director other than by reason of such Director’s
voluntary resignation or removal for cause, any unexercised portion of the Option that is vested as
of such termination of service may be exercised by the Director or by the Director’s personal
representative or by the person or persons to whom the Option shall have been transferred by will
or the laws of descent and distribution at any time within twelve (12) months following such
termination of service, but in no event after the Expiration Date.
a. All or a portion of the vested Option may be exercised in accordance with procedures
(including requisite holding periods) established from time to time by the Board.
b. Payment of the aggregate Option Purchase Price for the number of vested Option Shares for
which the Option is being exercised shall be made (i) in cash or by check, (ii) by delivery of a
notice that the Director has placed a market sell order with a broker with respect to shares of
Common Stock then issuable upon exercise of the Option, and the broker pays a sufficient portion of
the net proceeds of the sale to the Company in satisfaction of the aggregate Option Purchase Price,
provided that the Company shall not deliver such shares until payment of such proceeds is received
by the Company, or (iii) by any combination of the foregoing. However, the Board of Directors may,
in its discretion, (x) allow payment, in whole or in part, through the delivery of shares of Common
Stock which have been owned by the Director for at least six (6) months, duly endorsed for transfer
to the Company with a Fair Market Value on the date of delivery equal to the aggregate Option
Purchase Price of the Option or exercised portion thereof, (y) allow payment, in whole or in part,
through the delivery of property of any kind which constitutes good and valuable consideration, or
(z) allow payment through any combination of the foregoing.
c. The Director agrees, with respect to the Option, to pay to the Company an amount sufficient
to satisfy any taxes or other amounts required by any governmental authority to be withheld and
paid over to such authority for his or her account, or to otherwise make arrangements satisfactory
to the Board for the payment of such amounts.
d. Subject to adjustment pursuant to Section 4.2 of the Plan, a minimum of six months shall
elapse between the Date of Grant and the sale of any of the Option Shares. No shares of Common
Stock shall be issued or transferred upon exercise of the Option unless and until all legal
requirements applicable to the issuance or transfer of such Common Stock have been complied with to
the satisfaction of the Board.
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ability to further transfer the Option); and (iii) the Director and the Permitted Transferee
shall execute any and all documents requested by the Board, including, without limitation documents
to (x) confirm the status of the transferee as a Permitted Transferee, (y) satisfy any requirements
for an exemption for the transfer under applicable federal and state securities laws and (z)
evidence the transfer. For purposes of this Section 7, “Permitted Transferee” shall mean, with
respect to a Director, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the
Director’s household (other than a tenant or employee), a trust in which these persons (or the
Director) control the management of assets, and any other entity in which these persons (or the
Director) own more than fifty percent of the voting interests, or any other transferee specifically
approved by the Board after taking into account any state or federal tax or securities laws
applicable to transferable non-qualified stock options.
9. Other Provisions.
a. Neither the Director nor any other person entitled to exercise the Option shall have any
rights as a stockholder with respect to any Option Shares until the date the Director or such other
person becomes the holder of record of such Option Shares following exercise of the Option.
b. The Director acknowledges that the Company has the right to amend, suspend or terminate the
Plan in any respect whatsoever at any time (including, but not limited to, the power to amend the
number of shares subject to awards granted thereunder) except to the extent prohibited by law and
except that no such amendment, suspension or termination may, without the Director’s consent,
adversely affect the rights of the Director under the Option.
c. In the event that any provision this Agreement is held to be invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other
provision of this Agreement.
d. The rights and obligations under this Agreement shall inure to the benefit of, and shall be
binding upon, the Company and its successors and assignees and the Director and the Director’s
heirs, executors, administrators, personal representations, transferees, assignees and successors
in interest.
e. Any communication under this Agreement shall be in writing and addressed to the Company at
0000 Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel and to the Director at the
address given beneath the Director’s signature, or at such other address as either party may
hereafter designate in writing to the other.
f. The interpretation, performance and enforcement of the Option and this Agreement shall be
governed by the internal laws of the State of California.
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THE COMPANY: | ||||||
ALLERGAN, INC., | ||||||
a Delaware corporation | ||||||
By: | ||||||
Xxxxx X.X. Xxxxx, Chairman of the Board and Chief Executive Officer |
||||||
DIRECTOR: | ||||||
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