1989 Nonemployee Director Stock Plan

ALLERGAN, INC.
1989 NONEMPLOYEE DIRECTOR STOCK PLAN
(AS AMENDED AND RESTATED)


I. GENERAL PROVISIONS


1.1 Purposes of Plan. Allergan, Inc. (the "Company") has adopted this 1989 Nonemployee Director Stock Plan (the "Plan") to enable the Company to attract and retain the services of experienced and knowledgeable Nonemployee Directors and to align further their interests with those of the stockholders of the Company by providing for or increasing the proprietary interests of the Nonemployee Directors in the Company.


1.2 Definitions. The following terms, when used in this Plan, shall have the meanings set forth in this Section 1.2:


(a) "Award" means an award of Restricted Stock under the Plan.


(b) "Board" or "Board of Directors" means the Board of
Directors of the Company.


(c) "Change in Control" means the following and shall be deemed
to occur if any of the following events occur:


(i) 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"), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the
Company's then outstanding voting securities;


(ii) Individuals who, as of the date hereof, constitute
the Board of Directors (the "Incumbent Board"), cease for any
reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Company'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 the Company, as such terms are used Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) shall, for
the purposes of this Plan, be considered as though such person
were a member of the Incumbent Board;


(iii) The stockholders of the Company approve a merger
or consolidation with any other corporation, other than


(A) a merger or consolidation which would result
in the voting securities of the Company outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted
into voting securities of another entity) more than 50%
of the combined voting power of the voting securities of
the Company or such other entity outstanding immediately
after such merger or consolidation, and


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(B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no person acquires 50% or more of
the combined voting power of the Company's then
outstanding voting securities; or


(iv) The stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale
or other disposition by the Company of all or substantially all
of the Company's assets.


Notwithstanding the preceding provisions of this Paragraph (c), a Change in Control shall not be deemed to have occurred (1) if the "person" described in the preceding provisions of this Paragraph, is an underwriter or underwriting syndicate that has acquired the ownership of 50% or more of the combined voting power of the Company's then outstanding voting securities solely in connection with a public offering of the Company's securities or (2) if the "person" described in the preceding provisions of this Paragraph is an employee stock ownership plan or other employee benefit plan maintained by the Company (or any of its affiliated companies) that is qualified under the provisions of the Employee Retirement Income Security Act of 1974, as amended.


(d) "Common Stock" means the common stock, par value $.01 per share, of the Company.


(e) "Company" means Allergan, Inc., a Delaware corporation, or any successor thereto.


(f) "Nonemployee Director" means any member of the Board of Directors who is not an employee of the Company or of a parent or subsidiary corporation (as defined in Section 425 of the Internal Revenue Code) with respect to the Company.


(g) "Participant" means any Nonemployee Director who receives an Award pursuant to the terms of the Plan.


(h) "Plan" means the Allergan, Inc. 1989 Nonemployee Director Stock Plan as set forth herein, as amended from time to time.


(i) "Restricted Stock" means Common Stock which is the subject of an Award under this Plan and which is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met as set forth in this Plan.


1.3 Common Shares Subject to Plan.


(a) Subject to the provisions of Article IV and of this Section 1.3, the maximum number of shares of Common Stock which may be issued or transferred pursuant to Awards under this Plan shall not exceed 50,000 shares.


(b) The shares of Common Stock to be delivered under the Plan shall be made available, at the discretion of the Board of Directors, either from authorized but unissued shares of Common Stock or from shares of Common Stock held by the Company as treasury shares, including shares purchased in the open market.


(c) If, on or before termination of the Plan, any shares of Common Stock subject to an Award shall not be issued or transferred and shall cease to be issuable or transferable for any reason, or if such shares shall have been reacquired by the Company pursuant to restrictions imposed on such shares under the Plan, the shares not so issued or transferred and the shares so reacquired shall not longer be charged against the limitation provided for in Paragraph (a) of this Section 1.3 and may be again made the subject of Awards under this plan.


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1.4 Administration of Plan.


(a) Subject to the provisions of Paragraph (b) below, this Plan
shall be administered by the Board of Directors. Awards under the Plan
shall be automatic as described elsewhere in this Plan. Subject to the
provisions of this Plan, the Board shall be authorized and empowered to
do all things necessary or desirable in connection with the
administration.


(b) The Board, in its absolute discretion, may at any time and
from time to time delegate to a committee of three or more persons
appointed by the Board (the "Committee") all or any part of the
authority, powers and discretion of the Board under this Plan. Any
determinations, decisions, interpretations, rules, regulations or other
actions of the Committee shall have the same effect as if made or taken
by the Board. Members of the Committee shall be subject to removal at
any time as determined by the Board, and the Board may at any time
abolish the entire Committee, in which case all authority, powers and
discretion delegated to the Committee shall immediately become revested
in the Board. The Board also may limit the Committee's authority and
power at any time, in which case any specified authority or power
removed from the Committee shall immediately become revested in the
Board. No Nonemployee Director shall be eligible to be a member of the
Committee.


1.5 Participation. All Nonemployee Directors shall receive Awards under this Plan, which Awards shall be granted automatically as provided in Section 2.1 below.


II. GRANTS OF RESTRICTED STOCK


2.1 Restricted Stock Awards -- Pre-1994.


(a) Immediately following the effective date of this Plan (as
determined pursuant to Section 5.2 hereof), each Nonemployee Director
who is then serving as a member of the Board of Directors shall
automatically be granted an Award consisting of a number of shares of
Restricted Stock (rounded to the nearest whole number of shares) equal
to 1,000 multiplied by the Applicable Service Fraction (as defined in
Paragraph (c) below) with respect to such Nonemployee Director
determined as of the effective date of this Plan.


(b) Thereafter, each Nonemployee Director who is newly
appointed or elected to the Board for a full term of three years shall
automatically be granted an award consisting of 1,000 shares of
Restricted Stock at the time such Nonemployee Director first joins the
Board. Such Award shall be made on the first business day following the
date of the regular annual meeting of stockholders of the Company, or
any adjournment thereof, at which directors are elected.


(c) Each Nonemployee Director who is appointed or elected to
fulfill a term of less than three years (whether by replacing a director
who retires, resigns or otherwise terminates his service as a director
prior to the expiration of this term or otherwise) shall automatically
be granted an Award consisting of a number of shares of Restricted Stock
(rounded to the nearest whole number of shares) equal to 1,000
multiplied by the Applicable Service Fraction with respect to such
Nonemployee Director determined as of the date of such Nonemployee
Director's appointment or election to the Board. S ...