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Quotes & Info
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| AGN > SEC Filings for AGN > Form 8-K on 6-Feb-2009 | All Recent SEC Filings |
6-Feb-2009
Change in Directors or Principal Officers
(e) Compensatory Arrangements of Certain Officers.
At its meeting on February 2, 2009, the Organization and Compensation Committee (the "Compensation Committee") of the Board of Directors of Allergan, Inc. (the "Company") completed its annual performance and compensation review of the Company's executive officers and approved the 2009 base salaries of the Company's executive officers. The Compensation Committee also approved the performance objectives and the corresponding target annual incentive awards for the Company's executive officers and other members of management under the Company's Management Bonus Plan (the "Management Bonus Plan") and 2006 Executive Bonus Plan (the "Executive Bonus Plan" and, together with the Management Bonus Plan, the "Plans"), as more fully described below.
2009 Annual Base Salaries
The Compensation Committee approved the fiscal year 2009 annual base salaries for the Company's Chief Executive Officer and the other named executive officers (the "Named Executive Officers") identified in the Company's proxy statement for its 2008 annual meeting of stockholders. In doing so, the Compensation Committee did not increase the Named Executive Officers' fiscal year 2009 annual base salaries from their 2008 annual base salaries. Accordingly, the Named Executive Officers' fiscal year 2009 annual base salaries remain as follows:
Executive Officer Title Base Compensation
David E.I. Pyott Chairman of the Board and Chief Executive $ 1,300,000
Officer
F. Michael Ball President, Allergan $ 661,500
Jeffrey L. Edwards Executive Vice President, Finance and Business $ 495,000
Development,
Chief Financial Officer
Douglas S. Ingram Executive Vice President, Chief Administrative $ 540,000
Officer,
General Counsel and Secretary
Scott M. Whitcup, M.D. Executive Vice President, Research and $ 540,000
Development
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Management Bonus Plan and Executive Bonus Plan
The Compensation Committee established performance objectives for the payment of annual incentive awards to the Named Executive Officers under the Plans for 2009. Under the Plans, bonus amounts will be based upon three performance objectives: (1) attainment of a target adjusted earnings per share (the "EPS Target"), (2) attainment of a target sales revenue growth in local currency (the "Revenue Target"), and (3) attainment of a target research and development reinvestment rate (the "R&D Reinvestment Target"). Adjusted earnings per share, or EPS, means the Company's per share net earnings from continuing operations for 2009, adjusted to remove the effects of certain specified events or items.
For any bonus to be payable under the Plans, adjusted EPS must be greater than a threshold adjusted EPS. The Compensation Committee established that the bonus pool under the Plans would be funded at 90% of target bonuses if the Company achieves the EPS Target, with an additional 10% of target bonuses funded for achievement of the Revenue Target and 10% of target bonuses funded for achievement of the R&D Reinvestment Target. As a result, 110% of the target bonuses under the Plans will be funded upon achieving all three of the pre-established corporate performance objectives and the actual bonus pool will be funded from 0% to 160% of the target bonuses under the Plans based on the Company's relative attainment of the financial performance objectives.
The Compensation Committee also established target bonuses for the Named Executive Officers participating in the Management Bonus Plan at 65% of their year-end annualized base salary. However, the Compensation Committee retained the ability to modify actual individual bonus amounts down to 0% or up to 150% of the individual's target bonus based on individual performance in relation to pre-established objectives. Therefore, the actual bonus paid to a participant under the Management Bonus Plan may be up to 156% of the participant's year-end annualized base salary.
Under the Executive Bonus Plan, the Compensation Committee established a target bonus for the Company's Chief Executive Officer at 120% of his year-end annualized base salary and a target bonus for the Company's President at 70% of his year-end annualized base salary. Similar to the Management Bonus Plan, the actual bonus award payable to participants in the Executive Bonus Plan will be 0% to 160% of the target bonus based on the Company's relative attainment of the performance objectives. Therefore, the Company's Chief Executive Officer has the opportunity to earn a bonus of up to 192% of his year-end annualized base salary, and the Company's President has the opportunity to earn a bonus of up to 112% of his year-end annualized base salary, each based on the Company's performance and subject to the discretion of the Compensation Committee to reduce the amount payable.
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