Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2014, the Board of Directors of Allergan, Inc. ("the Company")
appointed James M. Hindman, 54, the Company's current Senior Vice President,
Treasury, Risk and Investor Relations, to serve as Executive Vice President,
Finance and Business Development, Chief Financial Officer, effective
immediately. Mr. Hindman joined Allergan in 1984 and has served as Senior Vice
President, Treasury, Risk and Investor Relations since 2002. Prior to that, he
served in a variety of finance positions, including Senior Vice President,
Finance and Controller, Assistant Corporate Controller and Vice President,
Financial Planning and Analysis. Mr. Hindman also serves as President of The
Allergan Foundation. Before joining the Company, Mr. Hindman worked at Deloitte,
Haskins and Sells.
Mr. Hindman has accepted a written offer letter (the "Offer Letter") from the
Company, which specifies his compensation and benefits. Pursuant to the terms of
the Offer Letter, Mr. Hindman will receive a base salary of $550,000.
Mr. Hindman will continue to participate in the Company's 2014 Management Bonus
Plan (the "Management Bonus Plan") and will be eligible to receive an annual
bonus, targeted at 70% of his annual base salary, prorated beginning on the
Effective Date and continuing through December 31, 2014. Also in recognition of
Mr. Hindman's enhanced responsibilities, in November 2014, Mr. Hindman will
receive a grant of restricted stock units with a value of $2,000,000 (the "RSU
Grant"). The RSU Grant reflects Mr. Hindman's promotion as well as the value of
his 2015 equity grant; therefore, Mr. Hindman will not be eligible to receive an
on-cycle equity grant in 2015. A description of the Management Bonus Plan is
contained in the Company's definitive proxy statement filed with the U.S.
Securities and Exchange Commission on March 26, 2014 and is incorporated herein
by reference. In addition, in accordance with the Company's Change in Control
Policy, in the event of a qualifying termination following a change in control,
Mr. Hindman will be eligible to receive a severance payment equal to three times
the combined base salary and bonus formula set forth in the policy.
Mr. Hindman succeeds Jeffrey L. Edwards, who provided notice to the Company on
August 15, 2014 that he would resign from his position as Executive Vice
President, Finance and Business Development, Chief Financial Officer, effective
August 18, 2014, due to family commitments. Mr. Edwards will remain employed by
the Company in a non-executive officer capacity to facilitate a smooth
A copy of the Company's press release announcing Mr. Hindman's appointment is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
99.1 Allergan, Inc.
press release dated August 18, 2014