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This excerpt taken from the ELN 6-K filed Mar 30, 2009. Directors’
Service Contracts
Except as set out below, there are no service contracts in
existence between any of the directors and Elan:
Mr. Martin
On 7 January 2003, we and Elan Pharmaceuticals, Inc. (EPI)
entered into an agreement with Mr. G. Kelly Martin such
that Mr. Martin was appointed president and chief executive
officer effective 3 February 2003.
Table of Contents
Effective 7 December 2005, we and EPI entered into a new
employment agreement with Mr. Martin, under which
Mr. Martin continues to serve as our chief executive
officer with an initial base annual salary of $798,000.
Mr. Martin is eligible to participate in our annual bonus
plan, performance-based share awards and merit award plans.
Under the new agreement, Mr. Martin was granted an option
to purchase 750,000 Ordinary Shares with an exercise price per
share of $12.03, vesting in three equal annual instalments (the
2005 Options). Mr. Martin’s employment agreement was
amended on 19 December 2008 to comply with the requirements
of Section 409A of the IRC.
The agreement continues until Mr. Martin resigns, is
involuntarily terminated, is terminated for cause or dies, or is
disabled. In general, if Mr. Martin’s employment is
involuntarily terminated (other than for cause, death or
disability) or Mr. Martin leaves for good reason, we will
pay Mr. Martin a lump sum equal to two (three, in the event
of a change in control) times his salary and target bonus and
his 2005 options will vest and be exercisable for the following
two years (three, in the event of a change in control).
In the event of such an involuntary termination (other than as
the result of a change in control), Mr. Martin will, for a
period of two years (three years in the event of a change in
control), or until Mr. Martin obtains other employment,
continue to participate in our health and medical plans or we
shall pay him a lump sum equal to the present value of the cost
of such coverage and we shall pay Mr. Martin a lump sum of
$50,000 to cover other costs and expenses. Mr. Martin will
also be entitled to career transition assistance and the use of
an office and the services of a full-time secretary for a
reasonable period of time not to exceed two years (three years
in the event of a change in control).
In addition, if it is determined that any payment or
distribution to Mr. Martin would be subject to excise tax
under Section 4999 of the IRC, or any interest or penalties
are incurred by Mr. Martin with respect to such excise tax,
then Mr. Martin shall be entitled to an additional payment
in an amount such that after payment by Mr. Martin of all
taxes on such additional payment, Mr. Martin retains an
amount of such additional payment equal to such excise tax
amount.
The agreement also obligates us to indemnify Mr. Martin if
he is sued or threatened with suit as the result of serving as
our officer or director. We will be obligated to pay
Mr. Martin’s attorney’s fees if he has to bring
an action to enforce any of his rights under the employment
agreement.
Mr. Martin is eligible to participate in the retirement,
medical, disability and life insurance plans applicable to
senior executives in accordance with the terms of those plans.
He may also receive financial planning and tax support and
advice from the provider of his choice at a reasonable and
customary annual cost.
No other executive director has an employment contract extending
beyond 12 months.
Dr. Ekman
Effective 31 December 2007, Dr. Lars Ekman resigned
from his operational role as president of research and
development and has continued to serve as a member of the board
of directors of Elan.
Under the agreement reached with Dr. Ekman, we agreed by
reference to Dr. Ekman’s contractual entitlements and
in accordance with our severance plan to (a) make a
lump-sum payment of $2,500,000; (b) make milestone payments
to Dr. Ekman, subject to a maximum amount of $1,000,000, if
we achieve certain milestones in respect of our Alzheimer’s
disease programme; (c) accelerate the vesting of, and grant
a two-year exercise period, in respect of certain of his equity
awards, with a cash payment being made in respect of one grant
of RSUs (which did not permit accelerated vesting); and
(d) continue to make annual pension payments in the amount
of $60,000 per annum, provide the cost of continued health
coverage and provide career transition services to
Dr. Ekman for a period of up to two years. A total
severance charge of $3.6 million was expensed in 2007 for
Dr. Ekman, excluding potential future success milestone
payments related to our Alzheimer’s disease programme. To
date, none of the milestones have been triggered, and they
remain in effect at 31 December 2008.
Dr. Selkoe
On 1 July 2006, EPI entered into a consultancy agreement
with Dr. Dennis Selkoe whereby Dr. Selkoe agreed to
provide consultant services with respect to the treatment
and/or
prevention of neurodegenerative and autoimmune diseases. We will
pay Dr. Selkoe a fee of $12,500 per quarter. The agreement
is effective for three years unless terminated by either party
upon 30 days written notice and supersedes all prior
consulting agreements between Dr. Selkoe and Elan. Prior
Table of Contents
Report of the
Leadership Development and Compensation Committee
thereto, Dr. Selkoe was party to various consultancy
agreements with EPI and Athena Neurosciences, Inc. Under the
various consultancy agreements, Dr. Selkoe received $50,000
in 2008 and 2007.
This excerpt taken from the ELN 6-K filed Mar 31, 2008. Directors’
Service Contracts
Except as set out below, there are no service contracts in
existence between any of the directors and Elan:
Mr. Martin
On 7 January 2003, we and Elan Pharmaceuticals, Inc. (EPI)
entered into an agreement with Mr. G. Kelly Martin such
that Mr. Martin was appointed president and chief executive
officer effective 3 February 2003.
Effective 7 December 2005, we and EPI entered into a new
employment agreement with Mr. Martin, under which
Mr. Martin continues to serve as our president and chief
executive officer with an initial base annual salary of
$798,000. Mr. Martin is eligible to participate in our
annual bonus plan, performance-based stock awards and merit
award plans. Under the new agreement, Mr. Martin was
granted an option to purchase 750,000 Ordinary Shares with an
exercise price per share of $12.03, vesting in three equal
annual installments (the 2005 Options).
The agreement continues until Mr. Martin resigns, is
involuntarily terminated, is terminated for cause or dies, or is
disabled. In general, if Mr. Martin’s employment is
involuntarily terminated (other than for cause, death or
disability) or Mr. Martin leaves for good reason, we will
pay Mr. Martin a lump sum equal to two (three, in the event
of a change in control) times his salary and target bonus and
his 2005 options will vest and be exercisable for the following
two years (three, in the event of a change in control).
In the event of such an involuntary termination (other than as
the result of a change in control), Mr. Martin will, for a
period of two years (three years in the event of a change in
control), or until Mr. Martin obtains other employment,
continue to participate in our health and medical plans or we
shall pay him a lump sum equal to the present value of the cost
of such coverage and we shall pay Mr. Martin a lump sum of
$50,000 to cover other costs and expenses. Mr. Martin will
also be entitled to career transition assistance and the use of
an office and the services of a full-time secretary for a
reasonable period of time not to exceed two years (three years
in the event of a change in control).
In addition, if it is determined that any payment or
distribution to Mr. Martin would be subject to excise tax
under Section 4999 of the U.S. Internal Revenue Code,
or any interest or penalties are incurred by Mr. Martin
with respect to such excise tax, then Mr. Martin shall be
entitled to an additional payment in an amount such that after
payment by Mr. Martin of all taxes on such additional
payment, Mr. Martin retains an amount of such additional
payment equal to such excise tax amount.
The agreement also obligates us to indemnify Mr. Martin if
he is sued or threatened with suit as the result of serving as
our officer or director. We will be obligated to pay
Mr. Martin’s attorney’s fees if he has to bring
an action to enforce any of his rights under the employment
agreement.
Mr. Martin is eligible to participate in the retirement,
medical, disability and life insurance plans applicable to
senior executives in accordance with the terms of those plans.
He may also receive financial planning and tax support and
advice from the provider of his choice at a reasonable and
customary annual cost.
No other executive director has an employment contract extending
beyond 12 months.
Dr. Ekman
On 9 August 2007, we announced that Dr. Lars Ekman
would, with effect from 31 December 2007, transition from
his operational role as president of research and development
and that Dr. Ekman would continue as a member of the board
of directors of Elan.
Under the agreement reached with Dr. Ekman, we agreed by
reference to Dr. Ekman’s contractual entitlements and
in accordance with our severance plan to (a) make a
lump-sum payment of $2,500,000; (b) make milestone payments
to Dr. Ekman, subject to a maximum amount of $1,000,000, if
we achieve certain milestones in respect of our Alzheimer’s
disease programme; (c) accelerate the vesting of, and grant
a two-year exercise period, in respect of certain of his equity
awards, with a cash payment being made in respect of one grant
of RSUs (which did not permit accelerated vesting); and
(d) continue to make annual pension payments in the amount
of $60,000 per annum, provide the cost of continued health
coverage and provide career transition services to
Dr. Ekman for a period of up to two years. A total
severance charge of $3.6 million was expensed in 2007 for
Dr. Ekman, excluding potential future success milestone
payments related to our Alzheimer’s disease programme.
Elan Corporation, plc 2007 Annual
Report 71
Table of Contents
Dr. Selkoe
On 1 July 2006, EPI entered into a consultancy agreement
with Dr. Dennis Selkoe whereby Dr. Selkoe agreed to
provide consultant services with respect to the treatment
and/or
prevention of neurodegenerative and autoimmune diseases. We will
pay Dr. Selkoe a fee of $12,500 per quarter. The agreement
is effective for three years unless terminated by either party
upon 30 days written notice and supersedes all prior
consulting agreements between Dr. Selkoe and Elan. Prior
thereto, Dr. Selkoe was party to various consultancy
agreements with EPI and Athena Neurosciences, Inc. Under the
various consultancy agreements, Dr. Selkoe received $50,000
in 2007 and $50,000 in 2006.
This excerpt taken from the ELN 6-K filed Mar 30, 2007. Directors’
Service Contracts
Except as set out below, there are no service contracts in
existence between any of the directors and Elan:
Effective 7 December 2005, we and EPI entered into a new
employment agreement with Mr. Martin, under which
Mr. Martin continues to serve as our president and chief
executive officer with an initial base annual salary of
$798,000. Mr. Martin is eligible to participate in our
annual bonus plan, performance based stock awards and merit
award plans. Under the new agreement, Mr. Martin was
granted an option to purchase 750,000 Ordinary Shares with an
exercise price per share of $12.03, vesting in three equal
annual instalments (the 2005 Options).
The agreement continues until Mr. Martin resigns, is
involuntarily terminated, is terminated for cause or dies, or is
disabled. In general, if Mr. Martin’s employment is
involuntarily terminated (other than for cause, death or
disability) or Mr. Martin leaves for good reason, we will
pay Mr. Martin a lump sum equal to two (three, in the event
of a change in control) times his salary and target bonus and
his 2005 options will vest and be exercisable for the following
two years (three, in the event of a change in control).
In the event of such an involuntary termination (other than as
the result of a change in control), Mr. Martin will, for a
period of two years (three years in the event of a change in
control), or until Mr. Martin obtains other employment,
continue to participate in our health and medical plans or we
shall pay him a lump sum equal to the present value of the cost
of such coverage and we shall pay Mr. Martin a lump sum of
$50,000 to cover other costs and expenses. Mr. Martin will
also be
66 Elan
Corporation, plc 2006 Annual Report
Table of Contents
Report of the
Leadership Development and Compensation Committee
In addition, if it is determined that any payment or
distribution to Mr. Martin would be subject to excise tax
under Section 4999 of the US Internal Revenue Code (IRC),
or any interest or penalties are incurred by Mr. Martin
with respect to such excise tax, then Mr. Martin shall be
entitled to an additional payment in an amount such that after
payment by Mr. Martin of all taxes on such additional
payment, Mr. Martin retains an amount of such additional
payment equal to such excise tax amount.
The agreement also obligates us to indemnify Mr. Martin if
he is sued or threatened with suit as the result of serving as
our officer or director. We will be obligated to pay
Mr. Martin’s attorney’s fees if he has to bring
an action to enforce any of his rights under the employment
agreement.
Mr. Martin is eligible to participate in the pension,
medical, disability and life insurance plans applicable to
senior executives in accordance with the terms of those plans.
He may also receive financial planning and tax support and
advice from the provider of his choice at a reasonable and
customary annual cost.
This excerpt taken from the ELN 6-K filed Mar 31, 2006. Directors’ Service
Contracts
See Directors’ Report.
The compensation committee is pleased to submit this report to
our shareholders on these matters.
This excerpt taken from the ELN 6-K filed Apr 11, 2005. Directors’ Service Contracts See Directors’ Report. The compensation committee is pleased to submit this report to our shareholders on these matters. | EXCERPTS ON THIS PAGE:
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