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This excerpt taken from the ELN 6-K filed Mar 30, 2009. Transactions
with Directors
Except as set out below, there are no service contracts in
existence between any of the directors and Elan:
Mr. G. Kelly Martin
On 7 January 2003, we and 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. Lars 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. Dennis 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
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Notes to the
Consolidated Financial Statements
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 20-F filed Feb 26, 2009. Transactions
with Directors
Except as set out below, there are no service contracts in
existence between any of the directors and Elan:
Mr. Martin
Effective December 7, 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 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
Table of Contents
2005 Options). Mr. Martin’s employment agreement was
amended on December 19, 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 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, if earlier, the date Mr. Martin obtains other
employment, continue to participate in our health and medical
plans 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
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 program; (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 program. To
date, none of the milestones has been triggered, and they remain
in effect at December 31, 2008.
Dr. Selkoe
Table of Contents
This excerpt taken from the ELN 6-K filed Mar 31, 2008. Transactions
with Directors
There were no transactions with directors during the year ended
31 December 2007 other than as outlined in the
“Transactions with Directors and Executive Officers,”
section of the Report of the LDCC and in Note 31 to the
Consolidated Financial Statements.
This excerpt taken from the ELN 6-K filed Mar 30, 2007. Transactions
with Directors
There were no transactions with directors during the year ended
31 December 2006 other than as outlined in the
“Transactions with Directors and Executive Officers,”
section of the Report of the Leadership Development and
Compensation Committee and in Note 32 to the Consolidated
Financial Statements.
This excerpt taken from the ELN 6-K filed Mar 31, 2006. Transactions with Directors
There were no transactions with directors during the year ended
31 December 2005 other than as outlined below in
“Transactions with Directors and Executive Officers”
and in Note 31 to the Consolidated Financial Statements.
This excerpt taken from the ELN 6-K filed Apr 11, 2005. Transactions with Directors There were no transactions with directors during the year ended 31 December 2004 other than as outlined in Note 28 to the Consolidated Financial Statements. | EXCERPTS ON THIS PAGE:
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