0000891618-09-000055 Sample Contracts

ELAN CORPORATION, plc 2006 LONG TERM INCENTIVE PLAN (2009 AMENDMENT AND RESTATEMENT) NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan.

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ELAN CORPORATION, plc 2006 LONG-TERM INCENTIVE PLAN (2009 AMENDMENT AND RESTATEMENT) NONSTATUTORY STOCK OPTION AGREEMENT
Stock Option Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations

• Irrevocable directions to a securities broker approved by the Company to sell your Option Shares and to deliver all or a portion of the sale proceeds to the Company in payment of the exercise price. (The balance of the sale proceeds, if any, less withholding taxes, will be delivered to you.) The directions must be given by signing a special “Notice of Exercise” form provided by the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations • New York

THIS AGREEMENT, dated as of this 21st day of November, 2008, (the “Effective Date”) by and among ELAN PHARMACEUTICALS, INC., a Delaware corporation (the “Employer”), and ELAN CORPORATION, PLC, an Irish public limited company (the “Parent”, together with the Employer, the “Company”) and Dr. Carlos Paya (the “Executive”).

ELAN CORPORATION, PLC Limited Group of EVP+ and Certain SVPs Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations

WHEREAS, the Employee has been granted the award set forth below under the Company’s 2006 Long Term Incentive Plan (2009 Amendment and Restatement) (the “Plan”);

ELAN CORPORATION, PLC Non-Executive Directors Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations

WHEREAS, the Director has been granted the award set forth below under the Company’s 2006 Long Term Incentive Plan (2009 Amendment and Restatement) (the “Plan”);

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations • New York

THIS AGREEMENT, dated as of this 7th day of December, 2005, (the “Effective Date”) by and among ELAN PHARMACEUTICALS, INC., a Delaware corporation (the “Employer”), and ELAN CORPORATION, PLC, an Irish public limited company (the “Parent”, together with the Employer, the “Company”) and G. KELLY MARTIN (the “Executive”).

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