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Exhibit 4(c)(5)




ELAN CORPORATION, PLC




EMPLOYEE EQUITY PURCHASE PLAN

(2009 Restatement)



ARTICLE I




INTRODUCTION




     Section 1.1 Purpose. The purpose of the Elan Corporation, plc (the “Company”) Employee Equity
Purchase Plan is to provide employees with an opportunity to acquire Shares of the Company through
accumulated payroll deductions.



     Section 1.2 Rules of Interpretation and Governing Law. (a) It is the intention of the Company
to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Internal
Revenue Code of 1986 of the United States of America, as amended (the “Code”) and the Plan and/or
any schedule may qualify as an employees’ share scheme for the purposes of Section 2 of the
Companies (Amendment) Act, 1983. The provisions of the Plan shall be construed so as to extend and
limit participation in a manner consistent with the requirements of Section 423 of the Code.



     (b) This Plan will be construed in accordance with and governed by the laws of Ireland. Any
schedule to the Plan setting out the rules of an employees’ share scheme established pursuant to
Section 1.3 may be construed in accordance with the law of another jurisdiction, if so specified in
that schedule.



     Section 1.3 Further Plans. The Board may operate the Plan for Employees in any country it
deems appropriate and may modify the operation of the Plan or establish further share schemes based
on the Plan but modified, to take account of local tax, exchange control, securities or other
applicable laws in overseas territories, provided that any Shares made available under such further
schemes are treated as counting against the limits set out in Section 4.1 of the Plan. Such further
schemes may be established as schedules to the Plan, or otherwise as the Board determines and may
be treated as separate plans and construed separately from the Plan.



     Section 1.4 Plan Operation. The Board has discretion to determine when the Plan will be
operated.



ARTICLE II




DEFINITIONS



     Section 2.1 “Board” means the Board of Directors of the Company.



     Section 2.2 “Compensation” means all base, straight-time, gross earnings exclusive of payments
for overtime, incentive compensation, incentive payment, bonuses and other compensation.



     Section 2.3 “Committee” means the Leadership Development and Compensation



 









 







Committee of the
Company (formerly known as the Compensation  Committee), or such other committee of the Board as the
Board shall direct.



     Section 2.4 “Designated Company” means any company within the Group which has been designated
by the Board to participate in the Plan.



     Section 2.5 “Employee” means any individual who (i) is customarily employed by a Designated
Company on a full-time or part-time basis, (ii) has been so employed for at least one month prior
to the relevant Offering Period Commencement Date and (iii) unless otherwise provided by the
Committee, is regularly scheduled to work more than 20 hours per week and more than five months in
any calendar year. For the purposes of this Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or another leave of absence approved by the
Company or the Designated Company or required by the relevant local law to constitute continuous
service. Where the period of leave exceeds 90 days and the individual’s right to employment is not
guaranteed either by statute or by contract, the employment relationship shall be deemed to have
terminated on the 91st day of such leave.



     Section 2.6 “Effective Date” means January 1, 2005, subject to the provisions of Section 12.8
hereof.



     Section 2.7 “Enrollment Date” means the first Offering Period Commencement Date on which the
Employee shall have satisfied the eligibility requirements of Article III of this Plan.



     Section 2.8 “Exercise Date” means the last day of each Offering Period.



     Section 2.9 “Fair Market Value” means, as of any date, the value of a Share determined as
follows:




	(a)	 	if the Shares are listed on a national securities exchange or quotation system, the closing
sales price on such exchange or quotation system on such date or, in the absence of reported
sales price on such date, the closing sales price on the immediately preceding date on which
sales were reported,
	 
	(b)	 	if the Shares are not listed on a national securities exchange or quotation system, the mean
between the high bid and low offered prices as quoted by the National Association of
Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) for such date, or
	 
	(c)	 	if the Shares are neither listed on a national securities exchange or quotation system nor
quoted by NASDAQ, the fair value as determined by such other method as the Committee
determines in good faith to be reasonable.





     Whenever possible the determination of Fair Market Value shall be determined by reference to
the prices quoted on the New York Stock Exchange.



     Section 2.10 “Group” means the Company and its Subsidiaries.



     Section 2.11 “Offering Period” means each period described in Section 4.2 during which an
option granted under Section 6.1 of this Plan may be exercised.



     Section 2.12 “Offering Period Commencement Date” means the first day of the applicable
Offering Period.



 









 





     Section 2.13 “Option Price” means the amount described in Section 6.2 of the Plan.



     Section 2.14 “Participant” means an Employee who has satisfied the eligibility requirements of
Article III of this Plan and has elected to participate in this Plan pursuant to Section 3.3.



     Section 2.15 “Plan” means the Elan Corporation, plc Employee Equity Purchase Plan as set out
in these rules.



     Section 2.16 “Plan Administrator” means the person designated by the Committee pursuant to
Section 11.1(b) hereof to take certain administrative actions under the Plan.



     Section 2.17 “Share” or “Shares” means a share in the Company with a par value of 5 Euro cents
as represented by one American Depositary Share and evidenced by one American Depositary Receipt.



     Section 2.18 “Subsidiary” means any company, if the Company and/or one or more other
Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding
stock of such company. A company that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such date.



ARTICLE III




ELIGIBILITY AND PARTICIPATION



     Section 3.1 Eligibility.




	(a)	 	Subject to the provisions of Section 3.2, an Employee will be eligible to participate in this
Plan on any Enrollment Date.
	 
	(b)	 	Each Employee who becomes eligible to participate in this Plan shall be furnished with a
summary of the Plan and enrolment materials. All Shares acquired under the Plan that are held
in an individual brokerage/custody account shall be subject to, and governed by,
the terms and conditions of the applicable individual brokerage/custody account agreement.





     Section 3.2 Restrictions on Participation. Notwithstanding any provision of the Plan to the
contrary, no Employee shall be eligible to participate in the Plan and receive an option to acquire
Shares to the extent that, immediately after the grant, such Employee would own Shares and/or hold
outstanding options to purchase Shares amounting to 5% or more of the total combined voting power
or value of all classes of stock of the Company or of any Subsidiary (for purposes of this
paragraph, the rules of Section 424(d) of the Code shall apply in determining stock ownership of
any Employee).



     Section 3.3 Commencement of Participation.




	(a)	 	An Employee may become a Participant by completing an authorization for payroll deductions on
the form provided by the Committee and filing the completed form with the
Plan Administrator prior to the applicable Enrollment Date and in such time and manner




 









 






	 	 	as the Committee shall prescribe.
	 
	(b)	 	Payroll deductions for a Participant shall commence on the first day of the first full
payroll period following the Participant’s Enrollment Date and shall end on the last day of
the payroll period ending within the Offering Period to which the authorization is
applicable, unless sooner terminated by the Participant as provided in Article VIII or as
reduced by the Plan Administrator as described in Section 5.4.





     Section 3.4 Code Limitations. In addition to any other limitations set forth in the Plan, no
Employee may be granted an option under the Plan which permits his or her rights to purchase stock
under the Plan, and any other stock purchase plan of his or her employer corporation and its Parent
(within the meaning of Section 424(e) of the Code) and Subsidiary corporations that is qualified
under Section 423 of the Code, to accrue at a rate which exceeds US$25,000 of the Fair Market Value
of such stock (determined at the time such option is granted) for each calendar year in which the
option is outstanding at any time.



ARTICLE IV




SHARES SUBJECT TO THE PLAN AND OFFERINGS



     Section 4.1 Shares Subject to the Plan.


(a) Subject to the provisions of Section 12.4 of the Plan, the aggregate number of Shares that may
be issued or delivered pursuant to the Plan shall not exceed 3,000,000 shares. These Shares may be
authorized but unissued Shares, issued Shares held in or acquired for the Company’s treasury or
Shares reacquired by the Company upon purchase in the open market. The Company may, at its
discretion, set a maximum number of Shares which may be delivered in an Offering
Period.



(b) If, on any Exercise Date, the number of Shares with respect to which options are to be
exercised exceeds the number of Shares available for purchase during the Offering Period, then the
Company shall make a pro rata allocation of the Shares remaining available for purchase in as
uniform a manner as shall be practicable and as the Committee shall determine to be equitable and
in accordance with the requirements of Section 423 of the Code.




     Section 4.2 Offering Periods. Shares will be available for acquisition by Participants during
each of the two Offering Periods to be held during each calendar year that the Plan is in effect.
Except as provided in Section 12.4(b), the first Offering Period will begin on January 1st and end
on June 30th and the second Offering Period will begin on July 1st and end on December 31st. The
Plan Administrator may make changes to the Offering Periods, provided such changes are not
inconsistent with Section 423 of the Code.



 









 





ARTICLE V




PAYROLL DEDUCTIONS




     Section 5.1 Amount of Deduction. Subject to the limitations mandated in Section 3.4, a
Participant may elect to have payroll deductions made in whole percentages of up to 100% of the
Participant’s Compensation (exclusive of applicable taxes and payroll deductions and other
contributions) for each payroll period in an Offering Period, but the amount deducted for any
Participant for an Offering Period may not exceed an amount equal to (i) the “applicable dollar
amount” (as defined in Section 402(g)(1)(B) of the Code) for the applicable calendar year, divided
by (ii) two.



     Section 5.2 Participant’s Memorandum Account. All payroll deductions made for a Participant
shall be credited to a memorandum account established for such Participant for purposes of
recording, as a bookkeeping entry, the payroll deductions made by the Participant under this Plan.
A Participant may not make any separate cash payment with respect to such memorandum account.



     Section 5.3 Changes in Payroll Deductions. Up until twenty-one (21) days before the end of an
Offering Period, a Participant may discontinue his or her participation in this Plan for that
Offering Period as provided in Section 8.1 hereof or, not more than once during any Offering Period
(and only up until twenty-one (21) days before the end of that Offering Period), he or she may
decrease the rate of his or her payroll deductions during that Offering Period by completing and
filing with the Plan Administrator a new payroll deduction authorization form specifying the new
payroll deduction rate. The new payroll deduction authorization election shall become effective as
of the first day of the first full payroll period immediately following fifteen (15) business days
after the Plan Administrator’s receipt of the new payroll deduction authorization form.



     Section 5.4 Certain Adjustments to Payroll Deduction Authorizations.




	(a)	 	To the extent necessary to comply with (i) the limitations contained in the Plan on the
number of shares available to any Participant and (ii) the limitations in Section 3.4, a
Participant’s payroll deductions may be reduced to zero percent (0%) by the Plan Administrator
without the Participant’s consent, at any time during an Offering Period.
	 
	(b)	 	In the event that a Participant’s payroll deductions are reduced pursuant to Section 5.4(a)
above, payroll deductions shall recommence for such Participant at the rate specified in the
Participant’s payroll deduction authorization form then on file with the Plan Administrator
effective as of the beginning of the first Offering Period which is scheduled to end in the
immediately succeeding calendar year, unless the payroll deduction authorization
election is terminated by the Participant, as provided in Section 8.1 hereof.





ARTICLE VI




GRANTING OF OPTION




     Section 6.1 Maximum Number of Option Shares. On each Offering Period Commencement Date, each
Participant in the Plan shall be granted an option to acquire, at the
applicable Option Price, up to the number of Shares determined by dividing such Participant’s



 









 







payroll deductions accumulated prior to such Exercise Date during the applicable Offering Period
and credited to the Participant’s memorandum account as of such Exercise Date by the applicable
Option Price; provided, however, that such option grant shall also be subject to the limitations
contained in Sections 3.2, 3.4, 4.1, 5.1 and 8.1 of the Plan; provided further, however that in no
event shall the number of Shares that may be purchased under any such option exceed 2,000 Shares or
such higher or lower number of Shares as the Committee may have specified in advance of such
Offering Period as the maximum amount of Shares which may be purchased by a Participant in such
Offering Period.



     Section 6.2 Option Price. Unless the Committee determines before the first day of an Offering
Period that a higher price that complies with Section 423 of the Code shall apply with respect to
such Offering Period, the Option Price for Shares to be acquired with accumulated payroll
deductions during any Offering Period shall be the lower of 85% of the Fair Market Value of a Share
on the applicable (a) Offering Period Commencement Date, or (b) Exercise Date.



ARTICLE VII




EXERCISE OF OPTION




     Section 7.1 Automatic Exercise. Unless the Participant withdraws from the Plan as provided in
Section 8.1, the option granted to the Participant pursuant to Section 6.1 of the Plan during the
applicable Offering Period shall be exercised automatically on the applicable Exercise Date for the
purchase of the number of full Shares which the accumulated payroll deductions credited to the
Participant’s memorandum account at such time will acquire at the applicable Option Price;
provided, however, that in no event shall the accumulated payroll deductions credited to the
Participant’s memorandum account as of the Exercise Date be used to acquire Shares that exceed the
maximum number of Shares available for acquisition after the application of Sections 3.2, 3.4, 4.1
and/or 5.1. Any amounts remaining to the credit of such Participant in the memorandum account
following an applicable Exercise Date as a result of the application of Sections 3.2, 3.4, 4.1
and/or 5.1 shall be promptly refunded to the Participant, without interest.



     Section 7.2 Fractional Shares. Fractional Shares will not be issued under the Plan. Any
accumulated payroll deductions which would have been used to purchase fractional Shares, unless
refunded pursuant to Section 8.1, will be held for the purchase of Shares in the next immediately
succeeding Offering Period, without interest.



     Section 7.3 Exercise of Options. An option granted to a Participant under this Plan may be
exercised only during the Participant’s lifetime and only by such Participant.



     Section 7.4 Delivery of Shares. As promptly as practicable after each Exercise Date on which
an acquisition of Shares occurs, the Company shall arrange for the delivery to each Participant, as
appropriate, of the Shares purchased in the Offering Period upon the exercise of such Participant’s
option hereunder. At the Company’s election, this delivery may occur through a transfer agent or
brokerage account established for this purpose, and the Company may require as a condition to
participation in the Plan that each Participant establish an account with a brokerage firm selected
by the Company.



     Section 7.5 Section 423 Transfer Restrictions.



 









 






The Plan is intended to satisfy the requirements of Section 423 of the Code. A Participant
will not obtain the benefits of this provision if such Participant disposes of Shares
acquired pursuant to the Plan within two (2) years after the Offering Period Commencement
Date or within one (1) year after the date such Shares are acquired by the Participant on the
applicable Exercise Date, whichever is later.



     Section 7.6 Taxes. At the time an option is granted or exercised under this Plan, in whole or
in part, or at the time some or all of the Shares issued under the Plan are delivered to a
Participant, or are disposed of, the Company or any Subsidiary, in its sole discretion, shall be
entitled to withhold the amount it determines necessary to satisfy any United States federal,
state, local, foreign, or other tax or social security withholding obligations arising, or to
require as a condition of the grant or exercise of an option or the delivery of Shares that the
Participant remit, when due, the amount necessary to satisfy such tax or social security
withholding obligations.



ARTICLE VIII




WITHDRAWAL




     Section 8.1 In General. A Participant may withdraw all, but not less than all, of the payroll
deductions credited to his or her memorandum account that have not yet been used to exercise his or
her option under the Plan at any time up until twenty-one (21) days before the end of the Offering
Period by giving written notice to the Plan Administrator. All of the payroll deductions credited
to the Participant’s memorandum account shall be paid to such Participant promptly after the Plan
Administrator’s receipt of such notice of withdrawal, without interest, and the Participant’s
option for the Offering Period shall be automatically terminated and no further payroll deductions
for the purchase of shares shall be made on behalf of such Participant for such Offering Period. If
a Participant withdraws from the Plan during an Offering Period, payroll deductions shall not
resume at the beginning of the next immediately succeeding Offering Period unless the Participant
files a new payroll deduction authorization form with the Plan Administrator prior to the
applicable Offering Period Commencement Date and in such time and manner as the Committee shall
prescribe.



     Section 8.2 Effect on Subsequent Participation. An Employee’s withdrawal from participation in
the Plan pursuant to Section 8.1 hereof will not have any effect upon the Employee’s eligibility to
participate in the Plan during any succeeding Offering Period or in any similar plan which may
hereafter be adopted by the Company and for which such Employee is otherwise eligible; provided,
however, in order to resume participation in this Plan, the Employee must satisfy the requirements
of Article III.



     Section 8.3 Termination of Employment. Upon the termination of a Participant’s employment for
any reason, including retirement or death, the Participant shall be deemed to have withdrawn from
the Plan and the payroll deductions that have accumulated for such Participant prior to such
termination, if any, shall be promptly returned, without interest, to the Participant or, in the
case of the Participant’s death, to the person or persons entitled thereto under Section 12.1
hereof, and such Participant’s option shall be automatically terminated, and no further payroll
deductions for the purchase of Shares shall be made for the Participant with respect to such
Offering Period.



 









 





ARTICLE IX




INTEREST




     Section 9.1 Payment of Interest. No interest will accrue or be paid or allowed on any money
paid into the Plan, credited to the memorandum account, or distributed to a Participant.



ARTICLE X




SHARES




     Section 10.1 Participant’s Interest in Option Shares. No Participant will have any interest in
Shares covered by any option held by the Participant until the Shares have been delivered as
provided in Section 7.4 above.



     Section 10.2 Registration of Shares. Shares acquired by a Participant under the Plan will be
registered in the name of the Participant, or, if the Participant so directs by written notice to
the Plan Administrator at least twenty-one (21) days prior to the applicable Exercise Date, in the
names of the Participant and one such other person as may be designated by the Participant, as
joint tenants with rights of survivorship or as tenants by the entireties, to the extent permitted
by applicable law, provided that such designation is not treated as a disposition under the Code.



     Section 10.3 Restrictions on Exercise. The Committee may, in its discretion, require as
conditions to the exercise of any option that the Shares due to be delivered upon the exercise of
such option shall have been duly listed, upon official notice of issuance, upon a stock exchange or
market, and that a registration statement under the Securities Act of 1933, as amended (the
“Securities Act”), with respect to said Shares shall be effective.



ARTICLE XI




ADMINISTRATION




     Section 11.1 Administration.




	(a)	 	The Plan shall be administered by the Committee. The Committee shall operate in accordance
with the charter setting out the terms of reference and rules of procedure for the Leadership
Development and Compensation Committee (formerly the Compensation Committee) established 31
May 2002. If the Board determines that another
Committee will administer the Plan, it will determine the terms of reference and procedures
to apply to such Committee.
	 
	(b)	 	Subject to the provisions of the Plan and the specific duties delegated by the Board to the
Committee, the Committee may delegate, to any executive or other delegate of the Company (any
such person, a “Plan Administrator”), the following authority:






	 	(i)	 	to determine the Fair Market Value of Shares in accordance with Section 2.9 and
the option price in accordance with Section 6.2 of the Plan;
	 
	 	(ii)	 	to determine whether and to what extent options are granted;




 









 






	 	(iii)	 	to approve forms of agreement for use under the Plan;
	 
	 	(iv)	 	to construe and interpret the terms of the Plan;
	 
	 	(v)	 	to prescribe, amend and rescind rules and regulations relating to the Plan; and
	 
	 	(vi)	 	to make all other determinations deemed necessary or advisable for administering
the Plan.





     Section 11.2 Interpretation. The Committee shall have full power and authority to interpret
the provisions of the Plan and any agreement evidencing options granted under the Plan, to
administer the Plan in all jurisdictions in which the Plan is effective or where there are
Participants who are participating in the Plan, to determine how and as of what date any currencies
other than United States dollars will be converted into United States Dollars, and to determine any
and all questions arising under the Plan. The Committee’s decisions shall be final and binding on
all Participants in or other persons claiming under the Plan.



     Section 11.3 Indemnity. No member of the Board or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option granted under it. The
Company shall indemnify each member of the Board and the Committee to the fullest extent permitted
by law with respect to any claim, loss, damage or expense (including counsel fees) arising in
connection with their responsibilities under this Plan.



ARTICLE XII




MISCELLANEOUS




     Section 12.1 Designation of Beneficiary. Where permitted by local law, a Participant may file
a written designation of a beneficiary who is to receive the Shares and cash, if any, credited to
the Participant’s memorandum account under the Plan in the event of the Participant’s death
subsequent to an Exercise Date on which the option is exercised but prior to the delivery to such
Participant of such Shares and cash. In addition, where permitted by local law, a Participant may
file a written designation of a beneficiary who is to receive any cash that has been credited to
the Participant’s memorandum account under the Plan in the event of the Participant’s death prior
to the exercise of the option; provided, however, in no event shall such beneficiary be entitled to
authorize the exercise of such option. In the event of the death of a Participant and in the
absence of a beneficiary validly designated under the Plan who is living at the time of such
Participant’s death, or where the designation of a beneficiary is unlawful, the Company shall
deliver any Shares or cash credited to the Participant’s memorandum account to the executor or
administrator of the estate of the Participant.



     Section 12.2 Non-Transferability. Neither payroll deductions credited to any Participant’s
memorandum account nor any option or rights with regard to the exercise of an option or the right
to receive Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in
any way by the Participant, other than by will or the laws of descent and distribution. Any such
attempted assignment, transfer, pledge or other disposition shall be without effect, except that
the Designated Company, may, in its discretion, treat such act as an election to withdraw from
participation in the Plan in accordance with Section 8.1.



 









 





     Section 12.3 Use of Funds. All payroll deductions received or held by a Designated Company,
under the Plan may be used by the Designated Company for any corporate purpose. The Designated
Company shall not be obligated to segregate such payroll deductions. At all times prior to an
Exercise Date, Participants’ rights hereunder shall be equivalent to those of a general unsecured
creditor.



     Section 12.4 Changes in Capitalization.




	(a)	 	If, while any options are outstanding under the Plan, the outstanding Shares of the Company
have increased, decreased, changed into, or been exchanged for a different number or kind of
shares or securities of the Company through any reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split or similar transaction, appropriate and
proportionate adjustments may be made by the Committee in the number and/or kind of shares
which are subject to purchase under outstanding options and in the Option Price or Prices
applicable to such outstanding options and in the number and/or kind of shares which may be
offered in the Offering Periods described in Section 4.2. No such adjustments shall be made
for dividends payable in cash.




(b) Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company with one or more corporations as a result of which the Company is not
the surviving corporation or survives only as a wholly owned subsidiary, or upon a sale of
substantially all of the property or capital stock of the Company to another corporation, the
Committee shall provide either (i) that notwithstanding anything to the contrary in Section 4.2,
the Offering Period that last commenced prior to the effective date of such transaction will end,
and the Exercise Date for such Offering Period will occur, either on the last business day or such
earlier date as determined in the sole discretion of the Committee before the effective date of
such transaction, or (ii) that the holder of each option then outstanding under the Plan will
thereafter be entitled to receive at the next Exercise Date, upon the exercise of such option, for
each Share as to which such option shall be exercised, as nearly as reasonably may be determined,
the cash, securities and/or property which a holder of one Share was entitled to receive upon and
at the time of such transaction. The Board shall take such steps in connection with such
transactions as the Board shall deem necessary to assure that the provisions of this Section
12.4(b) shall thereafter be applicable, as nearly as reasonably may be determined, in relation to
said cash, securities and/or property as to which each such holder of any such option might
hereafter be entitled to receive.




     Section 12.5 Governmental Regulation. The Company’s obligation to sell and deliver Shares
under this Plan is subject to the approval of any governmental authority required in connection
with the authorization, issuance or sale of such Shares.



     Section 12.6 Amendment.




	(a)	 	Amendments in General. The Board may amend, modify or alter the Plan by resolution at any
time provided that (i) no amendment may be made that would adversely affect the right of a
Participant to his payroll deductions as of the date of such amendment, and (ii) subject to
12.6(b) no amendment, modification or alteration may be made to Articles III, IV or VI or
Sections 5.1, 8.3 or 9.1 of the Plan to the advantage of Participants without the prior
approval of the shareholders of the Company in general meeting.




 









 






	(b)	 	Minor Amendments. The Board may, by resolution, make minor amendments to benefit the
administration of the Plan, to take account of a change in legislation or to obtain or
maintain favourable tax, exchange control or regulatory treatment for Participants, the
Company or any Subsidiaries without being required to seek the sanction of shareholders of the
Company in general meeting pursuant to Section 12.6(a)(ii).





     Section 12.7 Termination. The Board may terminate the Plan at any time, provided that no
termination will adversely affect the right of a Participant to his or her payroll deductions as of
the date of such termination.



     Section 12.8 Effective Date. The Plan became effective as of January 1, 2005, having been
approved by shareholders at the annual general meeting of the Company on Thursday 17th June 2004.
The Plan, as first restated, became effective upon approval by shareholders at the annual general
meeting of the Company on May 25, 2006. The Plan, as further restated herein, shall become
effective on January 1, 2010.



     Section 12.9 Right to Terminate Employment. Nothing in the Plan or in the agreement evidencing
any award granted under the Plan shall confer upon any Participant the right to continue as an
employee or a director of the Company or any Subsidiary or affect the right of the Company or any
of its Subsidiaries to terminate the Participant’s employment at any time, subject, however, to the
provisions of any agreement of employment between the Participant and the Company, or any of its
Subsidiaries.



     Section 12.10 Transfer, Leave of Absence. For purposes of this Plan, neither a transfer of an
Employee from the Company to a Subsidiary of the Company, or vice versa, or from one Subsidiary of
the Company to another, shall be deemed a termination of employment.



     Section 12.11 Effect of Plan. The provisions of the Plan shall, in accordance with its terms,
be binding upon, and inure to the benefit of, all successors of each Participant in the Plan,
including, without limitation, such Participant’s estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Participant.