exv4wxcyx14y



 






Exhibit 4(c)(14)




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Memo	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
		 	élan corporation, plc
	 	 	 	 	Lincoln House, Lincoln Place,
	 	 	 	 	Dublin 2, Ireland
	 

	 	 	 	Telephone
	 	(+353 1) 709 4000	 	 	 	 
	 

	 	 	 	Fax
	 	(+353 1) 662 4123	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	To

	 	Paul Breen
	 	Date
	 	26 November 2001	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	From

	 	Roisin Farragher
	 	CC
	 	Campbell Fitch	 	 	 	 
	 

	 	 	 	 	 	Paul Gallen	 	 	 	 
	 

	 	 	 	 	 	Ann Williams	 	 	 	 
	 

	 	 	 	 	 	Colin Sainsbury	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Subject

	 	Employee Loan	 	 	 	 	 	 	 	 






Paul



Further to previous discussions, outlined below are the terms of your relocation bonus with élan
corporation, plc (the “Company”).



Subject to the terms set out below, the Company will provide you with a bonus in the amount of
£50,000 (the “Bonus”). The Bonus is conditional on you remaining in continuous employment with the
company for five years from the date of commencement of your employment with the Company (“the
Term”). If for any reason your employment by the company ceases or terminates (except in the case
of death or permanent disability) during the Term, part of the Bonus will be repayable as more
particularly set out in the table below.




	 	 	 	 	 
	Date of Cessation of Employment	 	Amount Repayable
	After end of year 1*
	 	£	40,000	 
	After end of year 2
	 	£	30,000	 
	After end of year 3
	 	£	20,000	 
	After end of year 4
	 	£	10,000	 
	After end of year 5
	 	£	0	 








 




			
	*	 	Determined as the annual anniversary of the date of commencement of your employment with the
Company (1 July 2001).





subject to the following terms and conditions:




	1.	 	Should you cease to be employed by the Company for any reason (other than redundancy or sale
of the company/Athlone entity), the amount repayable at the date of termination of employment,
shall be repayable on demand by you in full to the Company and shall be due and payable within
30 days of your last day of employment (“Final




 









 






	 	 	Repayment Date”). The Company may, in the exercise of its sole discretion, set off any amount
owed by you under this Loan against any termination, redundancy, salary or other final payment
arising by virtue of the cessation of your employment with the Company whether or not same falls
due for payment to you before the Final Repayment Date.






	2.	 	If you fail to repay the amount repayable as stipulated in Clause 1 above, interest at the
rate of 10% per annum will accrue on the amount repayable from the Final Repayment Date until
the date the Company receives the outstanding balance.






	3.	 	Any tax liability (e.g. income tax or benefit-in-kind tax) which may arise as a result of the
Bonus or the repayment thereof will be your sole responsibility.






	4.	 	You shall provide security to the Company for the repayment of the amount repayable in the
event of your employment ceasing or terminating during the Term in the form of






	 	a)	 	a mortgage or charge (the “Mortgage”) over your residence at Apartment 55, Silver Quay,
Athlone, County Westmeath, in form and substance satisfactory to the Company. (The Company
shall discharge all costs associated with the perfection and registration of such Mortgage.
You shall arrange adequate household insurance cover on the premises and have the Company
noted on the policy).




WARNING: Your home is at risk if you do not adhere to the terms and conditions of this
letter and the Company may enforce its security over your home in the event that you fail to
discharge your obligations hereunder, upon ceasing to be an employee of the Company.



If you wish to accept the terms of this Letter, please return the duplicate hereof properly signed
within the next ten (10) days. We will also require the following before payment of the Bonus:





	•	 	If applicable, written consent of your bank or building society to the creation of a mortgage over the premises and
details of the amount secured by that mortgage and confirmation from the bank or building society that the existing
mortgage will rank in priority only for that amount ;






	•	 	Evidence of insurance of the property with Elan’s interest noted thereon;






	•	 	Consent of spouse or co-habitee to the entry into by you of this Loan and the creation of a Mortgage over the premises
and a declaration satisfactory to our solicitors regarding your marital status ; and






	•	 	Certificate of title from your solicitor in relation to the title in the premises in Law Society approved format;




Furthermore, you will following request of the Company enter into and/or execute any and all such
additional documents, certificates notices in order to give effect to the creation of a Mortgage as
specified in Clause 4 above and the security herein referred to.



Should you have any further questions, please do not hesitate to contact either myself or Campbell.



Regards




 









 








Acceptance:



I have read the terms of this letter and confirm that I fully understand the terms thereof and
agree to be bound by them.




Signed by:




Paul Breen.

Date:

Witness