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Exhibit 4(c)(15)




ELAN CORPORATION, plc

CASH BONUS PLAN

2005 Plan Year




INTRODUCTION AND PURPOSE



The Elan Corporation, plc Cash Bonus Plan has been established to financially reward employees if
and when the Company achieves its strategic and operating goals. Cash Bonus Plan financial rewards
will be based on a combination of individual, team, group and company performance measurements.
This Cash Bonus Plan has also been established to provide an incentive for employees to remain in
employment at Elan through (and beyond) the date of payout of any cash bonus (as set forth below).




ELIGIBILITY TO PARTICIPATE IN THE PLAN



Full-time and part-time employees who are not participating in a formal Elan sales or incentive
plan are eligible to participate in the Cash Bonus Plan. At the Company’s discretion, employees
who are participating in a formal Elan sales or incentive plan may also be considered for a Cash
Bonus Plan award.



For the 2005 Plan Year, the effective date of the Cash Bonus Plan is January 1, 2005.
Employees employed by the Company on the effective date of the Cash Bonus Plan will be eligible for
full participation in the plan. Employees hired after January 1 (but prior to October 1) will be
eligible to participate in the plan on a pro-rated basis, based on the date of hire. Employees
hired on or after October 1 of the plan year will not be eligible to participate in the plan in
that year. In addition, a condition to earning the award is that an employee remains employed
through the pay date of the award, which for 2005 will be not later than March 15, 2006. An
employee who leaves employment prior to the pay date of the award will not have earned any bonus.




Change in Status During the Plan Period





	1.	 	Band Change: Employees’ annual target bonus amounts are linked in part to their band
levels in Elan’s Total Compensation program, and band-level targets help determine the overall
annual cash bonus pool. If employees change band levels during the course of the plan year,
the impact of their different band levels on any recommended Cash Bonus Plan award will be
considered proportionally to the time spent in each band.






	2.	 	Termination: Consistent with the eligibility rules, employees who terminate for any
reason prior to the pay date of the award will not be eligible for any award associated with
work performed during the preceding plan period.






	3.	 	Promotion to a Position Included in a Formal Sales or Incentive Plan: If an employee
assumes a position wherein they will participate in a formal Elan sales or incentive




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	 	 	plan, they may, at the Company’s discretion, be considered for a pro-rated Cash Bonus Plan
award relative to their service before assuming a non-eligible position.






	4.	 	Disability, Retirement, Leave of Absence: An employee whose status as an active
employee is changed during the plan period due to disability, retirement or leave of absence
may be considered for a prorated award.







	5.	 	Death: An employee whose status as an active employee is changed during the
plan period due to death may be considered for a full year award.







CASH BONUS POOL



Cash Bonus Awards are funded from an annual cash bonus pool. The size of the cash bonus pool is
influenced by a number of factors, including band-level targets and the company’s performance,
strategy and priorities.




AWARDS



Employees’ Cash Bonus Plan awards are generally expressed as a percentage of their annual,
regular-salary earnings. For the purposes of this Plan, annual, regular-salary earnings shall equal
an employee’s base salary earned during the plan year. Shift differential and overtime will also
be included in annual, regular-salary earnings as applicable per location regulations.



Bonus awards under the plan shall be made in the year following the conclusion of the plan year.
For the 2005 Plan Year, the pay date for any Cash Bonus Plan awards will be not later than March
15, 2006. Payments under the plan are subject to the normal withholding of taxes as required by
governing country and local regulations. For U.S.-based employees, payments will not be considered
in the calculation of benefits, with the exception of the Elan 401(k) Plan, from which
participating employees’ elected contribution percentage will be applied.




PERFORMANCE MEASUREMENTS



Cash Bonus Plan rewards will be based on a combination of individual, team, group and company
performance measurements and are determined at the sole discretion of the Company.



Company Performance Measurements



Elan measures its performance against a broad series of financial, operational and scientific
objectives and accomplishments and sets annual metrics relating to them.



Employee Performance Measurements



Each employee will work with their manager to establish objectives that support the overall company
objectives. At the conclusion of the plan year, the employee’s performance against the individual
objectives will be evaluated.




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Discretion and Differentiation



During the company’s annual performance management process, employees’ performances are assessed
relative to their individual and, when appropriate, team or group goals, all of which should align
with the company’s goals. Based on these assessments and a commitment to foster a differentiated
pay-for-performance culture, Elan senior management prepares initial Cash Bonus Award
recommendations for all employees eligible to participate in the plan.



At the conclusion of the plan year, the Leadership Development and Compensation Committee (LDCC) of
the Board of Directors, at its discretion and as part of its responsibilities, reviews the
company’s performance and determines the cash bonus pool for the plan year.



After the LDCC determines the funding of the cash bonus pool, the company’s executive management
team, led by the CEO, reconciles the cash bonus pool with the initial Cash Bonus Award
recommendations prepared by senior management.



Ultimately, any payouts of the Cash Bonus Plan are based on assessments of the company’s
performance as reflected by the LDCC’s funding of the cash bonus pool; individual performances as
reflected by the company’s performance management processes; and the Company’s strategy and
priorities. Each of these assessments is determined solely within the discretion of the Company.




PLAN PROVISIONS



Eligibility for participation in this plan does not guarantee employment, nor does participation at
one time guarantee ongoing participation, nor is their any guarantee that any plan metrics or
guidelines for one plan year will carry automatically to another plan year. Final participant
awards are subject to the approval of the CEO and the Leadership Development and Compensation
Committee (LDCC).



Participation in this plan should in no way be construed as a contract or promise of employment
and/or compensation. Employment is at will (depending upon location) and, therefore, employment
can terminate, with or without cause and with or without notice, at any time at the option of the
Company or employee.



The Company reserves the rights to adjust, amend, suspend, terminate or make exceptions to this
plan at any time.



The plan is administered by Elan Strategic Human Resources/Global Compensation, to whom any
questions should be addressed.





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