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Exhibit 4(c)(15)




ELAN CORPORATION, PLC

2006 LONG TERM INCENTIVE PLAN

(2009 AMENDMENT AND RESTATEMENT)



The purposes of the 2006 Long Term Incentive Plan are to advance the interests of Elan Corporation,
plc and its shareholders by providing a means to attract, retain, and motivate employees,
consultants and directors of Elan Corporation, plc, its subsidiaries and affiliates, to provide for
competitive compensation opportunities, to encourage long term service, to recognize individual
contributions and reward achievement of performance goals, and to promote the creation of long term
value for shareholders by aligning the interests of such persons with those of shareholders.




1. Definitions.





For purposes of the Plan, the following terms shall be defined as set forth below:




          (a) “Act” means the Companies Act 1963 as amended from time to time. References to any
provision of the Act shall be deemed to include successor provisions thereto and regulations
thereunder.




          (b) “Affiliate” means any entity other than the Company and its Subsidiaries that is
designated by the Board or the Committee as a participating employer under the Plan; provided,
however, that the Company directly or indirectly owns at least 20% of the combined voting power of
all classes of stock of such entity or at least 20% of the ownership interests in such entity.




          (c) “Award” means any Option, SAR, Restricted Share, Restricted Share Unit, Performance
Share, Performance Unit, Dividend Equivalent, or Other Share-Based Award granted to an Eligible
Person under the Plan.




          (d) “Award Agreement” means any written agreement, contract, or other instrument or document
evidencing an Award.




          (e) “Beneficiary” means the person, persons, trust or trusts which have been designated by an
Eligible Person in his or her most recent written beneficiary designation filed with the Company
to receive the benefits specified under this Plan upon the death of the Eligible Person, or, if
there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons,
trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.




          (f) “Board” means the Board of Directors of the Company.




          (g) “Change in Control” means:




     (i) The consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization if more than 50% of the combined voting power
of the continuing or surviving entity’s issued shares or securities outstanding immediately
after such merger, consolidation or other reorganization is owned by persons who were not
shareholders of the Company immediately prior to such merger, consolidation or other
reorganization;




     (ii) The sale, transfer or other disposition of all or substantially all of the
Company’s assets;




     (iii) Individuals who on the Effective Date of this Plan constitute the Board (the
“Incumbent Directors”) cease for any reason, including, without limitation, as a result of a
tender offer, proxy contest, merger or similar transaction, to constitute at least a
majority of the Board; provided, however, that any individual who becomes a director of the
Company subsequent to the Effective Date of this Plan shall be considered an Incumbent
Director if such person’s election or nomination for election was approved by a
vote of at least a majority of the Incumbent Directors; but, provided further that any
such person whose initial assumption of office is in connection with



 









 







an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board,
including by reason of agreement intended to avoid or settle any such actual or threatened
contest or solicitation, shall not be considered an Incumbent Director; or




     (iv) A transaction as a result of which a person or company obtains Control of the
Company in pursuance of a compromise or arrangement sanctioned by the court under section
201 of the Act or becomes bound or entitled to acquire Shares in the Company under section
204 of the Act; or




     (v) Any transaction as a result of which any person becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing at least 50% of the total voting power represented by the Company’s
then outstanding voting securities (e.g., issued shares). For purposes of this subsection
(v), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d)
of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or of any Subsidiary and (ii) a company owned
directly or indirectly by the shareholders of the Company in substantially the same
proportions as their ownership of the Shares of the Company.




     (vi) Notwithstanding the foregoing, in the case of an Award that constitutes deferred
compensation subject to section 409A of the Code, the definition of “Change in Control” set
forth above shall not apply, and the term “Change in Control” shall instead mean a “change
in the ownership or effective control” of the Company or “in the ownership of a substantial
portion of the assets” of the Company within the meaning of section 409A(a)(2)(A)(v) of the
Code and the regulations and guidance issued thereunder, but only to the extent this
substitute definition is necessary in order for the Award to comply with the requirements
prescribed by section 409A of the Code.




          (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time. References
to any provision of the Code shall be deemed to include successor provisions thereto and
regulations thereunder.




          (i) “Committee” means the Leadership Development and Compensation Committee of the Board, or
such other Board committee (which may include the entire Board) as may be designated by the Board
to administer the Plan.




          (j) “Company” means Elan Corporation, plc, a corporation organized under the laws of Ireland,
or any successor corporation.




          (k) “Control” means the ownership directly or indirectly of shares in a company carrying more
than 50% of the total voting power represented by that company’s issued share capital.




          (l) “Director” means a member of the Board who is not an employee of the Company, a
Subsidiary or an Affiliate.




          (m) “Dividend Equivalent” means a right, granted under Section 4(g), to receive cash, Shares,
or other property equal in value to dividends paid with respect to a specified number of Shares.
Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award,
and may be paid currently or on a deferred basis.




          (n) “Effective Date” has the meaning set forth in Section 9(l) below.




          (o) “Eligible Person” means (i) an employee or consultant of the Company, a Subsidiary or an
Affiliate, including any director who is an employee, or (ii) a Director. Notwithstanding any
provisions of this Plan to the contrary, an Award may be granted to an employee, consultant or
Director, in connection with his or her hiring or retention prior to the date the employee,
consultant or Director first performs services for the Company, a Subsidiary or an Affiliate;
provided, however, that any such Award



 









 






shall not become vested or exercisable prior to the date
the employee, consultant or Director first performs such services.




          (p) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
References to any provision of the Exchange Act shall be deemed to include successor provisions
thereto and regulations thereunder.




          (q) “Fair Market Value” means, with respect to Shares or other property, the fair market
value of such Shares or other property determined by such methods or procedures as shall be
established from time to time by the Committee. If the Shares are listed on any established stock
exchange or a national market system, unless otherwise determined by the Committee in good faith,
the Fair Market Value of Shares shall mean the closing price per Share on the date in question
(or, if the Shares were not traded on that day, the next preceding day that the Shares were
traded) or, alternatively, the average of the closing price per Share for a period, not to exceed
30 days, preceding the date in question on the principal exchange or market system on which the
Shares are traded, as such prices are officially quoted on such exchange.




          (r) “ISO” means any Option intended to be and designated as an incentive stock option within
the meaning of section 422 of the Code.




          (s) “NQSO” means any Option that is not an ISO.




          (t) “Option” means a right, granted under Section 4(b), to purchase Shares.




          (u) “Other Share-Based Award” means a right, granted under Section 4(h), that relates to or
is valued by reference to Shares.




          (v) “Participant” means an Eligible Person who has been granted an Award under the Plan.




          (w) “Performance Share” means a performance share granted under Section 5(f).




          (x) “Performance Unit” means a performance unit granted under Section 4(f).




          (y) “Plan” means this 2006 Long Term Incentive Plan.




          (z) “Restricted Shares” means an Award of Shares under Section 4(d) that may be subject to
certain restrictions and to a risk of forfeiture.




          (aa) “Restricted Share Unit” means a unit representing the Company’s obligation to deliver or
issue one Share for each such unit, granted under Section 4(e), or the cash equivalent, at the end
of a specified deferral period.




          (bb) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan
and Participants, promulgated by the Securities and Exchange Commission under section 16 of the
Exchange Act.




          (cc) “SAR” or “Share Appreciation Right” means the right, granted under Section 4(c), to be
paid an amount measured by the difference between the exercise price of the right and the Fair
Market Value of Shares on the date of exercise of the right, with payment to be made in cash or
Shares as specified in the Award or determined by the Committee.




          (dd) “Share” means one ordinary share of 5 Euro cents in the capital of the Company as
represented by one American Depositary Share and as evidenced by one American Depositary Receipt.




          (ee) “Subsidiary” means any company which is, for the time being, a subsidiary of the Company
within the meaning of section 155 of the Act. For the avoidance of doubt, and provided it is not
in



 









 






conflict with the Act, this shall include any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the corporations (other than
the last corporation in the unbroken chain) owns shares possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations in the chain.




          (ff) “Termination of Service” means, unless otherwise defined in an applicable Award
Agreement, that a Participant is no longer employed by, providing consulting services to nor a
director of the Company, its Subsidiaries and its Affiliates, as the case may be. A Participant
employed by or providing service to a Subsidiary of the Company or one of its Affiliates shall
also be deemed to incur a Termination of Service if the Subsidiary of the Company or Affiliate
ceases to be such a Subsidiary or an Affiliate, as the case may be, and the Participant does not
immediately thereafter become an employee or director of, or a consultant to, the Company, another
Subsidiary of the Company or an Affiliate. Temporary absences from employment or service because
of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and
Affiliates shall not be considered a Termination of Service.



2. Administration.




     (a) Authority of the Committee. The Plan shall be administered by the Committee, and the
Committee shall have full and final authority to take the following actions, in each case subject
to and consistent with the provisions of the Plan:




     (i) to select Eligible Persons to whom Awards may be granted;




     (ii) to designate Affiliates;




     (iii) to determine the type or types of Awards to be granted to each Eligible Person;




     (iv) to determine the type and number of Awards to be granted, the number of Shares to which
an Award may relate, the terms and conditions of any Award granted under the Plan (including, but
not limited to, any exercise price, grant price, or purchase price, any restriction or condition,
any schedule for lapse of restrictions or conditions relating to transferability or forfeiture,
exercisability, or settlement of an Award, and waiver or accelerations thereof, and waivers of
performance conditions relating to an Award, based in each case on such considerations as the
Committee shall determine), and all other matters to be determined in connection with an Award;




     (v) to determine whether, to what extent, and under what circumstances an Award may be
settled, or the exercise price of an Award may be paid, in cash, Shares or other Awards, or an
Award may be canceled, forfeited, exchanged, or surrendered;




     (vi) to determine whether, to what extent, and under what circumstances cash, Shares, other
Awards, or other property payable with respect to an Award will be deferred either automatically,
at the election of the Committee, or at the election of the Eligible Person;




     (vii) to prescribe the form of each Award Agreement, which need not be identical for each
Eligible Person;




     (viii) to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint
such agents as the Committee may deem necessary or advisable to administer the Plan;




     (ix) to correct any defect or supply any omission or reconcile any inconsistency in the Plan
and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or
other instrument thereunder;




     (x) to accelerate the exercisability or vesting of all or any portion of any Award (provided
that, except in the event of vesting due to a Change in Control or Termination of Service, no
Award shall vest



 









 







in full until at least the second anniversary of the grant date of such Award) or
to extend the period during which an Award is exercisable;




     (xi) to determine whether uncertificated Shares may be used in satisfying Awards and otherwise
in connection with the Plan; and




     (xii) to make all other decisions and determinations as may be required under the terms of
the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.



     (b) Manner of Exercise of Committee Authority. The Committee shall have sole discretion in
exercising its authority under the Plan. Any action of the Committee with respect to the Plan shall
be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Affiliates,
Eligible Persons, any person claiming any rights under the Plan from or through any Eligible
Person, and shareholders. By accepting an Award under the Plan, each Eligible Person accepts the
authority and discretion of the Committee as set forth in, and exercised in accordance with, this
Plan. The express grant of any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the Committee. The
Committee may delegate to other members of the Board or officers or managers of the Company or any
Subsidiary or Affiliate the authority, subject to such terms as the Committee shall determine, to
perform administrative functions and, with respect to Awards granted to persons not subject to
section 16 of the Exchange Act, to perform such other functions as the Committee may determine, to
the extent permitted under Rule 16b-3 (if applicable) and applicable law.



     (c) Limitation of Liability. Each member of the Committee shall be entitled to rely or act
upon, in good faith, any report or other information furnished to him or her by any officer or
other employee of the Company or any Subsidiary or Affiliate, the Company’s independent public
accountants, or other professional retained by the Company to assist in the administration of the
Plan. No member of the Committee, and no officer or employee of the Company acting on behalf of the
Committee, shall be personally liable for any action, determination, or interpretation taken or
made in good faith with respect to the Plan, and all members of the Committee and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action, determination, or
interpretation.



     (d) No Option or SAR Repricing Without Shareholder Approval. Except as provided in the first
sentence of Section 3(c) relating to certain antidilution adjustments, unless the approval of
shareholders of the Company is obtained, Options and SARs issued under the Plan shall not be
amended to lower their exercise price and Options and SARs issued under the Plan will not be
exchanged for other Options or SARs with lower exercise prices.



3. Shares Subject to the Plan.




     (a) Subject to adjustment as provided in Section 3(c), the total number of Shares reserved for
issuance in connection with Awards under the Plan is 28,000,000. No Award may be granted if the
number of Shares to which such Award relates, when added to the number of Shares previously issued
under the Plan, exceeds the number of Shares reserved under the preceding sentence. If any Awards
are forfeited, canceled, terminated, exchanged, surrendered or reduced to satisfy the minimum
withholding obligations under Section 9(c), such Award is settled in cash or otherwise terminates
without a distribution of Shares to the Participant, any Shares counted against the number of
Shares reserved and available under the Plan with respect to such Award shall, to the extent of any
such forfeiture, settlement, termination, cancellation, exchange or surrender, again be available
for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards,
such related Awards shall be canceled to the extent of the number of Shares as to which the Award
is exercised.



     (b) All Awards under the Plan, other than Dividend Equivalents, shall be expressed in Shares
of stock. The maximum aggregate number of Shares with respect to which all Awards, other than
Dividend Equivalents, may be made under the Plan to any individual during any calendar year shall
be 1,000,000 Shares, subject to adjustment as described below. A Participant may not accrue
Dividend Equivalents



 









 




during any calendar year in excess of $1,000,000. The individual limits
described in this subsection (b) shall apply without regard to whether the Awards are to be paid in
Shares of stock or in cash. All cash payments (other than Dividend Equivalents) shall equal the
Fair Market Value of the Shares of stock to which the cash payment relates.




     (c) In the event that the Committee shall determine that any dividend in Shares,
recapitalization, Share split, reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, extraordinary distribution, or other similar corporate
transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of the Participants under the Plan, then the Committee shall
make such equitable changes or adjustments as it deems appropriate and, in such manner as it may
deem equitable, (i) adjust any or all of (x) the number and kind of shares which may thereafter be
issued under the Plan, (y) the number and kind of shares, other securities or other consideration issued or
issuable in respect of outstanding Awards, and (z) the exercise price, grant price, or purchase
price relating to any Award or (ii) provide for a distribution of cash or property in respect of
any Award; provided, however, in each case that, with respect to ISOs, such adjustment shall be
made in accordance with section 424(a) of the Code, unless the Committee determines otherwise;
provided further, however, that no adjustment shall be made pursuant to this Section 3 that causes
any Award to be treated as deferred compensation pursuant to section 409A of the Code. In addition,
the Committee is authorized to make adjustments in the terms and conditions of, and the criteria
and performance objectives, if any, included in, Awards in recognition of unusual or non-recurring
events (including, without limitation, events described in the preceding sentence) affecting the
Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary
or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles.



     (d) Any Shares distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares including Shares acquired by purchase in the open
market or in private transactions.



4. Specific Terms of Awards.




     (a) General. Awards may be granted on the terms and conditions set forth in this Section 4. In
addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or
thereafter (subject to Section 9(d)), such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine, including terms regarding forfeiture
of Awards or continued exercisability of Awards in the event of Termination of Service by the
Eligible Person.



     (b) Options. The Committee is authorized to grant Options, which may be NQSOs or ISOs, to
Eligible Persons on the following terms and conditions:




     (i) Exercise Price. The exercise price per Share purchasable under an Option shall be
determined by the Committee; provided, however, that the exercise price per Share shall not be
less than the Fair Market Value per Share on the date of grant.




     (ii) Option Term. The term of each Option shall be determined by the Committee; provided,
however, that such term shall not be longer than ten years from the date of grant of the Option.




     (iii) Time and Method of Exercise. The Committee shall determine at the date of grant or
thereafter the time or times at which an Option may be exercised in whole or in part (including,
without limitation, upon achievement of performance criteria if deemed appropriate by the
Committee), the methods by which such exercise price may be paid or deemed to be paid (including,
without limitation, broker-assisted exercise arrangements), the form of such payment (cash or
Shares), and the methods by which Shares will be delivered or deemed to be delivered to Eligible
Persons.




     (iv) Early Exercise. The Committee may provide at the time of grant or any time thereafter,
in its sole discretion, that any Option shall be exercisable with respect to Shares that otherwise
would not then



 









 




be exercisable, provided that, in connection with such exercise, the Participant
enters into a form of Restricted Share agreement approved by the Committee with respect to the
Shares received on exercise.





     (v) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the
provisions of section 422 of the Code, including but not limited to the requirement that the ISO
shall be granted within ten years from the earlier of the date of adoption or shareholder approval
of the Plan. ISOs may only be granted to employees of the Company or a Subsidiary.




     (c) SARs. The Committee is authorized to grant SARs (Share Appreciation Rights) to Eligible
Persons on the following terms and conditions:




     (i) Right to Payment. A SAR shall confer on the Eligible Person to whom it is granted a right
to receive with respect to each Share subject thereto, upon exercise thereof, the excess of (1)
the Fair Market Value of one Share on the date of exercise over (2) the exercise price per Share of the SAR, as determined by
the Committee as of the date of grant of the SAR (which shall not be less than the Fair Market
Value per Share on the date of grant).




     (ii) Other Terms. The Committee shall determine, at the time of grant, the time or times at
which a SAR may be exercised in whole or in part (which shall not be more than ten years after the
date of grant of the SAR), the method of exercise, method of settlement, form of consideration
payable in settlement (whether paid in the form of cash, in Shares of stock or a combination of
the two), method by which Shares will be delivered or deemed to be delivered to Eligible Persons,
whether or not a SAR shall be in tandem with any other Award, and any other terms and conditions
of any SAR. Unless the Committee determines otherwise, a SAR (1) granted in tandem with an NQSO
may be granted at the time of grant of the related NQSO or at any time thereafter and (2) granted
in tandem with an ISO may only be granted at the time of grant of the related ISO.



     (d) Restricted Shares. The Committee is authorized to grant Restricted Shares to Eligible
Persons on the following terms and conditions:




     (i) Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on
transferability and other restrictions, if any, as the Committee may impose at the date of grant
or thereafter, which restrictions may lapse separately or in combination at such times, under such
circumstances (including, without limitation, upon achievement of performance criteria if deemed
appropriate by the Committee), in such installments, or otherwise, as the Committee may determine.
Except to the extent restricted under the Award Agreement relating to the Restricted Shares, an
Eligible Person granted Restricted Shares shall have all of the rights of a shareholder including,
without limitation, the right to vote Restricted Shares and the right to receive dividends
thereon.




     (ii) Forfeiture. Except as otherwise determined by the Committee, at the date of grant or
thereafter, upon Termination of Service during the applicable restriction period, Restricted
Shares and any accrued but unpaid dividends or Dividend Equivalents that are at that time subject
to restrictions shall be forfeited; provided, however, that the Committee may provide, by rule or
regulation or in any Award Agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Shares will be waived in whole or in part in the
event of Termination of Service resulting from specified causes, and the Committee may in other
cases waive in whole or in part the forfeiture of Restricted Shares.




     (iii) Certificates for Shares. Restricted Shares granted under the Plan may be evidenced in
such manner as the Committee shall determine. If certificates representing Restricted Shares are
registered in the name of the Participant, such certificates shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and,
unless otherwise determined by the Committee, the Company shall retain physical possession of the
certificate and the Participant shall deliver a stock power to the Company, endorsed in blank,
relating to the Restricted Shares.



 









 






     (iv) Dividends. Dividends paid on Restricted Shares shall be either paid at the dividend
payment date, or deferred for payment to such date as determined by the Committee, consistent with
the requirements of section 409A of the Code, in cash or in unrestricted Shares having a Fair
Market Value equal to the amount of such dividends. Unless otherwise determined by the Committee,
Shares distributed in connection with a Share split or dividend in Shares, and other property
distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same
extent as the Restricted Shares with respect to which such Shares or other property has been
distributed. Payment of any dividends deferred pursuant to this subsection (iv) shall be made
only upon an event permitted by section 409A of the Code.




     (v) Early Exercise Options. The Committee shall award Restricted Shares to a Participant upon
the Participant’s early exercise of an Option under Section 4(b)(iv) hereof. Unless otherwise
determined by the Committee, the lapse of restrictions with respect to such Restricted Shares
shall occur on the same schedule as the exercisability of the Option for which the Restricted
Shares were exercised.



     (e) Restricted Share Units. The Committee is authorized to grant Restricted Share Units to
Eligible Persons, subject to the following terms and conditions:




     (i) Award and Restrictions. Delivery of Shares or cash, as the case may be, will occur upon
expiration of the deferral period specified for Restricted Share Units by the Committee (or, if
permitted by the Committee, as elected by the Eligible Person), but consistent with the
requirements of section 409A of the Code. In addition, Restricted Share Units shall be subject to
such restrictions as the Committee may impose, if any (including, without limitation, the
achievement of performance criteria if deemed appropriate by the Committee), at the date of grant
or thereafter, which restrictions may lapse at the expiration of the deferral period or at earlier
or later specified times, separately or in combination, in installments or otherwise, as the
Committee may determine.




     (ii) Forfeiture. Except as otherwise determined by the Committee at the date of grant or
thereafter, upon Termination of Service during the applicable deferral period or portion thereof
to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted
Share Units), or upon failure to satisfy any other conditions precedent to the delivery of Shares
or cash to which such Restricted Share Units relate, all Restricted Share Units that are at that
time subject to deferral or restriction shall be forfeited; provided, however, that the Committee
may provide, by rule or regulation or in any Award Agreement, or may determine in any individual
case, that restrictions or forfeiture conditions relating to Restricted Share Units will be waived
in whole or in part in the event of Termination of Service resulting from specified causes, and
the Committee may in other cases waive in whole or in part the forfeiture of Restricted Share
Units.




     (iii) Dividend Equivalents. Unless otherwise determined by the Committee at the date of
grant, Dividend Equivalents on the specified number of Shares covered by a Restricted Share Unit
shall be either (A) paid with respect to such Restricted Share Unit at the dividend payment date
in cash or in unrestricted Shares having a Fair Market Value equal to the amount of such
dividends, or (B) deferred with respect to such Restricted Share Unit, consistent with the
requirements of section 409A of the Code and the amount or value thereof automatically deemed
reinvested in additional Restricted Share Units or other Awards, as the Committee shall determine
or permit the Participant to elect. Payment of any Dividend Equivalents deferred pursuant to this
subsection (iii) shall be made only upon an event permitted by section 409A of the Code.



     (f) Performance Shares and Performance Units. The Committee is authorized to grant Performance
Shares or Performance Units or both to Eligible Persons on the following terms and conditions:




     (i) Performance Period. The Committee shall determine a performance period (the “Performance
Period”) of one or more years or other periods and shall determine the performance objectives for
grants of Performance Shares and Performance Units. Performance objectives may vary from Eligible
Person to Eligible Person and shall be based upon the performance criteria as the Committee may
deem appropriate. The performance objectives may be determined by reference to the performance of
the



 









 




Company, or of a Subsidiary or Affiliate, or of a division or unit of any of the foregoing.
Performance Periods may overlap and Eligible Persons may participate simultaneously with respect
to Performance Shares and Performance Units for which different Performance Periods are
prescribed.





     (ii) Award Value. At the beginning of a Performance Period, the Committee shall determine for
each Eligible Person or group of Eligible Persons with respect to that Performance Period the
range of number of Shares, if any, in the case of Performance Shares, and the range of dollar
values, if any, in the case of Performance Units, which may be fixed or may vary in accordance
with such performance or other criteria specified by the Committee, which shall be paid to a
Participant as an Award if the relevant measure of Company performance for the Performance Period
is met.




     (iii) Significant Events. If during the course of a Performance Period there shall occur
significant events as determined by the Committee which the Committee expects to have a
substantial effect on a performance objective during such period, the Committee may revise such
objective.




     (iv) Forfeiture. Except as otherwise determined by the Committee, at the date of grant or
thereafter, upon Termination of Service during the applicable Performance Period, Performance
Shares and Performance Units for which the Performance Period was prescribed shall be forfeited;
provided, however, that the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in an individual case, that restrictions or forfeiture conditions
relating to Performance Shares and Performance Units will be waived in whole or in part in the event of Termination of Service resulting from specified causes, and
the Committee may in other cases waive in whole or in part the forfeiture of Performance Shares
and Performance Units.




     (v) Payment. Each Performance Share or Performance Unit may be paid in whole Shares, or cash,
or a combination of Shares and cash either as a lump sum payment or in installments, all as the
Committee shall determine, at the time of grant of the Performance Share or Performance Unit or
otherwise, commencing as soon as practicable after the end of the relevant Performance Period.



     (g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to
Eligible Persons. The Committee may provide, at the date of grant or thereafter, that Dividend
Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in
additional Shares, or other investment vehicles as the Committee may specify; provided, however,
that Dividend Equivalents (other than freestanding Dividend Equivalents) shall be subject to all
conditions and restrictions of any underlying Awards to which they relate.



     (h) Other Share-Based Awards. The Committee is authorized, subject to limitations under
applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable
in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as
deemed by the Committee to be consistent with the purposes of the Plan, including, without
limitation, unrestricted shares awarded purely as a “bonus” and not subject to any restrictions or
conditions, other rights convertible or exchangeable into Shares, purchase rights for Shares,
Awards with value and payment contingent upon performance of the Company or any other factors
designated by the Committee, and Awards valued by reference to the performance of specified
Subsidiaries or Affiliates. The Committee shall determine the terms and conditions of such Awards
at date of grant or thereafter. Shares delivered pursuant to an Award in the nature of a purchase
right granted under this Section 4(h) shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms, including, without limitation, cash, Shares, notes or
other property, as the Committee shall determine. Cash awards, as an element of or supplement to
any other Award under the Plan, shall also be authorized pursuant to this Section 4(h).



     (i) Payment of par value of Shares. The Committee may require that a condition of the delivery
of Shares under Section 4(d), 4(e) or 4(f) above is that the Participant pays the par value of
Shares to the Company prior to delivery of the Shares, if required to do so under the Act.



 









 





5. Certain Provisions Applicable to Awards.




     (a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards granted under the Plan may,
in the discretion of the Committee, be granted to Eligible Persons either alone or in addition to,
in tandem with, or in exchange or substitution for, any other Award granted under the Plan or any
award granted under any other plan or agreement of the Company, any Subsidiary or Affiliate, or any
business entity to be acquired by the Company or a Subsidiary or Affiliate, or any other right of
an Eligible Person to receive payment from the Company or any Subsidiary or Affiliate. Awards may
be granted in addition to or in tandem with such other Awards or awards, and may be granted either
as of the same time as, or a different time from, the grant of such other Awards or awards. Subject
to the provisions of Section 2(d) hereof prohibiting Option and SAR repricing without shareholder
approval, the per Share exercise price of any Option, or grant price of any SAR, which is granted
in connection with the substitution of awards granted under any other plan or agreement of the
Company or any Subsidiary or Affiliate, or any business entity to be acquired by the Company or any
Subsidiary or Affiliate, shall be determined by the Committee, in its discretion.



     (b) Term of Awards. The term of each Award granted to an Eligible Person shall be for such
period as may be determined by the Committee; provided, however, that in no event shall the term of
any Option or SAR exceed a period of ten years from the date of its grant (or such shorter period
as may be applicable under section 422 of the Code).



     (c) Form of Payment Under Awards. Subject to the terms of the Plan and any applicable Award
Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon the grant,
maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or
thereafter, including, without limitation, cash, Shares, notes or other property (if permissible
under section 409A of the Code), and may be made in a single payment or transfer, in installments,
or on a deferred basis, consistent with the requirements of section 409A of the Code. The Committee
may make rules relating to installment or deferred payments with respect to Awards, consistent with
the requirements of section 409A of the Code, including the rate of interest to be credited with
respect to such payments.



     (d) Noncompetition. The Committee may, by way of the Award Agreements or otherwise, establish
such other terms, conditions, restrictions and/or limitations, if any, of any Award, provided they
are not inconsistent with the Plan, including, without limitation, the requirement that the
Participant not engage in competition with, solicit customers or employees of, or disclose or use
confidential information of the Company or its Subsidiaries and Affiliates.



6. Transferability of Awards.




     (a) Restrictions on Transfer. Except as described in this Section 6, or unless otherwise set
forth by the
Committee in an Award Agreement, Awards shall not be transferable by a Participant except by will
or the laws of descent and distribution (except pursuant to a Beneficiary designation) and shall be
exercisable during the lifetime of a Participant only by such Participant or his guardian or legal
representative. A Participant’s rights under the Plan may not be pledged, mortgaged, hypothecated,
or otherwise encumbered, and shall not be subject to claims of the Participant’s creditors.



     (b) Transfer of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may
provide in a Award Agreement that a Participant may transfer Nonqualified Stock Options to family
members, or one or more trusts or other entities for the benefit of or owned by family members,
consistent with the applicable securities laws, according to such terms as the Committee may
determine; provided that the Participant receives no consideration for the transfer of a
Nonqualified Stock Option and the transferred Nonqualified Stock Option shall continue to be
subject to the same terms and conditions as were applicable to the Nonqualified Stock Option
immediately before the transfer.



 









 





7. Change in Control Provisions.




     (a) Assumption of Awards. Upon a Change in Control where the Company is not the surviving
corporation (or survives only as a subsidiary of another corporation), unless the Committee
determines otherwise, all outstanding Options and SARs that are not exercised shall be assumed by,
or replaced with comparable options or rights by, the surviving corporation (or a parent or
subsidiary of the surviving corporation), and other outstanding Awards shall be converted to
similar awards of the surviving corporation (or a parent or subsidiary of the surviving
corporation).



     (b) Other Alternatives. Notwithstanding the foregoing, in the event of a Change in Control,
the Committee may take any of the following actions with respect to any or all outstanding Awards:
(i) determine that outstanding Options and SARs shall accelerate and become exercisable, in whole
or in part, upon the Change in Control or upon such other event as the Committee determines, (ii)
determine that the restrictions and conditions on outstanding Restricted Shares, Restricted Share
Units, Performance Shares and Performance Units shall lapse, in whole or in part, upon the Change
in Control or upon such other event as the Committee determines, (iii) determine that Eligible
Persons holding Restricted Share Units, Performance Units, Dividend Equivalents and Other
Share-Based Awards shall receive a payment in settlement of such Restricted Share Units,
Performance Units, Dividend Equivalents, and Other Share-Based Awards in an amount determined by
the Committee, (iv) require that Participants surrender their outstanding Options and SARs in
exchange for a payment by the Company, in cash or Stock, as determined by the Committee, in an
amount equal to the amount by which the then Fair Market Value of the Shares subject to the
Participant’s unexercised Options and SARs exceeds the exercise price of the Options or the base
amount of SARs, as applicable, or (v) after giving Participants an opportunity to exercise their
outstanding Options and SARs, terminate any or all unexercised Options and SARs at such time as the
Committee deems appropriate. Such surrender, termination or settlement shall take place as of the
date of the Change in Control or such other date as the Committee may specify. The Committee shall have no obligation to take any of the foregoing
actions, and, in the absence of any such actions, outstanding Awards shall continue in effect
according to their terms (subject to any assumption pursuant to subsection (a) above).



8. Qualified Performance-Based Compensation.




     (a) Designation as Qualified Performance-Based Compensation. The Committee may determine that
Restricted Shares, Restricted Share Units, Performance Shares, Performance Units, Dividend
Equivalents or Other Share-Based Awards granted to an Employee shall be considered “qualified
performance-based compensation” under section 162(m) of the Code. The provisions of this Section 8
shall apply to any such Awards that are to be considered “qualified performance-based compensation”
under section 162(m) of the Code. The Committee may also grant Options or SARs under which the
exercisability of the Options is subject to achievement of performance goals as described in this
Section 8 or otherwise.



     (b) Performance Goals. When Restricted Shares, Restricted Share Units, Performance Shares,
Performance Units, Dividend Equivalents or Other Share-Based Awards that are considered to be
“qualified performance-based compensation” are granted, the Committee shall establish in writing
(i) the objective performance goals that must be met, (ii) the period during which performance will
be measured, (iii) the maximum amounts that may be paid if the performance goals are met, and (iv)
any other conditions that the Committee deems appropriate and consistent with the requirements of
section 162(m) of the Code for “qualified performance-based compensation.” The performance goals
shall satisfy the requirements for “qualified performance-based compensation,” including the
requirement that the achievement of the goals be substantially uncertain at the time they are
established and that the performance goals be established in such a way that a third party with
knowledge of the relevant facts could determine whether and to what extent the performance goals
have been met. The Committee shall not have discretion to increase the amount of compensation that
is payable, but may reduce the amount of compensation that is payable upon achievement of the
designated performance goals.



 









 





     (c) Criteria Used for Objective Performance Goals. The Committee shall use objectively
determinable performance goals based on one or more of the following criteria: stock price,
earnings per share, price-earnings multiples, net earnings, operating earnings, revenue, number of
days sales outstanding in accounts receivable, productivity, margin, EBITDA (earnings before
interest, taxes, depreciation and amortization), net capital employed, return on assets,
shareholder return, return on equity, return on capital employed, growth in assets, unit volume,
sales, cash flow, market share, relative performance to a comparison group designated by the
Committee, or strategic business criteria consisting of one or more objectives based on meeting
specified revenue goals, market penetration goals, customer growth, geographic business expansion
goals, cost targets or goals relating to acquisitions or divestitures. The performance goals may
relate to one or more business units or the performance of the Company as a whole, or any
combination of the foregoing. Performance goals need not be uniform as among Participants.



     (d) Timing of Establishment of Goals. The Committee shall establish the performance goals in
writing either before the beginning of the performance period or during a period ending no later
than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on
which 25% of the performance period has been completed, or such other date as may be required or
permitted under applicable regulations under section 162(m) of the Code.



     (e) Certification of Results. The Committee shall certify the performance results for the
performance period specified in the Award Agreement after the performance period ends. The
Committee shall determine the amount, if any, to be paid pursuant to each Award based on the
achievement of the performance goals and the satisfaction of all other terms of the Award
Agreement.



     (f) Death, Disability or Other Circumstances. The Committee may provide in the Award Agreement
that Awards under this Section 8 shall be payable, in whole or in part, in the event of the
Participant’s death or disability, a Change in Control or under other circumstances consistent with
the Treasury regulations and rulings under Section 162(m) of the Code.



9. General Provisions.




     (a) Compliance with Legal and Trading Requirements. The Plan, the granting and exercising of
Awards thereunder, and the other obligations of the Company under the Plan and any Award Agreement,
shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to
such approvals by any stock exchange, regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the issuance or delivery of Shares under any Award until
completion of such stock exchange or market system listing or registration or qualification of such
Shares or any required action under any state, federal or foreign law, rule or regulation as the
Company may consider appropriate, and may require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with the issuance or delivery
of Shares in compliance with applicable laws, rules and regulations. No provisions of the Plan
shall be interpreted or construed to obligate the Company to register any Shares under Irish law,
US federal or state law or other applicable law. The Shares issued under the Plan may be subject to
such other restrictions on transfer as determined by the Committee.



     (b) No Right to Continued Employment or Service. Neither the Plan nor any action taken
thereunder shall be construed as giving any employee, consultant or director the right to be
retained in the employ or service of the Company or any of its Subsidiaries or Affiliates, nor
shall it interfere in any way with the right of the Company or any of its Subsidiaries or
Affiliates to terminate any employee’s, consultant’s or director’s employment or service at any
time.



     (c) Taxes. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award
granted, any payment relating to an Award under the Plan, including from a distribution of Shares,
or any payroll or other payment to an Eligible Person, amounts of minimum withholding and other
taxes due in connection with any transaction involving an Award, and to take such other action as
the Committee may deem necessary or advisable under applicable laws to enable the Company and
Eligible Persons to satisfy obligations for the payment of withholding taxes and other tax
obligations relating to any Award. This authority shall include authority to withhold or receive
Shares or other property and to make cash payments



 









 




in respect thereof in satisfaction of an
Eligible Person’s tax obligations; provided, however, that the amount of tax withholding to be
satisfied by withholding Shares shall be limited to the minimum amount of taxes, including
employment taxes, required to be withheld under applicable Federal, state, foreign and local law.




     (d) Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or
terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent
of shareholders of the Company or Participants, except that any such amendment or alteration shall
be subject to the approval of the Company’s shareholders to the extent such shareholder approval is
required under (i) the rules of any stock exchange or automated quotation system on which the
Shares may then be listed or quoted, (ii) the Act or (iii) as it applies to ISOs, to the extent
such shareholder approval is required under section 422 of the Code; provided, however, that,
without the consent of an affected Participant, no amendment, alteration, suspension,
discontinuation, or termination of the Plan may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him or her. The Committee may waive any
conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate,
any Award theretofore granted, prospectively or retrospectively; provided, however, that, without
the consent of a Participant, no amendment, alteration, suspension, discontinuation or termination
of any Award may materially and adversely affect the rights of such Participant under any Award
theretofore granted to him or her. Notwithstanding any provision to the contrary herein, the Plan
and any Award Agreements issued under the Plan may be amended, without the consent of a
Participant, in any respect deemed by the Board or the Committee to be necessary in order to
preserve compliance with section 409A of the Code.



     (e) No Rights to Awards; No Shareholder Rights. No Eligible Person or employee shall have any
claim to be granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Eligible Persons and employees. No Award shall confer on any Eligible Person any of
the rights of a shareholder of the Company unless and until Shares are duly issued or transferred
to the Eligible Person in accordance with the terms of the Award.



     (f) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant pursuant to an
Award, nothing contained in the Plan or any Award shall give any such Participant any rights that
are greater than those of a general creditor of the Company; provided, however, that the Committee
may authorize the creation of trusts or make other arrangements to meet the Company’s obligations
under the Plan to deliver cash, Shares, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded”
status of the Plan unless the Committee otherwise determines with the consent of each affected
Participant.



     (g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its
submission to the shareholders of the Company for approval shall be construed as creating any
limitations on the power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of options and other awards otherwise than
under the Plan, and such arrangements may be either applicable generally or only in specific cases.



     (h) Not Compensation for Benefit Plans. No Award payable under this Plan shall be deemed
salary or compensation for the purpose of computing benefits under any benefit plan or other
arrangement of the Company for the benefit of its employees, consultants or directors unless the
Company shall determine otherwise.



     (i) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the
Plan or any Award. The Committee shall determine whether cash, other Awards, or other property
shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any
rights thereto shall be forfeited or otherwise eliminated.



     (j) Employees Subject to Taxation Outside the United States. With respect to Participants who
are subject to taxation in countries other than the United States, the Committee may make Awards on
such terms and conditions as the Committee deems appropriate to comply with the laws of the
applicable countries, and the



 









 




Committee may create such procedures, addenda and subplans and make
such modifications as may be necessary or advisable to comply with such laws.




     (k) Governing Law. The validity, construction, and effect of the Plan, any rules and
regulations relating to the Plan, and any Award Agreement shall be determined in accordance with
the laws of Ireland, without giving effect to principles of conflict of laws thereof.



     (l) Effective Date; Plan Termination. The Plan originally became effective on May 25, 2006
(the “Effective Date”), and was previously amended and restated on May 22, 2008. The Plan as
amended and restated herein to comply with the requirements of section 409A of the Code is
effective as of January 1, 2009. The Plan shall terminate as to future awards on the date which is
ten (10) years after the Effective Date.



     (m) Section 409A. The Plan is intended to comply with section 409A of the Code, or an
exemption, and payments may only be made under the Plan upon an event and in a manner permitted by
section 409A of the Code, to the extent applicable. Notwithstanding anything in this Plan to the
contrary, if required by section 409A of the Code, if a Participant is considered a “specified
employee” for purposes of section 409A and if payment of any Award under this Plan is required to
be delayed for a period of six months after “separation from service” within the meaning of section
409A of the Code, payment of such Award shall be delayed as required by section 409A, and the
accumulated amounts with respect to such Award shall be paid in a lump sum payment within ten (10)
days after the end of the six-month period. If the Participant dies during the postponement period
prior to the payment of benefits, the amounts withheld on account of section 409A shall be paid to
the Participant’s Beneficiary within sixty (60) days after the date of the Participant’s death.
For purposes of section 409A of the Code, each payment under the Plan shall be treated as a
separate payment. In no event shall a Participant, directly or indirectly, designate the calendar
year of payment. To the extent that any provision of the Plan would cause a conflict with the
requirements of section 409A of the Code, or would cause the administration of the Plan to fail to
satisfy the requirements of section 409A, such provision shall be deemed null and void to the
extent permitted by applicable law.



     (n) Titles and Headings. The titles and headings of the sections in the Plan are for
convenience of reference only. In the event of any conflict, the text of the Plan, rather than such
titles or headings, shall control.