exv4wxcyx21y






Exhibit 4(c)(21)

Limited Group of EVP+ and Certain SVPs




ELAN CORPORATION, plc

2006 LONG-TERM INCENTIVE PLAN

(2009 AMENDMENT AND RESTATEMENT)

NONSTATUTORY STOCK OPTION AGREEMENT




	 	 	 
	Nonstatutory Stock
Option

	 	This Option is not intended to be an incentive stock option
under section 422 of the Internal Revenue Code and will be
interpreted accordingly.
	 
	 	 
	Vesting

	 	Your right to exercise this Option vests in increments over
the four-year period starting on the Vesting Start Date, as
shown on the cover sheet. The percentage of the total number
of Shares for which this option will be exercisable is as
follows:






	 	 	 	 	 
	Anniversary of Vesting	 	 	 	 
	Start Date:	 	 	 	Percentage:
	First     
	 

	 	 	  25%

	
Second

	 

	 	 	
  50%
	
Third    
	 

	 	 	
  75%


 


    	
Fourth 
	 

	 	 	
100%






	 	 	 
	 

	 	The resulting number of Shares will be rounded up to the
nearest whole number.
	 
	 	 
	 

	 	Except as otherwise provided in the Plan, the entire Option
becomes exercisable if (i) your employment with the Company or
a Subsidiary is terminated for any reason other than Cause (as
defined below) or you resign for Good Reason (as defined
below) (such a resignation or termination being hereinafter
referred to as an “Involuntary Termination”); (ii) you die
while you are still an employee of the Company or a
Subsidiary; or (iii) your service as an employee of the
Company or a Subsidiary terminates because of your Total and
Permanent Disability (as defined below).
	 
	 	 
	 

	 	As used herein, “Cause” shall mean any of the following: (a)
your willful breach, habitual neglect, or poor performance of
your job duties and responsibilities, as determined by the
Company in its sole discretion; (b) your conviction (or the
entry of a guilty plea or plea of nolo contendre) of any
crime, excluding minor traffic offenses; (c) your commission
of an






- 1 -








 






	 	 	 
	 

	 	act of dishonesty or breach of fiduciary duty; (d) your
commission of a material violation of any of the personnel
policies of the Company or a Subsidiary, including but not
limited to, violations of the Company’s confidentiality or
stock trading policies or its policies against any form of
harassment; or (e) any action or omission by you, which, as
reasonably determined by the Company, is contrary to the
business interest, reputation or goodwill of the Company or a
Subsidiary.
	 
	 	 
	 

	 	As used herein “Good Reason” means (a) a material diminution
in your title, duties, responsibilities or authority or (b)
the requirement that you move your principal place of business
by more than 30 miles from that previously the case without
your consent.
	 
	 	 
	 

	 	No additional Shares will vest after the date your service has
terminated for any reason.
	 
	 	 
	Term

	 	Your Option will expire in any event at the close of business
at the Company’s registered office on the day before the 10th
anniversary of the Date of Option Grant, as shown on the cover
sheet. (It will expire earlier if your service terminates,
as described below.)
	 
	 	 
	Involuntary 

Termination

	 	Following an Involuntary Termination, your right to purchase
vested Shares under this Option will expire at the close of
business at the Company’s registered office on the date 24
months after the date of such Involuntary Termination (or on
the tenth anniversary of the Date of Option Grant, if
earlier).
	 
	 	 
	Death

	 	If you die prior to expiration of this Option, then your right
to purchase vested Shares under this Option will expire at the
close of business at the Company’s registered office on the
date twelve months after the date of death (or on the tenth
anniversary of the Date of Option Grant, if earlier). During
that twelve month period, your estate or heirs may exercise
this Option.
	 
	 	 
	Disability

	 	If your service as an employee of the Company (or an
Subsidiary) terminates because of your Total and Permanent
Disability, then your right to purchase vested Shares under
this Option will expire at the close of business at the
Company’s registered office on the date twelve months after
your termination date (or on the tenth anniversary of the Date
of Option Grant, if earlier). “Total and Permanent Disability”






- 2 -









 






	 	 	 
	 

	 	means that you are unable to engage in any substantial gainful
activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or
which has lasted, or can be expected to last, for a continuous
period of not less than one year.
	 
	 	 
	Regular Termination

	 	If your service as an employee of the Company (or a
Subsidiary) terminates for any reason other than those set
forth in the immediately preceding three paragraphs, then your
right to exercise vested Shares under this Option will expire
at the close of business at the Company’s registered office on
the 90th day after your termination date (or on the tenth
anniversary of the Date of Option Grant, if earlier).





The Company determines when your service terminates for this
purpose.
	 
	 	 
	Leaves of Absence

	 	For purposes of this Option, your service does not terminate
when you go on a military leave, a sick leave or another bona
fide leave of absence, if the leave was approved by the
Company in writing. But your service will be treated as
terminating 90 days after you went on leave, unless your right
to return to active work is guaranteed by law or by a
contract. Your service terminates, in any event, when the
approved leave ends, unless you immediately return to active
work.
	 
	 	 
	 

	 	The Company determines which leaves count for this purpose.
	 
	 	 
	Restrictions on 

Exercise

	 	The Company will not permit you to exercise this Option if the
issuance of Shares at that time would violate any law or
regulation.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this Option, you must notify the
Company by filing the proper “Notice of Exercise” form at the
address given on the form. Your notice must specify how many
Shares you wish to purchase. Your notice must also specify
how your Shares should be registered (in your name only or in
your and your spouse’s names as community property or as joint
tenants with right to survivorship). The notice will be
effective when it is received by the Company.
	 
	 	 
	 

	 	If someone else wants to exercise this Option after your
death, that person must prove to the Company’s satisfaction
that he or she is entitled to do so.
	 
	 	 





- 3 -









 






	 	 	 
	Form of Payment

	 	When you submit your Notice of Exercise, you must include
payment of the exercise price for the Shares you are
purchasing. Payment may be made in one (or a combination of
both) of the following forms:







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





	 	 	 
	Taxes

	 	You will not be allowed to exercise this Option unless you
make acceptable arrangements to pay any taxes that may be due
as a result of the Option exercise.
	 
	 	 
	Restrictions on 

Resale

	 	By signing this Agreement, you agree not to sell any Option
Shares at a time when applicable laws or the Company policies
prohibit a sale.
	 
	 	 
	Transfer of Option

	 	Prior to your death, only you may exercise this Option. You
cannot transfer or assign this Option. For instance, you may
not sell this Option or use it as security for a loan. If you
attempt to do any of these things, this Option will
immediately become invalid. You may, however, dispose of this
Option in your will.
	 
	 	 
	 

	 	Regardless of any marital property settlement agreement, Elan
is not obligated to honor a Notice of Exercise from your
former spouse, nor is the Company obligated to recognize your
former spouse’s interest in your Option in any other way.
	 
	 	 
	Retention Rights

	 	Neither your Option nor this Agreement gives you the right to
be retained by the Company (or any Subsidiary) in any
capacity. The Company (and any Subsidiary) reserves the right
to terminate your service at any time, with or without cause.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have no rights as a shareholder
of the Company until a proper Notice of Exercise has been
filed with the Company and the exercise price has been
tendered. No adjustments are made for dividends or other
rights if the applicable record date occurs before a proper
Notice of






- 4 -









 






	 	 	 
	 

	 	Exercise has been filed with the Company and the
exercise price has been tendered, except as described in the
Plan.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend or a similar
change in Company stock, the number of Shares covered by this
Option and the exercise price per Share may be adjusted
pursuant to the Plan. In the event where the Company is a
party to a merger, this Option will be handled in accordance
with the Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted and enforced under the laws
of Ireland.
	 
	 	 
	The Plan and Other
Agreements

	 	The text of the Plan and any amendments thereto are
incorporated in this Agreement by reference.



This Agreement and the Plan constitute the entire
understanding between you and the Company regarding this
Option. Any prior agreements, commitments or negotiations
concerning this Option are superseded.





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




Revised: December 2008





- 5 -