Eli Lilly 2008 Annual Report Download - page 110

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PROXY STATEMENT
108108
Potential Payments Upon Termination or Change in Control
The following table describes the potential payments and benefi ts under the company’s compensation and benefi t
plans and arrangements to which the named executive offi cers would be entitled upon termination of employment.
Except for (i) certain terminations following a change in control of the company, as described below, and (ii) certain
pension arrangements as shown below and described under “Retirement Benefi ts” above, there are no agreements,
arrangements, or plans that entitle named executive offi cers to severance, perquisites, or other enhanced benefi ts
upon termination of their employment. Any agreement to provide such payments or benefi ts to a terminating execu-
tive offi cer (other than following a change in control) would be at the discretion of the compensation committee.
Potential Payments Upon Termination of Employment
Cash
Severance
Payment
Incremental
Pension
Benefi t
(present
value)
Continuation
of Medical/
Welfare
Benefi ts
(present
value) 1
Acceleration
and
Continuation
of Equity
Awards
(unamortized
expense as of
12/31/08)
Excise Tax
Gross-Up
Total
Termination
Benefi ts
Mr. Taurel
• Voluntary retirement (12/31/08) $0$0$0$0$0$0
Dr. Lechleiter
• Voluntary retirement $0 $0 $0 $0 $0 $0
• Involuntary termination $0$0$0$0$0$0
• Involuntary or good reason termination after
change in control (CIC) $8,218,106 $1,616,631 $24,000 $0 $3,678,530 $13,537,267
Dr. Paul
• Voluntary retirement $0 $0 $0 $0 $0 $0
• Involuntary termination $0 $3,327,394 2 $90,076 2 $0 $0 $3,417,470
• Involuntary or good reason termination after CIC $4,632,054 $4,695,338 2 $114,076 2 $201,350 $3,537,468 $13,180,286
Mr. Carmine
• Voluntary retirement $0 $0 $0 $0 $0 $0
• Involuntary termination $0$0$0$0$0$0
• Involuntary or good reason termination after CIC $3,772,270 $289,618 $24,000 $249,352 $0 $4,335,240
Mr. Rice
• Voluntary termination $0$0$0$0$0$0
• Involuntary termination $0$0$0$0$0$0
• Involuntary or good reason termination after CIC $3,755,264 $161,415 $24,000 $2,684,962 $1,498,108 $8,123,749
Mr. Armitage
• Voluntary retirement $0 $0 $0 $0 $0 $0
• Involuntary termination $0$0$0$0$0$0
• Involuntary or good reason termination after CIC $3,488,882 $498,064 $24,000 $2,278,154 $1,572,805 $7,861,906
1 See “Accrued Pay and Regular Retirement Benefi ts” and “Change-in-Control Severance Pay Program—Continua-
tion of medical and welfare benefi ts” on pages 108–110.
2 These amounts refl ect an additional 10 years of service credit that would be credited to Dr. Paul upon an involun-
tary termination, other than for cause, should it occur before he reaches age 60 (see page 106 for more informa-
tion about Dr. Paul’s retirement benefi ts).
Accrued Pay and Regular Retirement Benefi ts. The amounts shown in the previous table do not include payments
and benefi ts to the extent they are provided on a non-discriminatory basis to salaried employees generally upon
termination of employment. These include:
• Accrued salary and vacation pay.
• Regular pension benefi ts under the Lilly Retirement Plan and the nonqualifi ed pension plan. See “Retirement
Benefi ts” on pages 105–106. The amounts shown in the table above as “Incremental Pension Benefi t” are
explained below.
• Welfare benefi ts provided to all U.S. retirees, including retiree medical and dental insurance. The amounts
shown in the table above as “Continuation of Medical / Welfare Benefi ts” are explained below.
• Distributions of plan balances under the Lilly 401(k) Plan and the nonqualifi ed savings plan. See the narrative
following the Nonqualifi ed Deferred Compensation in 2008 table on page 107 for information about the 401(k)