Eli Lilly 2009 Annual Report Download - page 148

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Potential Payments Upon Termination or Change in Control
The following table describes the potential payments and benefits under the company’s compensation and
benefit plans and arrangements to which the named executive officers 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 Benefits” above,
there are no agreements, arrangements, or plans that entitle named executive officers to severance, perquisites,
or other enhanced benefits upon termination of their employment. Any agreement to provide such payments or
benefits to a terminating executive officer (other than following a change in control) would be at the discretion of
the compensation committee.
Potential Payments Upon Termination of Employment (as of December 31, 2009)
Cash Severance
Payment
Incremental
Pension Benefit
(present value)
Continuation of
Medical /
Welfare
Benefits
(present value)
1
Acceleration and
Continuation of
Equity Awards
(unamortized
expense as of
12/31/09) Excise Tax
Gross-Up
Total
Termination
Benefits
Dr. Lechleiter
• Voluntary retirement $0 $0 $0 $0 $0 $0
• Involuntary retirement or termination $0 $0 $0 $0 $0 $0
• Involuntary or good reason termination
after change in control $10,102,200 $1,882,018 $60,211 $0 $4,406,961 $16,451,390
Dr. Paul
2
• Voluntary retirement $0 $0 $0 $0 $0 $0
• Involuntary retirement or termination $2,000,000 $3,669,082 $0 $0 $0 $5,669,082
• Involuntary or good reason termination
after change in control $0 $0 $0 $0 $0 $0
Mr. Carmine
• Voluntary retirement $0 $0 $0 $0 $0 $0
• Involuntary retirement or termination $0 $0 $0 $0 $0 $0
• Involuntary or good reason termination
after change in control $4,669,500 $121,986 $24,000 $0 $1,647,735 $6,463,221
Mr. Rice
• Voluntary termination $0 $0 $0 $0 $0 $0
• Involuntary retirement or termination $0 $0 $0 $0 $0 $0
• Involuntary or good reason termination
after change in control $4,243,880 $215,303 $24,000 $3,827,164 $3,516,816 $11,827,163
Mr. Armitage
• Voluntary retirement $0 $0 $0 $0 $0 $0
• Involuntary retirement or termination $0 $0 $0 $0 $0 $0
• Involuntary or good reason termination
after change in control $3,852,152 $456,749 $24,000 $0 $1,527,014 $5,859,915
1
See “Accrued Pay and Regular Retirement Benefits” and “Change-in-Control Severance Pay Plan—Continuation
of medical and welfare benefits” below.
2
Following the successful recruitment of his successor, the company asked and Dr. Paul agreed that to
accommodate a smooth transition, Dr. Paul would retire February 28, 2010, a change from his plan to retire
later in the year (see page 48 for more information about Dr. Paul’s retirement benefits). Dr. Paul received the
severance payment shown upon his retirement.
Accrued Pay and Regular Retirement Benefits. The amounts shown in the previous table do not include
payments and benefits 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 benefits under the retirement plan and the nonqualified pension plan. See “Retirement
Benefits” on page 47. The amounts shown in the table above as “Incremental Pension Benefit” are explained
below.
50
PROXY STATEMENT