Eli Lilly 2003 Annual Report Download - page 93

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PROXY STATEMENT
91
pany. All payments to be made hereunder will be paid from the general funds of the Company and no special or
separate fund will be established, and no segregation of assets will be made, to assure payment of such amount.
8.5 Tax Withholding. The Company will make such provisions and take such steps as it may deem necessary or ap-
propriate for the withholding of all federal, state, local, and other taxes required by law to be withheld with respect
to Company Bonus payments under the Plan, including, but not limited to, deducting the amount required to be
withheld from the amount of cash otherwise payable under the Plan, or from salary or any other amount then or
thereafter payable to an employee, Participant, benefi ciary, or legal representative.
8.6 Currency.
The Company Bonus will be based on the currency in which the highest portion of base pay is regu-
larly paid. The Committee will determine the appropriate foreign exchange conversion methodology in its discretion.
8.7 Effect of Plan on other Company plans. Nothing contained in this Plan is intended to amend, modify, terminate,
or rescind other benefi t or compensation plans established or maintained by the Company. Whether and to what
extent a Participant’s Company Bonus is taken into account under any other plan will be determined solely in ac-
cordance with the terms of such plan.
8.8 Construction. This Plan and all the rights thereunder will be governed by, and construed in accordance with,
the laws of the State of Indiana, without reference to the principles of confl icts of law thereof.
8.9 Notice. Any notice to be given to the Company or Committee pursuant to the provisions of the Plan will be in
writing and directed to Secretary, Eli Lilly and Company, Lilly Corporate Center, Indianapolis, IN 46285.
Section 9. Amendment, Suspension, Or Termination
The Board of Directors of the Company will have the right to amend, modify, suspend, revoke, or terminate the
Plan, in whole or in part, at any time and without notice, by written resolution of the Board of Directors. The Com-
mittee also will have the right to amend the Plan, except that the Committee may not amend this Section 9. Solely
to the extent deemed necessary or advisable by the Board (or the Committee) for purposes of complying with
Section 162(m), the Board (or the Committee) may seek the approval by the Company’s stockholders of the Plan or
any amendments to the Plan or any aspect of the Plan or Plan amendments. Any such approval shall be obtained in
a separate vote of stockholders, with approval by a majority of the votes cast on the issue, including abstentions to
the extent abstentions are counted as voting under applicable state law and the Articles of Incorporation and By-
laws of the Company. To the extent deemed necessary or advisable by the Board of Directors to comply with Sec-
tion 162(m), the material terms of the performance measures used in calculating Company Bonus amounts will be
disclosed to and reapproved by the stockholders of the Company no later than the Company’s 2009 annual meeting.