Eli Lilly 2011 Annual Report Download - page 137

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PROXY STATEMENT
Potential Payments Upon Termination of Employment (as of December 31, 2011)
Cash
Severance
Payment
Incremental
Pension
Benefit
(present
value)
Continuation
of Medical /
Welfare
Benefits
(present
value) 1
Value of
Acceleration
of Equity
Awards 2
Excise Tax
Gross-Up 3
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
$7,200,000 $0 $17,100 $5,800,170 $0 $13,017,270
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
$3,762,000 $0 $33,300 $2,918,881 $0 $6,714,181
Mr. Carmine 4
‰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
$0 $0 $0 $0 $0 $0
Dr. Lundberg
‰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
$3,718,300 $0 $17,100 $2,439,245 $2,129,702 $8,304,348
Mr. Armitage 5
‰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
$3,027,240 $0 $17,100 $1,546,706 $0 $4,591,046
1See “Accrued Pay and Regular Retirement Benefits” and “Change-in-Control Severance Pay Plan—Continuation of
medical and welfare benefits” below.
2Beginning in 2010, equity grants included an individual performance criterion to vest. As a result, even retirement-
eligible employees have the possibility of forfeiting their grants.
3Beginning in October 2012, the company will eliminate excise tax gross-ups.
4Mr. Carmine retired on December 31, 2011.
5Mr. Armitage’s incremental pension benefit is described in the “Retirement Benefits” section.
Accrued Pay and Regular Retirement Benefits. The amounts shown in the table above do not include certain pay-
ments 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.”
• welfare benefits provided to all U.S. retirees, including retiree medical and dental insurance. The amounts
shown in the table above as “Continuation of Medical / Welfare Benefits” are explained below.
• distributions of plan balances under the 401(k) plan and the nonqualified savings plan. See the narrative follow-
ing the “Nonqualified Deferred Compensation in 2011” table for information about these plans.
Deferred Compensation. The amounts shown in the table do not include distributions of plan balances under the
deferred compensation plan. Those amounts are shown in the “Nonqualified Deferred Compensation in 2011” table.
Death and Disability. A termination of employment due to death or disability does not entitle named executive offi-
cers to any payments or benefits that are not available to salaried employees generally.
Termination for Cause. Executives receive no severance or medical benefits and forfeit any unvested equity grants.
Mr. Armitage’s pension arrangement is described in the “Retirement Benefits” section; no other executive officer
has an enhanced pension arrangement.
Change-in-Control Severance Pay Plan. As described in the “Compensation Discussion and Analysis” under
“Severance Benefits,” the company maintains a change-in-control severance pay plan (CIC plan) for nearly all
employees, including the named executive officers. The CIC plan defines a change in control very specifically, but
47