Exhibit 10.11
CONSULTING
AGREEMENT
CONSULTING AGREEMENT, dated as of
July 31, 2008 (this “Agreement”), by and between
Wyeth, a Delaware Corporation (the “Company”), Ruffolo
Consulting, LLC (“Consulting LLC”), and
Dr. Robert R. Ruffolo (“Consultant”). The
Company, Consulting LLC, and Consultant are hereinafter
collectively referred to as the “Parties” and
individually as a “Party.”
The Company makes this Agreement
with Consulting LLC and Consultant for the purpose of retaining the
services of Consultant. This contract is expressly made conditional
on Consultant’s assent to, and strict compliance with, all of
the terms and conditions stated below. Each of the following terms
and conditions is essential to the essence of the agreement between
the Parties.
1. The term of this Agreement, and
the period within which the services are to be rendered under this
Agreement, shall commence as of August 1, 2008 and, unless
terminated sooner as provided herein, shall continue during the
period ending on July 31, 2009 (the “Initial
Term”); provided , that following the Initial Term,
the term of this Agreement shall continue for additional one-year
terms at the Company’s election (each, a “Subsequent
Term” and, together with the Initial Term, the
“Term”). The Agreement may be terminated at any time
during the Term by any Party upon ninety (90) days prior
written notice to Consulting LLC or the Consultant, if by the
Company or to the Company, if by Consulting LLC or the Consultant;
provided , that if Consultant violates the provisions
contained in paragraphs 4 or 6 below, the Company may terminate
this Agreement immediately without prior written notice to
Consulting LLC or the Consultant.
During the Term, Consultant shall be
available upon reasonable notice given by the Company to consult
with and advise the Company on, and perform tasks relating to, such
matters within his expertise as the Company may reasonably request
from time to time, including but not limited to:
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Assistance to the Company and its
counsel in regard to any regulatory matters or litigation pending
during the Term or at the time of Consultant’s termination of
employment or subsequently initiated involving matters of which
Consultant has particular knowledge as a result of
Consultant’s consulting relationship or prior employment with
the Company; such assistance may include, but is not limited to,
answering any inquiries the Company may have or receive regarding
the execution of Consultant’s current or past duties for the
Company, acting as a resource person in matters relevant to his
knowledge and experience with the Company, providing information
and answers in response to interrogatories or other discovery,
giving sworn statements and testifying in arbitrations, depositions
and/or trials, and Consultant committing to make himself available,
upon reasonable notice, to meet with the Company and its attorneys
to adequately prepare for any and all proceedings associated with
pending or threatened litigation or arbitration involving the
Company;
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New products and/or licensing
matters;
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Candidate assessment;
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Transition support for a new
President Research.
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Consultant’s services hereunder shall be
on an as needed basis at the direction of the Chief Executive
Officer of the Company or his designee and Consultant shall devote
such time to performance of his services hereunder as shall be
required to accomplish the tasks and duties assigned to him;
provided , however , that Consultant’s services
shall be limited to no more than 20% of the average level of
services performed by him over the thirty-six (36) months
prior to his termination of employment with the Company.
2. During the Initial Term, the
Company will pay to Consulting LLC consulting fees consisting of
$25,000 per month for Consultant’s services hereunder. During
each Subsequent Term, as applicable, the Company will pay to
Consulting LLC consulting fees for Consultant’s services
hereunder at a mutually agreed upon daily rate for actual services
rendered on an as needed basis. Consulting fees shall be paid by
the Company to Consulting LLC monthly in arrears no later than the
end of each month during the Initial Term and the end of the month
following each month for which services were performed during any
Subsequent Term. In addition, the Company shall reimburse
Consulting LLC for all reasonable and necessary expenses actually
incurred by Consultant directly in connection with the business
affairs of the Company and the performance of his services
hereunder, upon presentation of proper receipts or other proof of
expenditure and subject to such reasonable guidelines, reporting
requirements or limitations communicated by the Company to
Consultant in advance of the incurrence of any such expenditures.
Consultant shall also be entitled to receive, as a separately
identified payment an annual, incentive compensation award for 2008
(pro-rated for the period of Consultant’s employment with the
Company during 2008), in an amount determined by the Compensation
and Benefits Committee of Board of Directors of the Company in its
sole discretion, in accordance with the terms of the
Company’s Executive Incentive Plan. Such award, if any, shall
be paid to Consultant in a lump sum in 2009 at the same time as the
Company’s named executive officers are paid their 2008 annual
cash incentive awards under the Executive Incentive Plan (typically
February of 2009).
3. In the performance of his
services, Consultant’s relationship to the Company shall be
solely that of an independent contractor to provide services. In
this capacity, Consultant will not be an employee of the Company
and the Company will not be responsible for withholding federal
income or social security taxes from the fees paid.
4. During the Term, Consultant shall
not, directly or indirectly, (i) solicit or encourage any
employee of the Company to leave the employment of the Company or
(ii) solicit or otherwise attempt to establish for himself or
any other person, firm or entity any business relationship,
respecting any business that is one of the businesses conducted by
the Company or reasonably related thereto, with any person, firm or
entity which, at any time during the Term is or during the
twelve-month period preceding the date of the Co
