EXHIBIT 10(23)
PFIZER INC. NONFUNDED
DEFERRED
COMPENSATION AND UNIT AWARD PLAN
FOR
NON-EMPLOYEE
DIRECTORS
(Effective June 23, 1994)
(Amended September 26, 1996)
(Further Amended Effective March 1,
2006)
(Further Amended Effective January 1,
2008)
(Further Amended Effective January 1,
2009)
1. Deferral Election for Cash
Compensation . Each director who is not an employee of Pfizer
Inc (the “Company”) or any of its subsidiaries may
elect on or before the last day of any calendar year to have
payment of all or a specified part of all fees payable to him or
her for services as a director during the following calendar year
and thereafter deferred until he or she Separates from Service (as
defined in Paragraph 8) with the Company. Any such election shall
be made by written notice directed to the Secretary of the Company.
A director’s election to defer fees shall continue until a
director Separates from Service unless he or she earlier terminates
such election with respect to future fees by timely written notice
delivered to the Secretary of the Company. Any such notice shall
become effective on the first day of the calendar year immediately
following written notice directed to the Secretary of the Company.
Amounts credited to the account of a director prior to the
effective date of such notice shall not be affected thereby and
shall be paid to him or her in accordance with paragraph 5 (or
paragraph 6 in the event of his or her death) below.
2. Investment of Deferred Cash
Compensation . All deferred cash fees (“Deferred Cash
Compensation”) shall be held in the general funds of the
Company and shall be credited to the director’s account, and,
at the director’s election, the account shall be credited
either with a) interest at a rate equal to the rate of return for
an intermediate treasury index as selected by the Plan Assets
Committee, compounded monthly, or b) a number of units, calculated
to the nearest thousandth of a unit, produced by dividing the
amount of fees deferred by the closing market price of the
Company’s common stock as reported on the Consolidated Tape
of the New York Stock Exchange on the last business day of the
fiscal quarter in which the fees are earned. A director may elect
to switch the investment form of deferral of previously deferred
Deferred Cash Compensation effective on the first day of any
calendar quarter by giving prior written notice directed to the
Secretary of the Company; provided, however, that a switch into, or
out of, the unit account shall be permitted only if the director
has not elected to switch out of, or into, the unit account within
this Plan, the Pfizer Company Stock Fund within the Pfizer Savings
Plan or the unit account within the Pfizer Inc. Nonfunded Deferred
Compensation and Supplemental Savings Plan during the prior six
months. The Awarded Units, as described in paragraph 3, shall not
be affected by any such election.
3. Awards of Units . An award
consisting of 5,500 units shall be made to each director who is
elected for the first time, and thereafter each year that he or she
continues as a director effective as of the date of the annual
meeting of shareholders. All such units shall be referred to as the
“Awarded Units.” In the event of any change in the
number or kind of outstanding shares of common stock of the
Company, including a stock split or splits, or a stock dividend, an
appropriate adjustment shall be made in the number of Awarded
Units. The director’s account shall be credited with the
number of Units so awarded and such Units shall remain credited
until distribution as described in paragraph 5 below (or paragraph
6 in the case of the director’s death).
(A) Whenever a dividend is declared,
the number of units in the director’s account (both with
respect to Deferred Cash Compensation invested in the unit account
and Awarded Units, and including any increase in units due to
deferred dividends pursuant to this Paragraph 4(A)) shall be
increased by the result of the following calculations: 1) the
number of units in the director’s account multiplied by any
cash dividend declared by the Company on a share of its common
stock, divided by the closing market price of such common stock on
the related dividend record date; and/or 2) the number of units in
the director’s account multiplied by any stock dividend
declared by the Company on a share of its common stock. In the
event of any change in the number or kind of outstanding shares of
common stock of the Company including a stock split or splits,
other than a stock dividend as provided above, an appropriate
adjustment shall be made in the number of units credited to the
director’s account.
(B) Solely as to the Awarded Units
granted, earned and vested prior to January 1, 2005 (within
the meaning of section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”), and regulations thereunder
(“Section 409A”)), a director may elect to receive
directly in cash without deferral the value of any cash dividend,
declared by the Company on a share of its common stock, in lieu of
having his or her account credited as specified above in Paragraph
4(A). Any such election shall be made, and may also be terminated,
by written notice directed to the Secretary of the Company prior to
the calendar year of the payment of the dividend.
(C) Solely as to the Awarded Units
granted, earned or vested after December 31, 2004 (within the
meaning of Section 409A), a director may elect to receive
directly in cash without deferral the value of any cash dividend,
declared by the Company on a share of its common stock, in lieu of
having his or her account credited as specified above in Paragraph
4(A), if such election is made within 30 days of the
director’s first becoming eligible to participate in this
Plan or another account balance plan required to be aggregated with
this Plan under Section 409A, provided that such election
shall apply only with respect to dividends declared subsequent to
the date of receipt of the election by the Company. Otherwise such
dividends on any such Awarded Units will be deferred to the
director’s unit account as described above in Paragraph 4(A).
Such election is permanent and may not be changed thereafter. For
individuals who were, are, or will be eligible directors at
any
