SEPARATION AND SETTLEMENT AGREEMENT
This Separation and Settlement
Agreement (this "Agreement") is entered into as of April 25, 2009,
by and between Corey S. Goodman, Ph.D. ("Dr. Goodman"), and Pfizer
Inc ("Pfizer"). Dr. Goodman and Pfizer are referred to as the
"Parties," and each as a "Party," in this Agreement.
Recitals
A. Dr.
Goodman currently is employed by Pfizer as Senior Vice President,
President of its Biotherapeutics and Bioinnovation Center, Elected
Executive Officer, and a member of Pfizer's Executive Leadership
Team. Dr. Goodman commenced employment with Pfizer on or about
October 4, 2007, pursuant to the terms of an offer letter dated
September 27, 2007 (the "Offer Letter").
B. In
the negotiation, drafting, and execution of this Agreement, Dr.
Goodman has been represented by Alan C. Mendelson and Linda M.
Inscoe of Latham & Watkins LLP; and Pfizer has been represented
by Mia Farber of Jackson Lewis LLP and Jeffrey D. Wohl of Paul,
Hastings, Janofsky & Walker LLP.
C. This
Agreement is the product of good-faith negotiations and compromise.
Accordingly, nothing in this Agreement is intended or will be
construed as an admission by either Party of any act or omission
that breached any duty owed to, or violated the rights of, the
other Party.
Based on these recitals, the Parties agree as follows:
Terms
1.
Resignation from employment; final compensation arrangements
. Upon his execution of this Agreement, Dr. Goodman will tender his
resignation from all aspects of his employment with Pfizer, and all
positions he holds with Pfizer, effective May 31, 2009 (his
"Resignation Date"), by means of a letter of resignation in the
form and substance evidenced by Appendix A to this Agreement. Prior
to his Resignation Date, Dr. Goodman will be on a paid leave of
absence from Pfizer, with all of his current compensation and
benefits arrangements remaining in full force and effect until his
Resignation Date. Upon his Resignation Date, Dr. Goodman will be
paid all of his salary and unused vacation earned or accrued
through his Resignation Date. In addition, Dr. Goodman will be
provided with notice of his right to continue his health-insurance
coverage, at his own expense, pursuant to COBRA.
2.
Forgiveness of repayment of replacement cash compensation .
Although, under his Offer Letter, Dr. Goodman's voluntary
resignation prior to his two-year service anniversary date
ordinarily would trigger his obligation to repay to Pfizer the
second installment of his replacement cash compensation which he
previously received ($1,700,000 less applicable tax withholding, or
$1,066,990) ("Replacement Cash Compensation"), in consideration of
(i) Dr. Goodman's acceptance of this Agreement and full abidance by
it; (ii) execution and return to Pfizer not earlier than his
Resignation Date of a Supplemental Release of Claims ("Supplemental
Release") in the form and substance evidenced by Appendix B to this
Agreement; and (iii) his non-revocation of his acceptance of the
Supplemental Release within the seven-day period it provides,
Pfizer will forgive the repayment of the Replacement Cash
Compensation and waive the right to seek that repayment from Dr.
Goodman.
3.
Agreed-upon internal communication . Pfizer will release
internally within Pfizer an announcement of Dr. Goodman's
resignation with the content of Appendix C to this Agreement.
4.
Release of claims by Dr. Goodman .
a. In
consideration of and in exchange for the benefits provided to him
under this Agreement, including but not necessarily limited to
Pfizer's acceptance of Dr. Goodman's resignation effective May 31,
2009, and forgiveness of the repayment of the Replacement Cash
Compensation, and except as provided in paragraph 4.d. of this
Agreement, Dr. Goodman, on behalf of himself and his heirs,
administrators, executors and assigns, releases and forever
discharges Pfizer, its parents, subsidiaries, affiliated companies,
successors and assigns, and its and their current and former
employees, agents, representatives, shareholders, officers and
directors (collectively, the "Pfizer Released Parties," each a
"Pfizer Released Party") from any and all claims, injuries,
damages, remedies, attorneys' fees and costs or any other losses,
whether known or unknown, including but not limited to those
arising out of or in any way relating to the Offer Letter, Dr.
Goodman's employment with Pfizer, the termination of Dr. Goodman's
employment with Pfizer, or otherwise, that he has or may have by
reason of any facts or circumstances from the beginning of time
through the date Dr. Goodman executes this Agreement (collectively,
the "Goodman Released Claims," each a "Goodman Released
Claim").
b. The
Goodman Released Claims include but are not limited to any and all
claims for breach of contract, personal injury, wages, benefits,
defamation, wrongful discharge, discrimination, harassment,
retaliation, impairment of economic opportunity, intentional
infliction of emotional harm, negligence, or other tort, and any
and all other claims based on any oral or written agreements or
promises, whether arising under statute (including but not limited
to claims arising under the Civil Rights Act of 1866, the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay
Act, the Age Discrimination in Employment Act of 1967, the
Americans With Disabilities Act of 1990, the Worker Adjustment and
Retraining Notification Act, the Employee Retirement Income
Security Act, the National Labor Relations Act, the California Fair
Employment and Housing Act, the California Labor Code, and/or any
and all other federal, state, local or foreign statutes, executive
orders or regulations), contract (express or implied),
constitutional provision, common law, public policy or otherwise,
from the beginning of time through the date Dr. Goodman executes
this Agreement.
c. The
Goodman Released Claims include all such known and unknown claims.
Dr. Goodman therefore waives the protections of California Civil
Code section 1542, which states:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.
d.
Notwithstanding the foregoing, the
Goodman Released Claims do not include:
(1) any claim to benefits under any Pfizer employee-benefit plan
that that already are or will be vested as of Dr. Goodman's
Resignation Date;
(2) any claim Dr. Goodman has or could assert as a Pfizer
stockholder;
(3) any claim for unemployment-insurance or workers-compensation
benefits;
(4) any charge or complaint with the U.S. Equal Employment
Opportunity Commission or the California Department of Fair
Employment and Housing alleging discrimination or other conduct
prohibited by applicable anti-discrimination or equal employment
opportunity law; a complaint with the National Labor Relations
Board; or a charge or complaint with any other administrative
agency to the extent that right may not be waived by private
agreement absent judicial or governmental supervision; provided
that Dr. Goodman still waives and releases the right to recover
monetary damages in any charge, complaint or lawsuit filed by him
or by anyone else on his behalf;
(5) any claim against Pfizer for indemnity or contribution with
respect to any claim asserted against Dr. Goodman by any third
party arising from or related to Dr. Goodman's employment with
Pfizer for which indemnity or contribution is provided by law or
Pfizer's articles of incorporation or corporate by-laws; and
(6) any other claim that may not be waived by private agreement
without judicial or governmental supervision.
5.
Release of claims by Pfizer
.
a.
In consideration of and in exchange
for Dr. Goodman's acceptance of this Agreement and the obligations
it imposes upon him, and except as provided in paragraph 5.d. of
this Agreement, Pfizer, on behalf of itself and its parents,
subsidiaries, affiliated companies, successors and assigns,
releases and forever discharges Dr. Goodman and his heirs,
administrators, executors and assigns (the "Goodman Released
Parties," each a "Goodman Released Party") from any and all claims,
injuries, damages, remedies, attorneys' fees and costs or any other
losses, whether known or unknown, arising from or related to Dr.
Goodman's employment with Pfizer (collectively, the "Pfizer
Released Claims," each a "Pfizer Released Claim").
b. The
Pfizer Released Claims include but are not limited to any and all
claims under the law of contract or tort, any claim based on breach
of a statutory duty, and any other claim, from the beginning of
time through the date Pfizer executes this Agreement.
c. The
Pfizer Released Claims include all such known and unknown claims.
Pfizer therefore waives the protections of California Civil Code
section 1542, which states:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.
d.
Notwithstanding the foregoing, the
Pfizer Released Claims do not include:
(1) any claim against Dr. Goodman for indemnity or contribution
with respect to any claim asserted against Pfizer by any third
party arising from or related to Dr. Goodman's employment with
Pfizer for which indemnity or contribution is provided by law or
Pfizer's articles of incorporation or corporate by-laws; and
(2) any other claim that may not be waived by private agreement
without judicial or governmental supervision.
6.
Non-alienation of claims . Dr.
Goodman represents and warrants that he has not assigned,
transferred, or otherwise alienated any of the Goodman Released
Claims to any third party, and Pfizer represents that it has not
assigned, transferred, or otherwise alienated any of the Pfizer
Released Claims to any third party. Dr. Goodman will indemnify
Pfizer and hold it harmless from all damages, losses, costs and
expenses which Pfizer may suffer or incur as a result of the
assertion against it of any Goodman Released Claim by any third
party, and Pfizer will indemnify Dr. Goodman and hold him harmless
from all damages, losses, costs and expenses which Dr. Goodman may
suffer or incur as a result of the assertion against him of any
Pfizer Released Claim by any third party.
7.
Non-disparagement . Dr.
Goodman will not disparage any Pfizer Released Party or any Pfizer
Released Party's goods, services, employees, customers, business
relationships, or financial condition. No member of Pfizer's
Executive Leadership Team will disparage Dr. Goodman. For purposes
of this Agreement, to "disparage" means to make statements, whether
true or false, that cast the subject of the statement in a critical
or unfavorable light. Nothing in the foregoing will preclude Dr.
Goodman or the other individuals referenced in this paragraph from
providing truthful disclosures to an appropriate government agency,
arbitrator, or court related to a legally-required filing, a
governmental investigation, or a pending matter in controversy.
8.
Confidentiality . Neither Dr.
Goodman nor anyone acting by, through, under or in concert with him
will speak to the press or other news or public media about his
employment at Pfizer, the circumstances of his resignation from
employment with Pfizer, or this Agreement, other than remarks or
responses consistent with the agreed-upon communication described
in paragraph 3 of this Agreement. Neither any member of Pfizer's
Executive Leadership Team, nor any member of the Pfizer media
relations team or the Pfizer investor relations team, nor anyone
acting by, through, under or in concert with such person, will
speak to the press or ot
