INTRODUCTION
The Pfizer Inc. Executive Severance Plan (the "Plan") is intended
to provide severance benefits when an eligible employee's
employment with Pfizer Inc (the "Company") is terminated by the
Company without "Cause" (as defined herein).
ELIGIBLITY
You are eligible to participate in the Plan if all of the following
apply:
-
You
are a regular part-time or full-time employee in one of the 50
United States, Puerto Rico or the District of Columbia, or an
employee paid in whole or in part from the United States under the
Global Employee Policy; and
-
You
are (i) a member of the Company's Executive Leadership Team (or its
successor), or (ii) selected for participation by the Compensation
Committee (the "Compensation Committee") of the Company's Board of
Directors (the "Board"). However, if you would otherwise be
eligible to participate in the Plan but are a party to an
individual agreement with the Company that provides for severance
benefits in the event of your termination of employment with the
Company, you will not be eligible to participate in the Plan until
the termination or expiration of such individual
agreement.
For any and all purposes under this Plan, the term "employee"
and "eligible employee" shall not include a person hired as an
independent contractor, leased employee, consultant or a person
otherwise designated by the Company at the time of hire as not on
the Pfizer payroll or not eligible to participate in or receive
benefits under the Plan, even if such ineligible person is
subsequently determined to be an "employee" by any governmental or
judicial authority. For purposes of the preceding sentence, a
person shall only be considered on the Pfizer payroll if payment of
compensation to such person is initially treated as subject to the
withholdings and other deductions applicable to persons who are
considered 'employees' for federal, state, and similar statutes
imposing withholding obligations.
POLICY
For purposes of this Plan, "Termination of Employment" or
"Termination Date" means a separation from service within the
meaning of Internal Revenue Code ("Code") Section 409A and
applicable guidance thereunder ("Section 409A").
Severance benefits are payable to an eligible employee pursuant to
this Plan in the following circumstance:
Involuntary Termination of Employment by the Company other
than for Cause - Involuntary Termination of Employment by the
Company for any reason (including, without limitation, position
elimination, curtailment or cessation of operations, reorganization
and performance-related termination) other than for Cause.
For purposes of this Plan, "Cause" means a willful breach of duty
in the course of employment. No act, or failure to act, shall be
deemed "willful" unless done, or omitted to be done, not in good
faith and without reasonable belief that the action or omission was
in the best interest of the Company and its subsidiaries.
EXCLUSIONS
Severance benefits are forfeited and not payable
pursuant to this Plan in the following circumstances:
1. Upon divestiture of a subsidiary, division, site, plant or other
identifiable segment of the Company, when the eligible employee is
offered a substantially comparable position with the acquiring
entity with compensation and benefits, in the aggregate,
substantially as favorable as those enjoyed by the eligible
employee at the time of the divestiture.
2. If an eligible employee is terminated for Cause.
3. If an eligible employee voluntarily resigns/retires from his
or her employment.
4. If an eligible employee dies while in active service prior to
notice by the Company of the eligible employee's involuntary
termination other than for Cause.
5. If an eligible employee becomes disabled (as defined by the
terms of the disability plan in which he or she participates) while
in active service, prior to notice by the Company of the eligible
employee's involuntary termination other than for Cause. If the
eligible employee returns to active service, he or she may be
eligible to receive benefits as provided hereunder as if he or she
was not disabled.
6. If an eligible employee declines to sign a release agreement
as a condition precedent to the receipt of severance benefits
within sixty (60) days of his or her Termination of Employment (the
"Release Agreement"); provided, however, that such Release
Agreement shall be substantially similar to the release agreement
used by the Company immediately prior to his or her
termination.
7. If an eligible employee violates a non-compete and/or
non-disclosure provision of the Release Agreement prior to the date
of payment as reasonably determined by the Plan Administrator.
NOTICE PERIOD
In all termination situations where an eligible employee is asked
to sign a Release Agreement, the eligible employee will be given
the necessary amount of time during which to consider and sign such
Release Agreement - for an individual termination action, at least
28 calendar days of notice; for a group termination action, at
least 52 calendar days of notice. Group actions are actions that
involve two or more employees, as determined by the Plan
Administrator. The eligible employee can be required to work
through the Notice Period at the discretion of the Company.
In the event an eligible employee's separation is deemed by the
Company to be covered by the Worker Adjustment Retraining
Notification Act (WARN), or state WARN counterpart, the Company
will provide such notice as is required by statute.
If an eligible employee ceases to provide services during the
Notice Period as a result of Company action, and the eligible
employee was being paid during the Notice Period then the eligible
employee will be paid for the remainder of the Notice Period in
addition to his or her benefits under this Plan. If an eligible
employee ceases to provide appropriate services on his or her own
initiative during the Notice Period and the eligible employee was
being paid during the Notice Period, all Notice Period payments
will end and the eli
