pfizer inc 8-k (events or changes between quarterly reports) 2009-02-20

8/14/2019 PFIZER INC 8-K (Events or Changes Between Quarterly Reports) 2009-02-20

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UNITEDSTATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 2009

PFIZER INC.

(Exact name of registrant as specified in its charter)

Delaware 1-3619 13-5315170

(State or other Jurisdiction of incorporation) (Commission FileNumber) (I.R.S. Employer IdentificationNo.)

235 East 42nd Street

New York, New York

(Address of principal executiveoffices)

10017

(Zip Code)

Registrant's telephonenumber, including area code:

(212) 573-2323

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant

under any of the following provisions (see General Instruction A.2. below):

] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

CertainOfficers; Compensatory Arrangements of CertainOfficers.

Termination of Change-in-Control Severance Agreements with Executive Officers

As described in the Company's Definitive Proxy Statement filed with the Securities and Exchange

Commission on March 14, 2008, we previously entered into change-in-control severance agreements with

all of our executive officers. Effective February 16, 2009, all of those agreements were terminated voluntarily

by our executiveofficers.

Adoption of Executive SeverancePlan

Effective February 16, 2009, the Compensation Committee of the Company's Board of Directors (the

"Compensation Committee") adopted an ExecutiveSeverance Plan (the "Plan"). Participants in thePlan

include each of our executive officers and will include any other employee who is selected, or is a member of

a group that is selected, for participation by the Compensation Committee, provided that such executive

officer or employee is based in the United States or Puerto Rico or is paid from the United States. However,

if a person otherwise eligible to participate in the Plan is a party to an individual agreement with the Company

that provides for severance benefits in the event of the termination of his or her employment with theCompany, such person will not be eligible to participate in the Plan until the termination or expiration of such

individual agreement. All of the Company's executive officers became participants in the Plan on February

16, 2009 except (i) Joseph M. Feczko, who will retire from the Company in April 2009, and (ii) Frank A.

D'Amelio, who will become a participant in the Plan upon the expiration on September 10, 2009 of the

severance agreement that he and the Company entered into at the time he joined the Company (as described

in the Company's Form 8-K filed with the Securities and Exchange Commission on August 22, 2007).

Under the terms of the Plan, if a participant's employment is terminated by us without cause (as such term is

defined in the Plan), the participant will be entitled to the following payments and benefits upon the execution

of a release agreement provided by the Company:

a severance payment in a minimum amount equal to one year's pay and a maximum amount equal to two

years' pay, the exact amount to be based upon the participant's length of service; for this purpose, pay is

defined as the participant's base salary plus target annual incentive payment for the year in which the

termination occurs;

at the participant's election, the continuation of group term life insurance at active employee rates for up

to 12 months following termination at the then-current coverage amount; and

at the participant's election if he or she is not eligible for post-retirement medical coverage, thecontinuation of medical coverage at active employee rates for up to 12 months following termination.

Except as set forth above, benefits under all Company benefit plans and programs will terminate in

accordance with the terms of those plans and programs as they normally are applied to employees who

resign or whose employment is terminated by the Company.

Wemay amend, modify, suspend or terminate thePlan and disqualify employees from eligibilityunder the

Plan at any time for any reason or for no reason with or without notice.

The foregoing discussion is qualified in its entirety by reference to the Plan, which is filed as an exhibit hereto.



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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 The Pfizer Inc. Executive Severance Plan

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf

by the authorized undersigned.

PFIZER INC.

By: /s/ Matthew Lepore

Matthew Lepore

Title: Vice President, Chief Counsel - Corporate Governance,

andAssistantGeneral Counsel

Dated: February 20, 2009

EXHIBIT INDEX

Exhibit No. Description

10.1 The Pfizer Inc. Executive Severance Plan

EXHIBIT 10.1

NTRODUCTION

The Pfizer Inc. Executive Severance Plan (the "Plan") is intended to provide severance benefits when an eligible employee's

employmentwith Pfizer Inc (the "Company") is terminated by theCompanywithout "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

ndependent 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

ubsequently determined to be an "employee" by any governmental or judicial authority. For purposes of the preceding



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entence, 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,

andsimilar statutes imposing withholding obligations.

POLICY

For purposes of this Plan, "Termination of Employment" or "Termination Date" meansa 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:

nvoluntaryTermination of Employment by theCompanyother than for Cause - InvoluntaryTerminationofEmployment by

he Companyfor any reason (including,without limitation, positionelimination, curtailmentor cessation of operations,

eorganization and performance-related termination) other than forCause.

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 positionwith theacquiring entitywith 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 terminationother than forCause.

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 hisor herTermination of Employment (the "Release Agreement"); provided,

however, that such Release Agreement shall be substantially similar to the release agreement used by the Companyimmediatelyprior 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.

NOTICEPERIOD

n 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

equired to work through the Notice Period at the discretion of the Company.

n 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.



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f 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 eligible employee will only receive benefits in accordance with the terms of this Plan. During

he Notice Period, and subject to the continued provision of appropriate services during such Notice Period described above,

he eligible employee will be paid his or her current base salary or wages as in effect on the date of the start of the Notice

Period, excluding any bonus, stock and stock unit grants of any type, stock option income, short-term shift cash awards,

premium pay, holiday bonuses, one-time payments, allowances, contest awards andother similar payments.

BENEFITS

The Release Agreement is includedwith thematerials eligible employees receive from theCompanydescribing the

arrangements for separation from service. Severance benefits payable under this Plan are subject to timely execution of the

Release Agreement as follows:

Without A Signed Release Agreement

f an eligible employee does not sign and provide to the Company a Release Agreement within sixty (60) days following his or

her Termination Date, he or she will not receive severance benefits under this Plan.

Benefits under all Company benefit plans and programs will terminate in accordance with the terms of those plans as they are

normally applied to employees who resign or are terminated from their employment with the Company.

With A Signed Release Agreement

1. Amount of Benefits. If an eligible employee signs and provides to the Company a Release Agreement within

sixty (60) days following his or her Termination Date, he or she will receive cash severance in an amount

determined using the formula set forth on Schedule A attached hereto.

2. The minimum cash severance amount is 52 weeks of Pay and the maximum cash severance amount is 104

weeks of Pay.

3. "Pay" for cash severance purposes is defined as the annualized base salary in effect on the date of the start of

the Notice Period (or, if higher, the highest annualized base salary in effect during the 12 month period prior to the

Notice Period) plus the target bonus in effect at the start of the Notice Period, and excludes stock and stock unit

grants of any type, stock option income, short-term shift cash awards, premium pay, holiday bonuses, one-time

payments, allowances, contest awards and other similar payments. Pay is divided by 52 to determine one week's

Pay, but in no event will it include bonuses that have been previously rolled into base salary.

4. Payment Date. The cash severance amount shall be paid in a lump sum, in cash, on the first business day of the

seventh month following theeligible employee's Termination Date.Such amounts shall not be adjusted for interest

or earnings.

5. Medical Coverage. In addition, if the eligible employee does not meet the requirements for retiree medical

coverage at the time of the Termination Date but is enrolled in a Company-sponsored medical plan, he or she may

continue to participate in the medical plan for up to twelve (12) months following his Termination Date. To receive

this coverage, the eligible employee must waive the right to COBRA continuation coverage. However, after the 12

months of active rate coverage, the individual is eligible to continue to participate in the medical plan for up to an

additional 18 months at full cost (100% of the cost to the employee and employer).

6. Life Insurance. The eligible employee may continue group term life insurance coverage at active employee rates

for up to 12 months following his Termination Date at the current coverage amount. Subject to applicable state

laws and availability by the vendor, conversion to an individual policy may be available when this coverage



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terminates.

7. Other Benefits. Benefits under all Company benefit plans and programs will terminate in accordance with the

terms of those plans as they are normally applied to employees who resign or are terminated from their

employment with the Company other than as specifically set forth above, and active-service benefits will cease on

the eligible employee's Termination Date, except as set forth above.

8. The cash severance (as described above) will not be included as earnings under any other Company plan.

9. Benefits hereunder will be reduced by any outstanding debt owed by the eligible employee to the Company, to

the extent permitted by Section 409A, and all applicable withholdings.

Notwithstanding the benefits payable under this Plan, the eligible employee shall remain entitled to: (1) any bonus payable with

espect to services performed in the year prior to the year in which his or her Termination Date occurs to the extent not yet

paid (and such bonus shall be paid by March 15th of the year in which his Termination Date occurs), and (2) the pro-rata

payment of the target bonus payable for the year in which the Termination Date occurs which shall be payable under the terms

of the Global Performance Plan in the regular course of business.

RESTRICTION ON REEMPLOYMENT

Unless specifically waived by the Plan Administrator, an employee who receives any benefits from this Plan may not be re-employed or retained by the Company or any of its affiliates in any capacity (including consulting arrangements) for a period of

wo years from his Termination Date. The Company reserves the right to terminate such services pursuant to this restriction

and the affected employee will have no right to any additional cash severance or other benefits or remedies as a consequence

of such termination. Should the Company not terminate an affected employee's services pursuant to this restriction, the

employee will be required to repay the Company a pro-rata portion of any cash severance received. Such amount shall be

determined by (1) multiplying the full amount of any cash severance received by a fraction, the numerator being the number of

days from the Termination Date to the date of re-employment or other service date and the denominator being 730, and (2)

ubtracting such amount from the full amount of the cash severance.

ADMINISTRATIONAND RESPONSIBILITY

The Plan Administrator is theSenior Vice President, Human Resources, Pfizer Inc, 235 East 42nd Street, New York,

NY 10017, telephone 212-733-2323.

The Plan Administrator may, in his or her reasonable discretion, and subject to the provisions of the Plan, from time to time

establish such rules and regulations and delegate any or all of his or her authority to administer the Plan to any other persons or

committee he or she deems necessary or appropriate for the proper administration of the Plan.

Benefits under this Plan will be paid only if the Plan Administrator decides in his or her reasonable discretion that an eligible

employee is entitled to them. The Plan Administrator shall make, in his or her reasonable discretion, all determinations arising in

headministration, constructionor interpretation of thePlan including the right to construe disputed Plan terms andprovisions,

and any such determination shall be conclusive and binding on all persons, except as otherwise provided by law. The Plan

Administrator is authorized to approve exceptions to this Plan, in his or her reasonable discretion, within the limits prescribed

by Section 409A, the Employee Retirement Income Security Act of 1974 ("ERISA") as amended from time to time, and other

applicable laws. This Plan is intended to comply with Section 409A, and to constitute a welfare benefit plan under ERISA,

and shall be interpreted strictly in accordance with such foregoing intent. The Company reserves the right to decide whether

he circumstances justify the payment of benefits under this Plan in any particular case, and the decision of the Company is

final. The Company may delegate any or all its authority under the Plan to any other persons or committee it deems necessary

or appropriate.

CLAIMS AND APPEALS PROCEDUREA claimant has the right to appeal a denied claim for benefits. Filing an appeal with the Plan Administrator from the initial denial

of a claim for benefits in accordance with the Plan's claim review procedure is necessary before a claimant can file a lawsuit in

a state or federal court to challenge the denial of the claim. Please refer to the Summary Plan Description for details on the

claims and appeals procedure that must be followed to appeal a claim denial.



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AMENDMENT AND TERMINATION

The Plan may be amended or terminated by the Company at any time for any reason, without or without notice. The Company

eserves the right, by action of the Compensation Committee of the Board of Directors, or by any duly appointed successor

committee or team, to amend, modify, suspend or terminate this Plan and to disqualify employees from eligibility under the

Plan at any time for any reason or for no reason with or without notice. Any such action is not contingent upon the financial

conditionof Pfizer Inc.

SCHEDULE A

NOTICE

PERIOD

Period of

Time to

Consider a

Release

Agreement

No Signed

Release

Agreement

Signed Release

Agreement

Involuntary

Termination

Other Than

For Cause

Numberof

DaysSeverance

Fixed

Number of

Weeks' Pay

PlusWeeks of Pay Per

Full Year of Service(1)

28 - 60 $0 13 3

(1) Measured from most recent date of hire.


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