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WARNER-LAMBERT COMPANY
* * *
Supplemental Pension Income Plan
As Amended to September 27, 1994
WARNER-LAMBERT COMPANY
SUPPLEMENTAL PENSION INCOME PLAN
ARTICLE I
Purpose
SECTION 1.1. There is hereby established a Supplemental
Pension Income Plan in order to attract and hold officers and
key employees in senior managerial and other important positions
with the Company and its Affiliates by providing such executives
compensation in the form of supplemental pension and retirement
income in amounts reasonably related to their compensation and
the length of their service with the Company.
ARTICLE II
Definitions
SECTION 2.1. Whenever used herein, unless the context
otherwise indicates, the following terms shall have the respec-
tive meanings set forth below:
Affiliate: any person directly or indirectly
controlling, controlled by, or under direct or indirect
common control with another Person. A Person shall be
deemed to control another Person if such Person possesses,
directly or indirectly, the power to direct or cause the
direction of the management and policies of such other
Person, whether through the ownership of voting securities,
by contract or otherwise.
Average Final Compensation: the total amount of an
Employee's Compensation for the three calendar years during
which his Compensation was the highest of the five year
period of Service ending with his Early or Normal
Retirement Date, divided by 3.
Average Final Salary: the total amount of an
Employee's Salary for the three calendar years during which
his salary was the highest of the five year period of
Service ending with his Early or Normal Retirement Date,
divided by 3.
Basic Pension Income: the amount of annual pension
benefits determined in accordance with Article V hereof.
Board of Directors: the Board of Directors of the
Company or the Executive Committee thereof.
Committee: the Committee authorized to administer the
Plan pursuant to Article IX hereof.
Company: Warner-Lambert Company, its predecessors, or
any successor to it in ownership of substantially all of
its assets, whether by merger, consolidation or otherwise.
Compensation: An Employee's Salary during the calendar
year plus the amount, if any, allocated to the Employee as
additional incentive compensation with respect to the
preceding year pursuant to Section 3.4 of the Warner-
Lambert Company Incentive Compensation Plan, not including
any amount allocated subject to restrictions dependent upon
future per share earnings of the Company.
Early Retirement Date: the first day of the calendar
month coincident with or next following any date, prior to
a Participant's Normal Retirement Date and on or after his
55th birthday, on which he shall retire.
Employee: any person in the employ of the Company or
its domestic Affiliates.
Internal Revenue Code: Internal Revenue Code of 1986,
as amended.
Normal Retirement Date: the first day of the calendar
month coincident with or next following a Participant's
65th birthday.
Participant: a person who shall have met the require-
ments for participation in the Retirement Plan as provided
in Article III thereof and whose participation in the
Retirement Plan shall not have terminated as provided in
said Article.
Pension Income Objective: the annual amount determined
in accordance with Article IV hereof.
Person: an individual, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization, and
a government or any department or agency thereof.
Plan: the Supplemental Pension Income Plan as set
forth herein and as amended from time to time.
Postponed Retirement Date: the first day of the
calendar month coincident with or next following any date,
subsequent to a Participant's Normal Retirement Date, on
which he shall retire.
Retired Senior Executive: a person who has met the
requirements of Article III or XIII, as the case may be.
Retirement Date: an individual's Retirement Date shall
be his Normal, Early or Postponed Retirement Date,
whichever is coincident with or next follows his
termination of Service.
Retirement Plan: the Warner-Lambert Retirement Plan as
in effect on the date hereof and as subsequently amended.
Retirement Plan Benefit: the amount of the annual
benefit that a Retired Senior Executive is eligible to
receive under the Retirement Plan (determined without
regard to the flat dollar benefit of Section 9 of Article
VI of the Retirement Plan) and under Article VII of this
Plan, determined as of and commencing on his Retirement
Date or, if greater, the amount of such benefit that he
would have been eligible to receive if he had begun to
participate in the Retirement Plan when he first became
eligible to do so and thereafter neither voluntarily ceased
to make contributions to, nor elected a refund of
contributions under, the Retirement Plan.
Salary: effective January 1, 1990, an Employee's
annualized basic remuneration paid as of the first day of
the calendar year for services performed for the Company or
its Affiliates, plus any amounts contributed on his behalf
pursuant to Section 4.1 of the Warner-Lambert Supplemental
Savings Plan during the calendar year, and excluding any
bonuses or other compensation.
Salary/Age Minimum: a number, representing the
combination of Salary, expressed in $1,000 units, and age
required for eligibility for a Supplemental Pension Income,
which shall equal 200 on the effective date of the Plan.
For each calendar year subsequent to calendar year 1975,
the Salary/Age Minimum shall equal
(i) the Salary/Age Minimum for the preceding
year; plus or minus
(ii) one-fourth of the percentage increase or
decrease in the Bureau of Labor Statistics Consumer
Price Index for Urban Wage Earners and Clerical
Workers: U.S. City Average, All Items, 1967=100, for
such preceding year multiplied by the difference
between such preceding year's Salary/Age Minimum and
65.
Service: a period of service with the Company or its
Affiliates determined in accordance with service rules
applicable to the Retirement Plan in effect at the time
when the determination shall be made.
Spouse's Supplemental Pension Income: the annual
amount of benefits to be paid to a Surviving Spouse under
Article VI hereof.
Supplemental Pension Income: the annual amount of
benefits to be paid to a Retired Senior Executive under
Article VI hereof.
Supplemental Retirement Plan Income: the benefits to
be paid to a Participant (or his spouse, contingent
annuitant or other person) under Article VII hereof.
Surviving Spouse: the person to whom an Employee or
Retired Senior Executive was married on the date of his
death if the marriage occurred (a) on or before the date on
which the Retired Senior Executive's retirement income
shall have commenced or (b) at least one year prior to the
death of the Employee who dies prior to commencing receipt
of benefits.
ARTICLE III
Eligibility for Supplemental Pension Income
SECTION 3.1. An Employee shall be eligible to receive a
Supplemental Pension Income in an amount determined in
accordance with Article VI hereof if he meets the following
requirements as of his Early or Normal Retirement Date:
(a) he has attained age fifty-five (55);
(b) he has completed at least five (5) years of
Service;
(c) he is a Participant in the Retirement Plan;
(d) the sum of his Average Final Salary divided by
$1,000 plus his age in years equals or exceeds the
Salary/Age Minimum;
(e) he is not entitled to receive Equity Annuity
Retirement Income pursuant to Article VII of the Retirement
Plan;
(f) he is at salary grade 17 or higher; and
(g) if he retires on an Early Retirement Date prior
to age 62, the Committee has approved his eligibility.
SECTION 3.2. The Committee, acting within its discretion,
may designate an Employee who meets all of the requirements of
Section 3.1 hereof as of his Early or Normal Retirement Date
except (d) and/or (f) as being eligible to receive a
Supplemental Pension Income provided:
(a) with respect to Section 3.1(d), the sum referred
to therein equals or exceeds 90% of the Salary/Age Minimum
as of his Early or Normal Retirement Date; and
(b) with respect to Section 3.1(f), the Employee was
at salary grade 17 or higher during at least 24 months of
the five year period of Service ending with his Early or
Normal Retirement Date.
The designation authorized by this Section 3.2 shall be made
only within the period beginning on the Employee's Early or
Normal Retirement Date and ending one year thereafter.
SECTION 3.3. For the purposes of Section 3.1 and Section
3.2, an Employee whose Service is terminated by his death shall
be deemed to have retired immediately prior to the date of his
death. If he would have qualified as a Retired Senior Executive
at that time, his Surviving Spouse, if any, shall be eligible
for a Spouse's Supplemental Pension Income in accordance with
Section 6.2.
ARTICLE IV
Pension Income Objective
SECTION 4.1. For each Retired Senior Executive who
retires on a Normal or Postponed Retirement Date, a Pension
Income Objective shall be calculated as of his Normal Retirement
Date by multiplying the sum of:
(a) 3.36% for each year of his Service after he
attains age 45, up to 10 years; plus
(b) 2.24% for each year of his Service after he
attains age 45, in excess of 10 and up to 20 years
times his Average Final Compensation. No period of
Service after Normal Retirement Date shall be taken
into account in determining a Pension Income
Objective, except as otherwise required by law.
SECTION 4.2. For each Retired Senior Executive who
retires on an Early Retirement Date, a Pension Income Objective
shall be calculated in the amount provided in Section 4.1
hereof, reduced by the amount obtained by multiplying the sum
of:
(a) 6% for each year, if any, between his Early
Retirement Date and his 60th birthday; plus
(b) 3% for each year, if any, between the later of
his Early Retirement Date or his 60th birthday and his
62nd birthday.
SECTION 4.3. Periods of less than a year shall be
included in the calculations required by this Article IV as the
number of complete months in such period divided by 12. A
period of fifteen days or more shall be included in such
calculation as a complete month; a period of less than fifteen
days shall be disregarded.
ARTICLE V
Basic Pension Income
SECTION 5.1. For each Retired Senior Executive there
shall be computed a Basic Pension Income as of his Retirement
Date. The Basic Pension Income shall equal the sum of the
amounts of annual pension benefit determined in accordance with
Section 5.2 or Section 5.3, whichever is applicable.
SECTION 5.2. The Basic Pension Income for each Retired
Senior Executive who retires on a Normal or Postponed Retirement
Date shall be the sum of the following amounts determined as of
his Normal Retirement Date and converted as hereinafter
described:
(a) his Retirement Plan Benefit;
(b) the amount of any pension benefit that he is
eligible to receive under a pension plan maintained by
any Affiliate of the Company or any other company;
(c) the amount of any annual pension benefit that he
is eligible to receive under the Social Security Act,
or would be eligible to receive if he were to realize
no net earnings from self-employment and no wages for
services rendered after his Retirement Date;
(d) the amount of any annual pension benefit that he
is eligible to receive under any other statutory or
governmental pension program; and
(e) the amount of any other pension benefit that he
is eligible to receive now or in the future under any
other pension plan, contract or program, including a
pension plan established by the Retired Senior
Executive with respect to periods of self-employment,
and any individual retirement account, annuity, or
bond established under the Employee Retirement Income
Security Act of 1974 (collectively referred to herein
as "IRA"), or any IRA equivalent established under the
laws of a foreign government, to the extent funded by
a distribution of any of the benefits (whether
directly or indirectly) described in paragraph (b) or
(d) above, but excluding an IRA, or such an IRA
equivalent, to the extent funded with the Retired
Senior Executive's own contributions.
Amounts of Basic Pension Income shall be determined before
any reduction which may have resulted from an election by the
Retired Senior Executive to receive a lump-sum benefit in lieu
of a pension benefit, whether or not related to his own contri-
butions. The amount of any annual pension benefit payments
which commence prior or subsequent to Normal Retirement Date
shall be determined as if the payment of such benefits commenced
on Normal Retirement Date irrespective of the date on which the
pension actually commenced. The amount of any annual pension
(not including Section 5.2(c) amounts) determined at Normal
Retirement Date other than on a 50% joint and survivor basis
shall be converted actuarially to a pension payable on such
basis.
SECTION 5.3. The Basic Pension Income for a Retired
Senior Executive who retires on an Early Retirement Date shall
be the sum of the amounts of annual pension benefits listed in
Section 5.2 hereof, determined as if the payment of such
benefits commenced on the Retired Senior Executive's Normal
Retirement Date. Such sum shall be actuarially reduced to the
later of the Early Retirement Date or the earliest date such
pension benefits are actually available. Amounts (not including
Section 5.2(c) amounts) payable other than on a 50% joint and
survivor basis shall be converted actuarially to a pension
payable on such basis as of the later of the Early Retirement
Date or the earliest date such pension benefits are actually
available. In the event that the payment of any annual pension
benefit listed in Section 5.2 hereof shall first become
available on a date following the Early Retirement Date of such
Retired Senior Executive, the amount of such annual pension
benefit shall be included in the Basic Pension Income of such
Retired Senior Executive only from and after the first date on
which the benefit is available.
SECTION 5.4. Notwithstanding the foregoing, payments to
or other amounts realized by the Retired Senior Executive
pursuant to a deferred compensation agreement, a profit sharing
plan, a stock option or alternate stock plan or any other
incentive compensation plan or agreement shall not be included
in computing his Basic Pension Income.
ARTICLE VI
Supplemental Pension Income
SECTION 6.1. There shall be paid to each Retired Senior
Executive who retires on a Retirement Date a Supplemental
Pension Income which shall be an annual amount equal to the
excess, if any, of his Pension Income Objective computed in
accordance with Article IV hereof over his Basic Pension Income
computed in accordance with Article V hereof.
SECTION 6.2. If a Retired Senior Executive shall die
survived by a Surviving Spouse, such Surviving Spouse shall be
paid a Spouse's Supplemental Pension Income which shall be an
amount equal to one-half of the amount of the Supplemental
Pension Income which otherwise would have been payable to the
Retired Senior Executive.
ARTICLE VII
Supplemental Retirement Plan Income
SECTION 7.1. There shall be paid to each Participant (or
his spouse, contingent annuitant or other person), in accordance
with Section 7.2 hereof, a Supplemental Retirement Plan Income
which shall be the additional amount which would have been
payable to him or her from the Retirement Plan if the
limitations of the Internal Revenue Code were not applicable.
For this purpose, the limitations of the Internal Revenue Code
include, but are not limited to, Sections 415, 401(a)(17) and
401(a)(4), and therefore, this Section 7.1 shall include, but
not be limited to, the additional amount that would be payable
to him or her if Compensation as defined in the Retirement Plan
was to include deferred annual bonuses (but not long term
bonuses), Compensation in excess of $150,000 (as adjusted) and
contributions to the Excess Savings Plan (other than matching
contributions).
SECTION 7.2. Payment of Supplemental Retirement Plan
Income to a Participant or to his spouse, contingent annuitant
or other person shall be governed by the provisions of the
Retirement Plan in all respects, except that any amounts
otherwise payable as Equity Annuity Retirement Income as
referred to in Article VII of the Retirement Plan shall be
payable hereunder as Dollar Annuity Retirement Income as
referred to in Article VI of the Retirement Plan.
ARTICLE VIII
Absence of Funding
SECTION 8.1. The sole obligation of the Company hereunder
to a Retired Senior Executive, Surviving Spouse, Participant, or
any other person claiming through or under any such individual,
is a contractual obligation to make payments in accordance with
the terms hereof. No amount of cash or other property shall be
set aside as a separate trust for the payment of any
Supplemental Pension Income or Supplemental Retirement Plan
Income under the Plan, except that the Company may, in its sole
discretion, establish a trust for the purpose of paying benefits
under the Plan, the assets of which shall remain subject to the
claims of the general creditors of the Company in the event of
the Company's bankruptcy or insolvency, in accordance with the
provisions of any such trust. Any amounts payable under the
Plan shall be paid by the Company directly only out of the
general assets of the Company, or shall be paid from such a
trust.
SECTION 8.2. No Retired Senior Executive or other
Employee shall acquire, or otherwise be vested with, any rights
under Article VI of the Plan prior to his Retirement Date.
SECTION 8.3. Participation in the Plan shall not confer
upon any Employee the right to remain in the employ of the
Company or its Affiliates, and the right and power of the
Company or its Affiliates to dismiss or discharge any Employee
is specifically reserved.
ARTICLE IX
Administration
SECTION 9.1. The Plan shall be administered by a
Committee of not less than three members to be appointed by the
Board of Directors from among its own members, none of whom
shall be Employees. The membership of the Committee may be
reduced, changed or increased from time to time in the absolute
discretion of the Board of Directors. The Committee shall
select a Chairman from among its members and designate any
person as Secretary, who need not be a member of the Committee
and who may be an Employee. The Secretary shall keep all
records of meetings of the Committee and of any actions taken by
the Committee. A majority of the Committee shall constitute a
quorum and the decision of a majority of the members of the
Committee present at any meeting at which a quorum is present,
expressed from time to time by a vote at a meeting (including a
meeting held by telephone conference call or in which one or
more members of the Committee participate by telephone), or the
decision of a majority of the members expressed in writing
without a meeting, shall govern and control the exercise of the
authority of the Committee.
SECTION 9.2. The Committee shall have full discretionary
power to construe and interpret the Plan, to determine any and
all questions arising under the Plan, including the right to
remedy possible ambiguities, inconsistencies and omissions, and
to establish and amend rules and regulations for its
administration. All such determinations, constructions,
interpretations, rules and regulations made pursuant to this
Section 9.2 shall be conclusive and binding upon all Employees
and on all persons claiming under or through any Employee.
SECTION 9.3. The Committee shall determine, within its
discretion, the actuarial methods and assumptions to be used in
determining any amount payable under the Plan. The Committee
may rely on the advice of such independent actuaries or other
persons as it may deem proper in making such determination.
SECTION 9.4. No member of the Board of Directors or of
the Committee shall be liable for any act or action, whether of
commission or omission, taken by any other member, or by any
officer, agent or employee or by any investment advisor or
financial institution appointed by any such person; nor, except
in circumstances involving his bad faith, for anything done or
omitted to be done by himself.
SECTION 9.5. The Committee may require, as a condition to
the payment of any amounts under this Plan, that a Retired
Senior Executive or Surviving Spouse disclose such information
as the Committee shall deem necessary to determine the Basic
Pension Income of such Retired Senior Executive. All such
information shall be held in confidence by the Committee. In
the event that the Committee shall determine that all such
necessary information shall not have been provided, it shall
redetermine the Basic Pension Income and the amount of the
Supplemental Pension Income to be paid thereafter, and it may,
on a finding of an intentional omission or misrepresentation by
a Retired Senior Executive or Surviving Spouse, reduce
subsequent payments by the amount of any such prior payments in
excess of amounts actually due or terminate payments under the
Plan to such Retired Senior Executive or Surviving Spouse.
ARTICLE X
Manner of Payment of Supplemental Pension Income
SECTION 10.1. An amount equal to one-twelfth of the
Supplemental Pension Income shall be paid to a Retired Senior
Executive on his Retirement Date and on the first day of each
calendar month thereafter, but not after the first day of the
calendar month in which the Retired Senior Executive shall die.
SECTION 10.2. An amount equal to one-twelfth of the
Spouse's Supplemental Pension Income provided in accordance with
Section 6.2 hereof shall be paid to a Surviving Spouse on
the first day of the calendar month next following the month in
which the Retired Senior Executive shall die, and on the first
day of each calendar month thereafter, but not after the first
day of the month in which the Surviving Spouse shall die.
ARTICLE XI
Miscellaneous
SECTION 11.1. Neither the establishment of this Plan, nor
any modification thereof, nor the payment of any benefits, shall
be construed as giving to any Employee, Participant, Retired
Senior Executive, Surviving Spouse or other person any legal or
equitable right against the Company, or any officer or employee
thereof, except as herein provided. Under no circumstances
shall the terms of employment of any Employee, Participant,
Retired Senior Executive or any other person be modified or in
any way affected thereby.
SECTION 11.2. No benefit payable under the Plan shall,
except as otherwise specifically provided by law, be subject in
any manner to anticipation, alienation, attachment, sale,
transfer, assignment, pledge, encumbrance or charge, and any
attempt to anticipate, alienate, attach, sell, transfer, assign,
pledge, encumber or charge any such benefit shall be void, and
any such benefit shall not in any manner be liable for or
subject to the debts, contracts, liabilities, engagements or
torts of any person who shall be entitled to such benefit, nor
shall it be subject to attachment or legal process for or
against such person.
SECTION 11.3. If any person entitled to a benefit
hereunder shall be adjudicated a bankrupt or shall attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge such benefit, or if any attempt is made to subject any
such benefit to the debts, contracts, liabilities, engagements
or torts of any person entitled to such benefit, then such
benefit shall, in the discretion of the Committee, cease and
terminate, and in that event the Committee may cause such
benefit, or any part thereof, to be held or applied for the
benefit of such person, his spouse, children or other
dependents, or any of them, or other beneficiary, in such manner
and in such proportion as the Committee shall determine.
SECTION 11.4. If, for any reason, the Committee shall
determine that it is not desirable because of the incapacity of
the person who shall be entitled to receive any payments
hereunder, to make such payments directly to such person, the
Committee may apply such payment for the benefit of such person
in any way that the Committee shall deem advisable or may make
any such payment to any third person who, in the judgment of the
Committee, will apply such payment for the benefit of the person
entitled thereto. In the event of such payment the Company and
the Committee shall be discharged from all further liability for
such payment.
SECTION 11.5. Each Retired Senior Executive shall, after
his Retirement Date, make himself available for such
consultative and advisory services as the Company may reasonably
request, taking fairly into consideration the age, health,
residence, and individual circumstances of the Retired Senior
Executive and the total amount of his Supplemental Pension
Income. If such Retired Senior Executive shall unreasonably
refuse to render such services, the Company's obligation to make
further payments under the Plan shall forthwith terminate.
SECTION 11.6. This Plan shall be governed by the law of
the State of New Jersey (regardless of the law that might
otherwise govern under applicable New Jersey principles of
conflicts of laws).
SECTION 11.7. Wherever any words are used herein in the
masculine gender they shall be construed as though they were
also used in the feminine gender in all cases where they would
so apply, and wherever any words are used herein in the singular
form they shall be construed as though they were also used in
the plural form in all cases where they would so apply.
SECTION 11.8. No loan shall be made by the Company to any
person of any amount of his benefit hereunder or of any amount
the security for which is his benefit hereunder.
SECTION 11.9. Any benefit hereunder which is unclaimed,
including outstanding checks, may, as determined by the
Committee, be forfeited.
ARTICLE XII
Amendment and Effective Date
SECTION 12.1. The Board of Directors shall have the right
at any time or from time to time to modify, amend or terminate
the Plan in whole or in part; provided, however, that no such
modification, amendment or termination shall reduce the amount
of any benefits payable under the Plan on the date thereof; and
further provided, that following a Change in Control of the
Company (as defined in Section 13.2 hereof), no modification or
amendment shall be made, directly or indirectly, to the
provisions of Article XIII hereof without the consent of 90% of
the individuals described therein.
SECTION 12.2. Notwithstanding anything in Section 12.1 to
the contrary, the Committee may adopt any amendment to the Plan
which (a)(i) does not increase Plan liabilities by an amount in
excess of five million dollars ($5,000,000) and does not
increase Plan expense by an amount in excess of five hundred
thousand dollars ($500,000) or (ii) is required by an applicable
law, regulation or ruling, (b) can be undertaken by the Board of
Directors under the terms of the Plan, (c) does not involve a
termination or suspension of the Plan, and (d) does not affect
the limitations contained in this sentence and does not affect
the composition or compensation of the Committee.
SECTION 12.3. This document restates the Plan in its
entirety, as adopted by the Board of Directors, effective
January 1, 1975, and as amended by all amendments to the Plan
since that date. In the case of Employees who retire after
January 1, 1980, the determination of Salary and Compensation
for all years shall be in accordance with the terms of the Plan
as then in effect.
SECTION 12.4 Subject to the restriction of Section 12.2
or action by the Board of Directors or the Committee to the
contrary, this Plan shall be deemed amended or modified at the
time of amendment or modification of the Retirement Plan to the
extent necessary to (i) provide consistency in the provisions of
this Plan and the Retirement Plan with respect to definitions
and their related operational provisions, and (ii) maintain the
relationship between the benefits provided by this Plan and the
Retirement Plan. Amendments or modifications to the Plan made
pursuant to this section shall be effective as of the effective
date of the related amendment or modification to the Retirement
Plan unless the Board of Directors or Committee declare
otherwise.
SECTION 12.5 All actions, including Plan amendments,
which are undertaken by the Board of Directors or the Committee
shall be authorized by a duly adopted resolution approved by the
respective body.
ARTICLE XIII
Effect of Certain Events
SECTION 13.1. Notwithstanding anything to the contrary
contained in this Plan, the provisions set forth in this Section
shall apply following a Change in Control of the Company (as
defined in Section 13.2 hereof):
(a) an Employee shall be eligible to receive a
Supplemental Pension Income in an amount determined in
accordance with Article VI hereof if he was at salary
grade 17 or higher prior to such Change in Control of
the Company and an "Activation Event" (as defined in
the Executive Severance Plan) shall have occurred with
respect to such Employee;
(b) the provisions of Sections 9.5 and 11.5 shall no
longer apply; and
(c) as soon as practicable after an Employee has
satisfied the requirements set forth in (a) above
(whether or not such Employee has terminated his
Service), or with respect to a Retired Senior
Executive, as soon as practicable upon such Change in
Control of the Company, the Company shall furnish to
such Employee or Retired Senior Executive (or, if
applicable, his Surviving Spouse) a letter which
acknowledges the right of such Employee or Retired
Senior Executive (or Surviving Spouse) to receive, and
the obligation of the Company to provide, benefits in
accordance with the provisions of this Plan. The
Company shall furnish a similar letter to each
Participant (or his spouse, contingent annuitant or
other person) who is receiving or is entitled to
receive Supplemental Retirement Plan Income pursuant
to Article VII hereof. The aforementioned letters
shall constitute an enforceable contract with the
Company.
SECTION 13.2. For purposes hereof, a "Change in Control of
the Company" shall be deemed to have occurred if (i) any person
(as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Act")) is or
becomes the beneficial owner (as defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the
Company's then outstanding securities, (ii) the stockholders of
the Company approve a merger, consolidation, sale or disposition
of all or substantially all of the Company's assets or plan of
liquidation, or (iii) the composition of the Board of Directors
of Warner-Lambert Company (for purposes of this paragraph, the
"Board") at any time during any consecutive twenty-four (24)
month period changes such that the Continuity Directors (as
hereinafter defined) cease for any reason to constitute at least
fifty-one percent (51%) of the Board. For purposes of the
foregoing clause (iii), "Continuity Directors" means those
members of the Board who either (a) were directors at the
beginning of such consecutive twenty-four (24) month period, or
(b)(1) filled a vacancy during such twenty-four (24) month
period created by reason of (x) death, (y) a medically
determinable physical or mental impairment which renders the
director substantially unable to function as a director or (z)
retirement at the last mandatory retirement age in effect for at
least two (2) years, and (2) were elected, nominated or voted
for by at least fifty-one percent (51%) of the current directors
who were also directors at the commencement of such twenty-four
(24) month period.
SECTION 13.3 To the extent that implementation of the
Warner-Lambert Enhanced Severance Plan and the Warner-Lambert
Executive Severance Plan requires the accrual of amounts
hereunder, this Plan is hereby amended to include such amounts
as Supplemental Retirement Plan Income under Article VII hereof.
ARTICLE XIV
Lump Sum Payment
SECTION 14.1. Notwithstanding any other provisions hereof,
in the event that (x) an Employee receives a lump sum payment
from the Retirement Plan in lieu of all other benefits under
such plan or (y) the benefit under this Plan which is payable to
the Employee is less than $50 per month at normal retirement age
or at any earlier date in which benefits are payable hereunder
(regardless of the amount payable to such employee from the
Retirement Plan), then the Employee shall receive a lump sum
payment of the benefit which is payable from this Plan with the
amount thereof determined in accordance with Section 7 of
Appendix B of the Retirement Plan.
WARNER-LAMBERT COMPANY