WARNER-LAMBERT EXCESS SAVINGS PLAN
Effective November 1, 1987
As Amended to October 1, 1994
TABLE OF CONTENTS
ARTICLE SECTION PAGE
1 Purpose of Plan
1.1 Establishment of Plan 1-1
2 Definitions
2.1 Accounts 2-1
2.2 Affiliated Company 2-1
2.3 After-Tax Contributions 2-1
2.4 Annual Reported Earnings Per Share 2-1
2.5 Beneficiary 2-1
2.6 Board of Directors 2-1
2.7 Company 2-2
2.8 Company Matching Contributions 2-1
2.9 Company Matching Contributions
Account 2-2
2.10 Compensation 2-2
2.11 Compensation Reduction Agreement 2-2
2.12 Effective Date 2-2
2.13 Election Change Date 2-2
2.14 Employee 2-2
2.15 Hardship 2-2
2.16 Investment Committee 2-3
2.17 Participant 2-3
2.18 Participating Company or Companies 2-3
2.19 Plan 2-3
2.20 Plan Year 2-3
2.21 Pre-Tax Contributions 2-3
2.22 Pre-Tax Contributions Account 2-4
2.23 Qualified Domestic Relations Order 2-4
2.24 Regular Contributions 2-4
2.25 Retirement Committee 2-4
2.26 Savings and Stock Plan 2-4
2.27 Savings Contributions 2-4
2.28 Savings Contributions Account 2-4
2.29 Total Disability 2-5
2.30 Valuation Date 2-5
3 Requirements for Participation
3.1 Eligibility 3-1
3.2 Requirements 3-1
3.3 Establishing an Account 3-1
3.4 Collective Bargaining Units 3-2
TABLE OF CONTENTS, CONTINUED
ARTICLE SECTION PAGE
4 Participant Contributions
4.1 Elections 4-1
4.2 Savings Contributions 4-1
4.3 Savings and Stock Plan
Discontinuations 4-2
4.4 Valuations 4-3
5 Company Contributions
5.1 Company Matching Contributions 5-1
5.2 Valuations 5-3
6 Vesting
6.1 Savings Contributions Accounts 6-1
6.2 Company Matching Contributions 6-1
7 Absence of Funding 7-1
8 Distributions After Termination of
Employment
8.1 Termination of Employment 8-1
8.2 Death 8-1
8.3 Disability 8-1
8.4 Valuation of Accounts Upon
Distribution 8-1
9 Withdrawals While Employed
9.1 Hardship Withdrawals 9-1
9.2 Suspensions 9-1
9.3 Third Withdrawals 9-1
9.4 Section 16(b) Transactions 9-2
10 Administration of the Plan 10-1
11 Amendment of the Plan
11.1 Amendments 11-1
11.2 Collective Bargaining Units 11-2
11.3 Investment Committee Actions 11-2
11.4 Deemed Amendments 11-2
12 Termination or Suspension of the Plan
12.1 Termination 12-1
12.2 Suspension 12-1
TABLE OF CONTENTS, CONTINUED
ARTICLE SECTION PAGE
13 General Provisions
13.1 Plan Not a Contract 13-1
13.2 Nonalienation, etc. 13-1
13.3 Qualified Domestic Relations Orders 13-2
13.4 Incapacity 13-2
13.5 Applicable Law 13-3
13.6 Quarterly Statements 13-3
13.7 Distributions 13-3
13.8 Waivers 13-3
13.9 Similar Treatment 13-4
13.10 Claims 13-4
13.11 Indemnifications 13-4
ARTICLE 1
Purpose of Plan
1.1 Establishment of Plan. The Warner-Lambert Excess
Savings Plan is established and maintained by the Company
primarily for the purpose of providing deferred compensation
for a select group of management or highly-compensated
employees. The Plan is exempt from the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"),
relating to participation, vesting, funding and fiduciary
responsibilities. The Company intends that the portion of
this Plan that provides benefits in excess of the limitations
on contributions imposed by section 415 of the Code shall be
treated as a separate plan which is an excess benefit plan as
defined in ERISA Section 3(36).
ARTICLE 2
Definitions
Whenever used herein, unless the context otherwise
indicates, the masculine pronoun shall include the feminine
pronoun and the feminine pronoun shall include the masculine
and the singular shall include the plural and the plural shall
include the singular.
2.1 "Accounts." The aggregate of a Participant's
Savings Contributions Account and Company Matching
Contributions Account.
2.2 "Affiliated Company." An entity as defined in
Article 2 of the Savings and Stock Plan.
2.3 "After-Tax Contributions." The contributions of an
Employee made pursuant to Article 4 of the Savings and Stock
Plan and without regard to a Compensation Reduction Agreement.
2.4 "Annual Reported Earnings Per Share." The annual
earnings per share as reported to the Investment Committee by
the Company's independent auditor for purposes of the
Company's annual report. Notwithstanding the foregoing, any
extraordinary, unusual or nonrecurring gains or losses shall
be disregarded by the Investment Committee.
2.5 "Beneficiary." The person or persons determined in
accordance with Article 16 of the Savings and Stock Plan,
entitled to a distribution upon the death of a Participant.
2.6 "Board of Directors." The Board of Directors of the
Company, or the Executive Committee thereof.
2.7 "Company." Warner-Lambert Company or any successor
to it in ownership of substantially all of its assets, whether
by merger, consolidation or otherwise.
2.8 "Company Matching Contributions." The contributions
of a Participating Company on behalf of a Participant, as
provided in Section 5.1.
2.9 "Company Matching Contributions Account." An
individual account established under the Plan to which Company
Matching Contributions are credited.
2.10 "Compensation." The amount defined in Article 2 of
the Savings and Stock Plan, except that Compensation shall not
be limited as provided in Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the "Code").
2.11 "Compensation Reduction Agreement." The agreement
to make contributions to this Plan between an Employee and the
Participating Company by which he is employed.
2.12 "Effective Date." November 1, 1987.
2.13 "Election Change Date." The dates set forth in
Article 2 of the Savings and Stock Plan.
2.14 "Employee." All persons as defined in Article 2 of
the Savings and Stock Plan.
2.15 "Hardship." A severe financial hardship to the
Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent (as defined in
Section 152 of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant. A
Hardship does not exist to the extent that a financial
condition is or may be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent that liquidation of
such assets would not itself cause severe financial hardship,
or (iii) by cessation of deferrals under the Plan. The need
to send a Participant's child to college or the desire to
purchase a home do not constitute Hardships.
2.16 "Investment Committee." The Investment Committee as
appointed by the Retirement Committee pursuant to Article 10
of this Plan.
2.17 "Participant." A person who shall have met the
requirements for participation in the Plan as provided in
Article 3 and whose participation shall not have terminated as
provided in such Article.
2.18 "Participating Company or Companies." Those
companies whose employees are authorized by the Board of
Directors to participate in the Savings and Stock Plan, as
provided for in Article 2 of such plan.
2.19 "Plan." The Warner-Lambert Excess Savings Plan, as
in effect from time to time.
2.20 "Plan Year." The calendar year. However, the first
Plan Year shall begin November 1, 1987 and end December 31,
1987.
2.21 "Pre-Tax Contributions." The contributions
authorized by a Participant pursuant to Article 4 of the
Savings and Stock Plan and made by a Participating Company.
2.22 "Pre-Tax Contributions Account." The account
described in Article 2 of the Savings and Stock Plan.
2.23 "Qualified Domestic Relations Order." Any judgment,
decree or order (including approval of a property settlement)
determined to meet the requirements of section 414(p) of the
Code, in accordance with reasonable procedures established by
the Investment Committee.
2.24 "Regular Contributions." With respect to each
Participant, the After-Tax Contributions and the Pre-Tax
Contributions made pursuant to Article 4 of the Savings and
Stock Plan.
2.25 "Retirement Committee." The Retirement and Savings
Plan Committee (U.S.), as appointed by the Board of Directors,
pursuant to Article 10 of the Plan.
2.26 "Savings and Stock Plan" The Warner-Lambert Savings
and Stock Plan, as it may be amended from time to time.
2.27 "Savings Contributions." The contributions,
sometimes referred to as Excess Savings Contributions,
authorized by a Participant pursuant to Article 4.
2.28 "Savings Contributions Account." An individual
account established under the Plan to which a Participant's
Savings Contributions, and the earnings thereon, are credited.
2.29 "Total Disability." A Total Disability as defined
in Article 2 of the Savings and Stock Plan.
2.30 "Valuation Date." The valuation date or dates
established under the Savings and Stock Plan.
ARTICLE 3
Requirements for Participation
3.1 Eligibility. Any person who is an Employee on the
Effective Date is eligible to participate provided he
satisfied, and continues to satisfy, the requirements of
Section 3.2. Any other Employee is eligible to participate as
of the first of the month following the date he satisfies the
requirements of Section 3.2. In the event that a Participant
fails to continue to meet the requirements of Section 3.2, the
Participant may no longer make contributions to the Plan or
receive Company Matching Contributions to the Plan until such
time that he once again meets such requirements.
3.2 Requirements. An Employee eligible to participate
under Section 3.1 of the Plan must first satisfy the following
requirements:
(a) He is a participant in and making contributions to
the Savings and Stock Plan; and
(b) His Compensation is greater than or equal to $66,000
or such other dollar amount as set forth in Code Section
414(q)(1)(C); and
(c) The amount the Employee could otherwise contribute to
the Savings and Stock Plan is limited under (i) Section
401(a)(17) of the Code, (ii) Article 4 of the Savings and
Stock Plan, or (iii) Article 6 of the Savings and Stock Plan
as to the amount of annual additions as defined in that
Article; and
(d) The Employee is contributing (either directly or
through a Compensation Reduction Agreement) the maximum amount
permitted under the limits referenced in (ii) of subsection
(c).
3.3 Establishing an Account. Any Employee who is
eligible to become a Participant shall become a Participant by
making an election as provided in Section 4.1. A person who
becomes a Participant shall remain a Participant as long as he
shall continue to have an Account.
3.4 Collective Bargaining Units. Notwithstanding any
other provisions of this Plan to the contrary, and to the
extent determined by the Investment Committee, no Employee may
become a Participant in this Plan while in a collective
bargaining unit represented by a certified or recognized
bargaining representative, unless such unit has entered into a
collective bargaining agreement which provides that such
members of such unit shall participate in the Plan, and such
participation is approved by the Investment Committee.
ARTICLE 4
Participant Contributions
4.1 Elections. Savings Contributions shall be
voluntarily authorized by a Participant by means of a
Compensation Reduction Agreement executed by the Participant
in the manner required by the Investment Committee.
Contribution amounts may be changed as of any Election Change
Date designated by the Investment Committee for this purpose.
4.2 Savings Contributions.
(a) Excess Savings Contributions. A Participant may
elect by way of a Compensation Reduction Agreement to reduce
his Compensation by an amount, expressed as a whole
percentage, which does not exceed 15% when aggregated with the
percentage of his Compensation being contributed by him to the
Savings and Stock Plan.
(b) Incremental Savings Contributions. In addition, a
Participant whose compensation under the Savings and Stock
Plan is subject to the limitations of Section 401(a)(17) of
the Code may elect to reduce his Compensation in an amount
equal to the difference between his Compensation and the
applicable section 401(a)(17) limit multiplied by the total
percentage elected for his Savings and Stock Plan
contributions.
(c) Savings Contributions shall be credited to the
Participant's Savings Contributions Account.
4.3 Savings and Stock Plan Discontinuations. If a
Participant elects to discontinue all or any portion of his
contributions to the Savings and Stock Plan, he must also
discontinue his Savings Contributions until such time that he
resumes making the maximum contribution he is permitted to
make under the Savings and Stock Plan after considering the
limitations specified in Articles 4 and 6 of such plan. After
such time he may resume making Savings Contributions as of any
Election Change Date.
4.4 Valuations. On the basis of the valuations made on
each Valuation Date, Savings Contributions authorized by a
Participant shall be credited with interest, at a rate equal
to the return on the Fixed Income Fund in the Savings and
Stock Plan.
ARTICLE 5
Company Contributions
5.1 Company Matching Contributions.
(a) Excess and Additional Savings Match. Company
Matching Contributions shall be made in respect of a
Participant's Excess Savings Contributions and Incremental
Savings Contributions up to, but not exceeding, an amount
equal to the difference between 6% of the Participant's
Compensation and the Participant's Regular Contributions made
during the same period to the Savings and Stock Plan.
Effective January 1, 1994, the amount of the Company Matching
Contributions on Excess Savings Contributions and Incremental
Savings Contributions shall be equal to 35%.
(b) Additional Company Matching Contributions.
Additional Company Matching Contributions will be made in
accordance with the following table:
ADDITIONAL MATCH ANNUAL REPORTED EARNINGS PER SHARE GROWTH
25% 12% or greater, but less than 16%
45% 16% or greater, but less than 20%
65% 20% or greater
Company Matching Contributions made pursuant to the preceding
table will be made as soon as practicable after the Investment
Committee receives a determination of the Annual Reported
Earnings Per Share. Additional Company Matching Contributions
shall be made in respect of the Participant's Excess Savings
Contributions and Incremental Savings Contributions up to, but
not exceeding, an amount equal to the difference between 6% of
the Participant's Compensation and the Participant's Regular
Contributions made during the same period to the Savings and
Stock Plan. Such additional Company Matching Contributions
will be allocated in a lump sum based upon the amount of
qualifying contributions made during the prior calendar year
provided that such participant was (a) a vested Employee that
calendar year and (b) was eligible to make Savings
Contributions to the Plan as of the last day of the calendar
year notwithstanding any suspension provisions of the Plan to
the contrary.
(c) 10% Match. Each Participant whose pre-tax
contributions to the Savings and Stock Plan are limited to
less than 6% and whose Regular Contributions are greater than
his pre-tax contributions shall also be credited Company
Matching Contributions in the amount of the difference between
the match actually credited in the Savings and Stock Plan and
the amount that would have been credited had the Participant's
Regular Contributions been made solely on a pre-tax basis.
5.2 Valuations. Amounts credited prior to May 1, 1991 to
a Participant's Company Matching Contributions Account will be
deemed held in shares of Company common stock and will be
adjusted on the basis of the valuations made on each Valuation
Date to reflect any increases or decreases in the market value
of Company common stock, and the value of any dividends which
may be credited thereon. Amounts credited on or after May 1,
1991 to a Participant's Company Matching Contributions Account
will be adjusted on the basis of the return provided by the
Fixed Income Fund of the Savings and Stock Plan.
ARTICLE 6
Vesting
6.1 Savings Contribution Accounts. A Participant's
interest in his Savings Contributions Account shall be fully
vested.
6.2 Company Matching Contributions. A Participant's
interest in his Company Matching Contributions Account shall
be vested when the Participant is fully vested in his Company
Matching Contributions Account under Article 7 of the Savings
and Stock Plan.
ARTICLE 7
Absence of Funding
The sole obligation of the Company (or any Participating
Company) hereunder to a Participant, Beneficiary or any other
person claiming through such individual is a contractual
obligation to make payments in accordance with the terms of
the Plan. No amount of cash or other property shall be set
aside as a separate trust for the payment of any benefits
under the Plan. Any benefits payable under the Plan shall be
paid directly by the Company only out of the general assets of
the Company.
ARTICLE 8
Distributions After Termination of Employment
8.1 Termination of Employment. If a Participant's
employment shall terminate, the value of his Accounts in which
he is vested in accordance with Article 6 shall be distributed
to him in a lump sum, by check, as soon as practicable after
such termination.
8.2 Death. If a Participant's employment shall terminate
by reason of his death, the value of his Accounts in which he
is vested in accordance with Article 6 shall be distributed in
a lump sum, by check, as soon as practicable after such death,
to the Beneficiary who is entitled or becomes entitled to
receive benefits from the Savings and Stock Plan upon the
death of the Participant.
8.3 Disability. If a Participant becomes entitled to a
distribution under the Savings and Stock Plan due to Total
Disability, such Participant shall be eligible to receive the
value of his Accounts in a lump sum by check as soon as
reasonably practicable following his proper request for a
distribution from the Investment Committee.
8.4 Valuation of Account upon Distribution. For purposes
of determining the amount to be distributed under this
Article, the portion of a Participant's Company Matching
Contributions Account which is deemed held in shares of
Company common stock as provided under Section 5.2 will be
determined by multiplying (i) the number of Company shares
deemed held in the Participant's Company Matching
Contributions Account by (ii) the average price for Company
shares traded in the Savings and Stock Plan on the appropriate
Valuation Date. In the event that no such trades take place
in the Savings and Stock Plan on such date, the amount in
clause (ii) above shall be the closing price listed on the New
York Stock Exchange for Company shares on the appropriate
Valuation Date.
ARTICLE 9
Withdrawals While Employed
9.1 Hardship Withdrawals. If the Investment Committee
determines that a Participant has incurred a Hardship, he can
withdraw all or part of his Savings Contributions Account
(including interest) and, to the extent vested and provided
that all of his Savings Contributions Account has first been
withdrawn, his Company Matching Contributions Account,
provided, however, that he has first withdrawn the maximum
amount available from the Savings and Stock Plan, including
the amount, if any, in his Pre-Tax Contributions Account. The
amount available for any withdrawal shall not exceed that
amount determined by the Investment Committee as necessary to
alleviate such Hardship.
9.2 Suspensions. A Participant who makes a withdrawal
under this Article shall immediately cease making
contributions to this Plan and shall not again be eligible to
make or authorize contributions under this Plan until the
first day of any month which is at least six months after the
pay day on which contributions were discontinued and after the
receipt by the Investment Committee of a notice of election to
resume such contributions. No Participant may elect to make
more than two withdrawals during any calendar year, except as
may be provided in Section 9.3.
9.3 Third Withdrawals. Notwithstanding the provisions of
Section 9.2, the Investment Committee may, in its absolute
discretion and in accordance with such criteria as it may
establish, permit a Participant to make a third withdrawal
from the Plan during a calendar year if the Investment
Committee is satisfied that such withdrawal is necessitated by
extreme or unusual circumstances. The Investment Committee
may impose such conditions on such third withdrawal as it
deems appropriate, including, without limitation, requiring
that the Participant withdraw the entire amount of his Account
which is available for withdrawal or suspending the
Participant from contributing to the Plan for a period not to
exceed 12 months.
9.4 Section 16(b) Transactions. Notwithstanding the
foregoing provisions of this Article 9, Participants who are
subject to Section 16 of the Securities Exchange Act of 1934
(the "Act") may not make withdrawals from their Company
Matching Contributions Accounts unless counsel to the Company
has opined that such withdrawals will not cause transactions
in respect of the Plan to be nonexempt transactions under
Section 16(b) of the Act.
ARTICLE 10
Administration of the Plan
This Plan shall be administered in the same way that the
Savings and Stock Plan is administered, as set forth in
Article 13 of the Savings and Stock Plan (to the extent such
Article applies), except that administrative expenses of the
Plan shall be paid by each Participating Company.
ARTICLE 11
Amendment of the Plan
11.1 Amendments. The Board of Directors shall have the
right at any time or from time to time to modify or amend the
Plan in whole or in part. No such modification or amendment
shall retroactively reduce the rights of any Participant or
Beneficiary unless required by law.
Notwithstanding any other provisions of this Plan, all
amounts credited to a Participant's Savings Contributions
Account and Company Matching Contributions Account (regardless
of whether vested pursuant to Article 6) shall be payable
promptly in a lump sum following a "Change in Control of the
Company." 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.
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 under Article 4
or Article 5 hereof, as appropriate.
11.2 Collective Bargaining Units. No modification or
amendment of the Plan shall be applicable to Participants in a
collective bargaining unit represented by a certified or
recognized bargaining representative, unless or until, if at
all, an applicable collective bargaining agreement which has
been approved by the Retirement Committee specifically
provides otherwise.
11.3 Retirement Committee Actions. The Retirement
Committee may undertake any action with respect to the Plan
(including the adoption of amendments) 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, (d) does not affect the
limitations contained in this sentence and (e) does not affect
the composition or compensation of the Retirement Committee.
11.4 Investment Committee Actions. The Investment
Committee may undertake any action with respect to the Plan
(including the adoption of amendments) which (a)(i) does not
increase Plan liabilities by an amount in excess of two
million five hundred thousand dollars ($2,,500,000) and does
not increase Plan expense by an amount in excess of two
hundred fifty thousand dollars ($250,000) 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, (d) does not affect the limitations contained in this
sentence, (e) does not affect the composition or compensation
of the Retirement Committee, (f) does not have a
disproportionate or preferential impact on officers'
compensation and (g) does not significantly impact Plan
design. In exercising its rights under this section, the
Investment Committee shall be deemed to exercise a management
perogative as a delegatee of the Board of Directors, and shall
not be deemed a fiduciary.
14.5 Adoption by Resolution. All actions, including
Plan amendemtns, which are undertaken by the Board of
Directors, Retirement Committee or Investment Committee shall
be authorized by a duly adopted resolution approved by the
respective body.
11.6 Deemed Amendments. Subject to the restrictions of
Section 11.3 and 11.4 hereof or action by the Board of
Directors, the Retirememt Committee or the Investment
Committee to the contrary, this Plan shall be deemed amended
or modified at the time of amendment or modification of the
Savings and Stock Plan to the extent necessary to (i) provide
consistency in the provisions of this Plan and the Savings and
Stock Plan with respect to definitions and their related
operational provisions, and (ii) maintain the relationship
between the benefits provided by this Plan and the Savings and
Stock 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
Savings and Stock Plan unless the Board of Directors, the
Retirement Committee or the Investment Committee declares
otherwise.
ARTICLE 12
Termination or Suspension of the Plan
12.1 Termination. The Company intends to continue the
Plan indefinitely; however, the Board of Directors may at any
time terminate the Plan by a resolution specifying the date of
termination.
12.2 Suspension. The Board of Directors may at any time
and from time to time suspend or reduce the rate of
Participating Company contributions to the Plan by a
resolution specifying the period of suspension or reduction.
ARTICLE 13
General Provisions
13.1 Plan Not a Contract. The Plan shall not be deemed
to constitute a contract between any company and any
Participant, former Participant, Beneficiary, person in its
employ or other person, or a contract for the benefit of any
person, or to be a consideration for, or an inducement or
condition of, the employment of any person, or to give any
right to be retained in the employ of any company, or to
interfere with the right of any company to discharge any
person in its employ at any time without regard to the effect
which such discharge shall have, if any, upon his rights under
the Plan.
13.2 Nonalienation, etc. Except as provided in Section
13.3, no distribution under this Plan to any Participant or
Beneficiary shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge, whether voluntary or involuntary, and any attempt to
so anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge the same shall be void, nor shall any such
distribution be in any way liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person
entitled to such distribution, nor shall any distribution be
subject to attachment or legal process for or against any such
person. If any such Participant or Beneficiary has been
adjudicated bankrupt or has purported to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge any such
distribution, voluntarily or involuntarily, or if any attempt
is made to subject any such distribution to the debts,
contracts, liabilities, engagements or torts of the person
entitled to any such distribution, then the Investment
Committee may, in its discretion, cause such distribution, or
any part thereof, to be held or applied for the benefit of or
distributed to such Participant or Beneficiary, or held or
applied for the benefit of or distributed to the spouse,
children or other dependents, or any of them, or any other
person, in such manner and in such proportion as the
Investment Committee shall determine and such determination
shall be binding and conclusive on all persons, including the
person originally entitled to such distribution and, where
applicable, his Beneficiary.
13.3 Qualified Domestic Relations Orders. The Investment
Committee shall recognize and honor any judgment, decree or
order entered on or after the Effective Date under a state
domestic relations law which the Investment Committee
determines to be a Qualified Domestic Relations Order in
accordance with such reasonable procedures to determine such
status as the Investment Committee shall establish.
13.4 Incapacity. If, for any reason, the Investment
Committee shall determine that it is not desirable, because of
the minority or other incapacity (whether or not recognized or
recognizable by law) of the person who shall be entitled to
receive any distribution under the Plan, to withhold such
distribution or to make such distribution directly to such
person, the Investment Committee may apply any such
distribution for the benefit of such person in any way that
the Investment Committee shall deem advisable or to make any
such distribution to any third person who, in the judgment of
the Investment Committee, will apply such distribution for the
benefit of the person entitled thereto. Such distribution for
the benefit of the person entitled thereto, or to a third
person for his benefit, having been made, each Participating
Company and the Investment Committee shall be discharged from
all further liability for such distribution.
13.5 Applicable Law. The provisions of the Plan shall be
construed, administered and governed under the laws of the
State of New Jersey (other than the provisions governing
conflict of laws) to the extent not preempted by the Employee
Retirement Income Security Act of 1974.
13.6 Quarterly Statements. As soon as practicable after
the end of each calendar quarter, the Investment Committee
shall furnish each Participant with a statement of his
participation in the Plan.
13.7 Distributions. All distributions under this Plan
shall be subject to any tax and other laws and statutes, and
regulations thereunder, and the decrees or rulings of any
court or any administrative or other regulatory representative
or agency, deemed by the Investment Committee to be
applicable.
13.8 Waivers. A Participant or Beneficiary may, by
notice in writing to the Investment Committee, at any time and
from time to time, waive his right to receive all or any part
of the benefits payable to him hereunder, subject to the
requirements of the Investment Committee.
13.9 Similar Treatment. All Participants in similar
circumstances shall be treated alike for all purposes of the
Plan.
13.10 Claims. If any person shall claim a right to
receive any benefit under the Plan, the Investment Committee
shall determine whether such benefit is permitted or required
by the terms of the Plan. If the Investment Committee shall
determine that no such benefit is permitted or required, it
shall provide written notice to such person setting forth the
reasons for such determination in a manner calculated to be
understood by the recipient. A person who receives such
notice may, by written request filed with the Investment
Committee within 60 days after the receipt of the notice,
request a review of such determination by the Investment
Committee. If so requested, the Investment Committee shall
review such determination and shall notify such person of its
decision in writing within 60 days after receipt of such
request for review (120 days if special circumstances require
an extension of time), setting forth therein the reasons for
its decision.
13.11 Indemnifications. Each member of the Investment
Committee and of the board of directors of any Participating
Company, and each other Employee who is charged with
administrative duties or responsibilities with respect to the
Plan, shall be indemnified by the Participating Companies
against liability imposed on him and against all expenses and
costs which may be reasonably incurred by him in connection
with or resulting from any action, suit or proceeding, or any
claim against him, if he shall have been made a party to such
action, suit or proceeding, or such claim shall have been
made, by reason of his having administrative or other duties
with respect to the Plan; but such indemnification shall not
apply to matters as to which he shall be finally adjudged
therein to have been liable on account of, or to have been
guilty of, gross negligence or willful misconduct in the
performance of his duties with respect to the Plan. In the
case of settlement of any such action, proceeding or claim
before a final adjudication, the right of indemnification
shall similarly exist.
WARNER-LAMBERT COMPANY