WARNER-LAMBERT COMPANY
DIRECTORS' RETIREMENT PLAN
As Amended To June 1, 1995
WARNER-LAMBERT COMPANY
DIRECTORS' RETIREMENT PLAN
(Effective as of January 1, 1986)
ARTICLE I
Purpose of Plan
Section 1.1. This Plan is established to attract and
retain Directors on the Board of Directors of the Company by
providing such Directors with retirement income upon the terms
and conditions set forth in this Plan.
ARTICLE II
Definitions
Section 2.1. Whenever used herein, unless the context
otherwise indicates, the following terms shall have the
respective meaning set forth below:
Annual Retainer Fee: The annual fee paid to or accrued
by a Director for serving on the Board of Directors and
exclusive of any other payments made by the Company or any of
its subsidiaries or affiliates to the Director such as fees or
other compensation paid to or accrued by a Director for
attending meetings or serving on a committee of the Board of
Directors or for serving as a consultant to the Company.
Board Membership: The period of time during which the
Director serves on the Board of Directors, regardless of
whether occurring before or after January 1, 1986. Board
Membership shall be cumulative for periods of service on the
Board of Directors which are not consecutive.
Board of Directors: The Board of Directors of the
Company.
Company: Warner-Lambert Company or any successor to it
in ownership of substantially all of its assets, whether by
merger, consolidation or otherwise.
Company Pension: Any retirement or similar benefit
provided under a plan, program or arrangement to which the
Company or any of its subsidiaries or affiliates contributes
or has contributed, whether directly or indirectly, other than
the Plan or the Deferred Compensation Plan for Directors of
Warner-Lambert Company.
Director: Any member of the Board of Directors who is
not an officer or employee of the Company or any of its
subsidiaries or affiliates.
Participant: Any Director who meets the requirements for
participating in the Plan, as set forth in Article III hereof.
Plan: The Warner-Lambert Company Directors' Retirement
Plan, as set forth herein and as amended from time to time.
Year of Board Membership: 365 days of Board Membership;
provided, however, that in no event shall Board Membership
from the date of one annual meeting of stockholders of the
Company to the date of the next consecutive annual meeting of
such stockholders be treated as less than one Year of Board
Membership.
ARTICLE III
Participation
Section 3.1. Each Director who is serving on the Board
of Directors on January 1, 1986 shall become a Participant on
January 1, 1986.
Section 3.2. Each member of the Board of Directors who
does not become a Participant under Section 3.1 shall become a
Participant on the date he becomes a Director.
ARTICLE IV
Retirement Benefit
Section 4.1. Except as provided in Section 4.2, each
Participant who has completed five Years of Board Membership
and whose Board Membership terminates on or after attaining
age 70 shall receive an annual retirement benefit for his
lifetime, payable in accordance with Article V and equal to
his Annual Retainer Fee in effect immediately prior to his
termination of Board Membership.
Section 4.2. The retirement benefit payable under this
Plan to any Director shall be reduced, but not below zero, by
the annual value of any Company Pension to which such Director
is entitled.
ARTICLE V
Manner of Payment
Section 5.1. A Participant who is entitled to receive an
annual retirement benefit under Article IV shall receive such
benefit in single annual payments in the calendar year in
which his Board Membership terminates and in each succeeding
calendar year in which he is living on the anniversary date of
such termination. The payment to be made in the calendar year
in which his Board Membership terminates shall be made within
sixty (60) days after such termination and any payment due
with respect to a succeeding calendar year shall be made
within sixty (60) days after the anniversary date of such
termination.
ARTICLE VI
Absence of Funding
Section 6.1. The sole obligation of the Company to any
Director under this Plan is a contractual obligation to make
payments in accordance with the terms and conditions set forth
in this Plan. The Company shall not be obligated to maintain
any cash or other property as a separate trust for the payment
of any Plan benefits to a Director. Any such benefits payable
shall be paid by the Company directly out of its general
assets or from a trust, if any, established by the Company in
its sole discretion 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.
ARTICLE VII
Administration
Section 7.1. The Plan shall be administered by the Board
of Directors. Except as provided in Section 7.3, the presence
of a quorum shall be determined in accordance with, and the
transaction of any business hereunder shall be governed by,
the By-Laws of the Company as then in effect.
Section 7.2. The Board of Directors shall have full
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 7.2 shall be conclusive and binding upon the Company
and all Directors.
Section 7.3. No Director shall participate in, or be
counted for purposes of the Plan toward the establishment of a
quorum at a meeting involving, any decision or determination
of the Board of Directors with respect to the Plan if such
decision or determination will directly affect his entitlement
to benefits under the Plan as an individual. Nothing in this
Section 7.3 shall preclude any Director from participating in,
and being counted toward the establishment of a quorum at, any
meeting involving any decision or determination of the Board
of Directors with respect to the Plan that affects all
Directors generally or a readily identifiable class of
Directors of which he is or may be a member.
Section 7.4. The Board of Directors may delegate
administrative duties to such person or persons as it may
determine.
Section 7.5. No member of the Board of Directors nor any
person to whom the Board of Directors has delegated
responsibility pursuant to Section 7.4 shall be liable for any
act or action, whether of commission or omission, taken by any
member of the Board of Directors or any person having received
responsibility pursuant to Section 7.4, 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.
ARTICLE VIII
Death Benefits
Section 8.1. Except as provided in Section 8.3, no death
benefits shall be payable under the Plan.
Section 8.2. No benefit shall be payable in respect of
any Director whose Board Membership terminates by reason of
death.
Section 8.3. In the event that a Director entitled to
receive a benefit payment with respect to a calendar year dies
before receiving such payment, the payment shall be made
within sixty (60) days after such death to the Director's
spouse or, if the Director does not have a spouse, to the
Director's estate.
ARTICLE IX
Miscellaneous
Section 9.1. Neither the establishment of this Plan, nor
any modification thereof, nor the payment of any benefits,
shall be construed as giving to any Director or other person
any legal or equitable right against the Company, or any
officer or employee thereof, except as herein provided. All
rights created under the Plan shall be unsecured contractual
rights of the Directors against the Company. Under no
circumstances shall participation in the Plan be construed to
confer upon any Director the right to remain a member of the
Board of Directors.
Section 9.2. 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 9.3. 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 Board of
Directors, cease and terminate, and in that event the Board of
Directors 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, in such manner
and in such proportion as the Board of Directors shall
determine.
Section 9.4. If, for any reason, the Board of Directors
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 Board of Directors may apply such payment for the
benefit of such person in any way that the Board of Directors
shall deem advisable or may make any such payment to any third
person who, in the judgment of the Board of Directors, will
apply such payment for the benefit of the person entitled
thereto. In the event of such payment the Company and the
Board of Directors shall be discharged from all further
liability for such payment.
Section 9.5. 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
conflict of laws).
Section 9.6. 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 9.7. 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 9.8. Any benefit hereunder which is unclaimed,
including outstanding checks, may, as determined by the Board
of Directors, be forfeited.
ARTICLE X
Amendment and Termination
Section 10.1. 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 day thereof; and further provided, that following a Change
in Control of the Company (as defined in Section 11.2 hereof),
no modification or amendment shall be made without the consent
of 90% of the Participants in the Plan, determined as of the
date such Change in Control occurs. In no event, however,
shall the Plan be terminated solely for the purpose of
accelerating the payment of benefits hereunder.
ARTICLE XI
Effect of Certain Events
Section 11.1. 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 11.2 hereof):
(a) a Participant who completes or has completed five
Years of Board Membership shall be eligible to receive a
retirement benefit under the Plan, payable in accordance
with Article V, but commencing at the later to occur of
his termination of Board Membership or his attainment of
age 70, and
(b) as soon as practicable after a Participant has
satisfied the requirements set forth in (a) above
(whether or not such Participant has terminated his Board
Membership), or upon such Change in Control with respect
to a Participant who has completed five Years of Board
Membership at the time of such Change in Control, the
Company shall furnish to such Participant a letter which
acknowledges the right of such Participant 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 who is
receiving a retirement benefit pursuant to Article IV
hereof. The aforementioned letters shall constitute
enforceable contracts with the Company.
Section 11.2. For purposes hereof, a "Change in Control
of the Company" shall be deemed to have occurred (i) if 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 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.
ARTICLE XII
Cessation of Pension Accruals
Section 12.1. No Director who joins the Board after May
31, 1995, shall become a Participant in the Plan.
Section 12.2. Effective January 1, 1996, with respect to
Directors who have at least five years of Board membership:
(a) the present value of each Director's earned pension
benefit shall be transferred to the Director's account in the
deferred fee program under the 1992 Stock Plan, in accordance
with the election of the Director; and
(b) participation in this Plan shall cease.
Section 12.3. Effective upon the completion of five
years of Board membership with respect to Directors who are
not described in Section 12.2:
(a) the present value of each Director's earned pension
benefit (as of January 1, 1996) shall be transferred to the
Director's account in the deferred fee program under the 1992
Stock Plan, in accordance with the election of the Director;
and
(b) participation in this Plan shall cease.
WARNER-LAMBERT COMPANY