, 1995
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Dear :
Pfizer Inc. (the "Company") considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel. In this connection, should the Company receive a proposal
from a third party, whether solicited by the Company or unsolicited, concerning
a possible business combination with, or the acquisition of a substantial share
of the equity or voting securities of, the Company, the Board of Directors of
the Company (the "Board") has determined that it is imperative that it and the
Company be able to rely upon your continued services without concern that you
might be distracted by the personal uncertainties and risks that such a proposal
might otherwise entail.
Accordingly, the Board in the past has taken steps to reinforce and
encourage the continued attention and dedication of members of the Company's
management, yourself included, to their assigned duties without distraction in
the face of potentially disturbing circumstances that could arise out of a
proposal for a change in control of the Company. The Board has reviewed the
terms of the Company's existing severance arrangements with you and has
determined that it is appropriate to update and modify certain of such
arrangements, all upon the terms set forth herein.
In order to induce you to remain in the employ of the Company and
its subsidiaries and in consideration of your agreement set forth in Section
2(ii) hereof, the Company agrees that you shall receive the severance benefits
set forth in this letter agreement ("Agreement") in the event your employment
with the Company and its subsidiaries is terminated subsequent to a Change in
Control (as defined in Section 2 hereof) under the circumstances described
below.
1. TERM OF AGREEMENT. This Agreement shall commence on the
date hereof and shall continue in effect through September 30, 1996; provided,
however, the term of this Agreement shall automatically be extended for one
additional year commencing on October 1, 1996 and each October 1 thereafter,
unless, not later than June 30 of the preceding year, the Company shall have
given notice that it does not wish to extend this Agreement; provided, further,
that, notwithstanding any such notice by the Company not
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Page 2
to extend, if a Change in Control shall have occurred during the original or any
extended term of this Agreement, this Agreement shall continue in effect for a
period of forty-eight (48) months beyond the expiration of the term in effect
immediately before such Change in Control.
2. CHANGE IN CONTROL. (i) No benefits shall be payable
hereunder unless there shall have been a Change in Control of the Company, as
set forth below. For purposes of this Agreement, and subject to the proviso set
forth in clause (C) below, a "Change in Control" of the Company shall mean a
change in control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the
Company is then subject to such reporting requirement; provided that, without
limitation, such a Change in Control shall be deemed to have occurred if (A) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as determined for purposes of Regulation
13D-G under the Exchange Act as currently in effect), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities; or (B) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board and any new director, whose election to the Board or nomination for
election to the Board by the Company's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a
majority of the Board; or (C) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation, other than a merger
or consolidation which would result in the holders of the voting securities of
the Company outstanding immediately prior thereto holding immediately thereafter
securities representing more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; or (D) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets.
(ii) You agree that, subject to the terms and conditions of this
Agreement, in the event of a potential change in control of the Company
occurring after the date hereof, you will not voluntarily terminate your
employment with the Company and its subsidiaries for a period of six (6) months
from the
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Page 3
occurrence of such potential change in control of the Company. If more than one
potential change in control occurs during the term of this Agreement, the
provisions of the preceding sentence shall be applicable to each potential
change in control occurring prior to the occurrence of a Change in Control. For
purposes of this Agreement, a "potential change in control of the Company" shall
be deemed to have occurred if (A) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control; (B)
any person (including the Company) publicly announces an intention to take or to
consider taking actions which if consummated would constitute a Change in
Control; (C) any person becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 9.5% or more of the combined voting power
or the Company's then outstanding securities; or (D) the Board adopts a
resolution to the effect that, for purposes of this Agreement, a potential
change in control of the Company has occurred.
3. TERMINATION FOLLOWING CHANGE IN CONTROL. If any of the events
described in Section 2(i) hereof constituting a Change in Control shall have
occurred, you shall be entitled to the benefits provided in Section 4(iv) hereof
upon the subsequent termination of your employment with the Company and its
subsidiaries during the term of this Agreement unless such termination is (A) a
result of your death or Retirement, or (B) by you for other than Good Reason, or
(C) by the Company or any of its subsidiaries for Disability or for Cause.
(i) DISABILITY; RETIREMENT. For purposes of this Agreement,
"Disability" shall mean permanent and total disability as such term is defined
under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"). Any question as to the existence of your Disability upon which you and
the Company cannot agree shall be determined by a qualified independent
physician selected by you (or, if you are unable to make such selection, such
selection shall be made by any adult member of your immediate family or your
legal representative), and approved by the Company, said approval not to be
unreasonably withheld. The determination of such physician made in writing to
the Company and to you shall be final and conclusive for all purposes of this
Agreement. For purposes of this Agreement, "Retirement" shall mean your
voluntary termination of employment with the Company in accordance with the
Company's retirement policy (excluding early retirement) generally applicable to
its salaried employees or in accordance with any retirement arrangement
established with your consent with respect to you.
(ii) CAUSE. For purposes of this Agreement, "Cause" shall mean
your willful breach of duty in the course of your
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Page 4
employment, or your habitual neglect of your employment duties. For purposes of
this Section 3(ii), no act, or failure to act, on your part shall be deemed
"willful" unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Company and its subsidiaries. Notwithstanding the foregoing, you shall
not be deemed to have been terminated for Cause unless and until there shall
have been delivered to you a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the entire membership
of the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to you and an opportunity for you, together with your counsel,
to be heard before the Board), finding that in the good faith opinion of the
Board you were guilty of conduct set forth above in this Section 3(ii) and
specifying the particulars thereof in detail.
(iii) GOOD REASON. You shall be entitled to terminate your
employment for Good Reason. For the purpose of this Agreement, "Good Reason"
shall mean the occurrence, without your express written consent, of any of the
following circumstances unless, in the case of paragraphs 3(iii)(A), (E), (F),
(G), or (H), such circumstances are fully corrected prior to the Date of
Termination (as defined in Section 3(v)) specified in the Notice of Termination
(as defined in Section 3(iv)) given in respect thereof:
(A) the assignment to you of any duties inconsistent with your status
as an executive officer of Pfizer Inc., your removal from that position, or
a substantial diminution in the nature or status of your responsibilities
from those in effect immediately prior to the Change in Control;
(B) a reduction by the Company or any of its subsidiaries in your
annual base salary or bonus as in effect on the date hereof or as the same
may be increased from time to time;
(C) the relocation of the office in which you are based to a location
(i) outside of the Borough of Manhattan if the office in which you are
based prior to the Change In Control is located in the Borough of Manhattan
or (ii) outside of the Town of Groton, Connecticut or the Borough of
Manhattan if the office in which you are based prior to the Change In
Control is located in the Town of Groton, Connecticut;
, 1995
Page 5
(D) the failure by the Company to pay to you any portion of any
installment of deferred compensation under any deferred compensation
program of the Company within seven (7) days of the date such compensation
is due;
(E) the failure by the Company or any of its subsidiaries to continue
in effect any incentive compensation plan in which you participate prior to
the Change in Control, unless an equitable alternative compensation
arrangement (embodied in an ongoing substitute or alternative plan) has
been provided for you, or the failure by the Company or any of its
subsidiaries to continue your participation in any such incentive plan on
the same basis, both in terms of the amount of benefits provided and the
level of your participation relative to other participants, as existed at
the time of the Change in Control;
(F) except as required by law, the failure by the Company or any of
its subsidiaries to continue to provide you with benefits at least as
favorable as those enjoyed by you under the employee benefit and welfare
plans of the Company and its subsidiaries, including, without limitation,
the pension, life insurance, medical, dental, health and accident,
disability, deferred compensation retirement and savings plans, in which
you were participating at the time of the Change in Control, the taking of
any action by the Company or any of its subsidiaries which would directly
or indirectly materially reduce any of such benefits or deprive you of any
material fringe benefit enjoyed by you at the time of the Change in
Control, or the failure by the Company or any of its subsidiaries to
provide you with the number of paid vacation days to which you are entitled
at the time of the Change in Control;
(G) the failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 5 hereof; or
(H) any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the requirements of
Section 3(iv) below (and, if applicable, the requirements of Section 3(ii)
above); for purposes of this Agreement, no such purported termination shall
be effective.
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Page 6
Your continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstances constituting Good Reason hereunder.
(iv) NOTICE OF TERMINATION. Any purported termination of your
employment by the Company and its subsidiaries or by you shall be communicated
by written Notice of Termination to the other party hereto in accordance with
Section 6 hereof. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of your employment
under the provision so indicated.
(v) DATE OF TERMINATION, ETC. "Date of Termination" shall mean
(A) if your employment is terminated for Disability, thirty (30) days after
Notice of Termination is given (provided that you shall not have returned to the
full-time performance of your duties during such thirty (30) day period), and
(B) if your employment is terminated pursuant to Section 3(ii) or (iii) above or
for any reason (other than Disability), the date specified in the Notice of
Termination (which, in the case of a termination pursuant to Section 3(ii) above
shall not be less than thirty (30) days, and in the case of a termination
pursuant to Section 3(iii) above shall not be less than thirty (30) nor more
than sixty (60) days, respectively, from the date such Notice of Termination is
given); provided that, if within thirty (30) days after any Notice of
Termination is given the party receiving such Notice of Termination notifies the
other party that a dispute exists concerning the grounds for termination, the
Date of Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties, by a binding
arbitration award or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or the time for appeal therefrom
having expired and no appeal having been perfected); provided further that the
Date of Termination shall be extended by a notice of dispute only if such notice
is given in good faith and the party giving such notice pursues the resolution
of such dispute with reasonable diligence. Notwithstanding the pendency of any
such dispute, the Company and its subsidiaries will continue to pay you your
full compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary and bonus) and continue you as a
participant in all incentive compensation, benefit and insurance plans in which
you were participating when the notice giving rise to the dispute was given,
until the dispute is finally resolved in accordance with this Section 3(v).
Amounts paid under this Section 3(v) are in addition to all other
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Page 7
amounts due under this Agreement and shall not be offset against or reduce any
other amounts due under this Agreement.
4. COMPENSATION UPON TERMINATION OR DURING DISABILITY. Following
a Change in Control of the Company, as defined by Section 2(i), upon termination
of your employment or during a period of Disability you shall be entitled to the
following benefits, provided that such period of Disability or Date of
Termination occurs during the term of this Agreement:
(i) During any period that you fail to perform your full-time
duties with the Company and its subsidiaries as a result of your Disability, you
shall continue to receive an amount equal to your base salary and bonus at the
rate in effect at the commencement of any such period through the Date of
Termination for Disability. Thereafter, your benefits shall be determined in
accordance with the insurance programs of the Company and its subsidiaries then
in effect.
(ii) If your employment shall be terminated by the Company or any
of its subsidiaries for Cause or by you other than for Good Reason, the Company
(or one of its subsidiaries, if applicable) shall pay you your full base salary
and bonus through the Date of Termination at the rate in effect at the time
Notice of Termination is given and shall pay any amounts to be paid to you
pursuant to any other compensation plans, programs or employment agreements then
in effect, and the Company shall have no further obligations to you under this
Agreement.
(iii) If your employment shall be terminated by reason of your
death or Retirement, your benefits shall be determined in accordance with the
retirement and insurance programs of the Company and its subsidiaries then in
effect.
(iv) If your employment by the Company and its subsidiaries shall
be terminated by (a) the Company and its subsidiaries other than for Cause, your
death, Retirement, or Disability or (b) you for Good Reason, then you shall be
entitled to the benefits provided below:
(A) The Company (or one of its subsidiaries, if applicable) shall pay
you your full base salary and annual incentive payment through the Date of
Termination at the rate in effect at the time the Notice of Termination is
given, no later than the fifth day following the Date of Termination, plus
all other amounts to which you are entitled under any compensation plan of
the Company applicable to you, at the time such payments are due. For
purposes of this Section 4(iv)(A) and the other provisions
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of this Agreement, your annual incentive payment "in effect at the time the
Notice of Termination is given" shall mean the greater of (i) the target
amount of your annual incentive payment for the year in which the Notice of
Termination is given and (ii) the amount of the annual incentive payment
made to you in respect of the year immediately prior to the year in which
the Notice of Termination is given.
(B) The Company shall pay you, on a date that is no later than the
fifth day following the Date of Termination, as severance pay to you a
severance payment equal to 2.99 times the greater of (i) your "Base Amount"
as such term is defined under Section 280G(b)(3) of the Code or (ii) the
sum of (x) your full base salary and (y) annual incentive payment, in each
case in effect at the time the Notice of Termination is given. In
addition, the Company shall pay or otherwise transfer to you, on a date
that is no later than the fifth day following the Date of Termination,
amounts and property that you are eligible to receive in respect of awards
made to you prior to the Date of Termination pursuant to the Company's
Performance - Contingent Share Awards (or any successor long-term
compensation plan or award in effect as of the Date of Termination) that
remain outstanding as of the Date of Termination, such amounts and property
to be calculated using the maximum number of shares, payments or other
benefits that you could have received pursuant to all such outstanding
awards.
For purposes of this Section 4(iv)(B), your Base Amount shall be
determined in accordance with Section 280G(b)(3) of the Code and with any
proposed, temporary or final regulations promulgated under that Section in
effect. In the absence of such regulations, if you were not employed by
the Company (or any corporation affiliated with the Company (an
"Affiliate") within the meaning of Section 1504 of the Code or a
predecessor of the Company) during the entire five calendar years (the
"Base Period") preceding the calendar year in which a Change in Control of
the Company occurred, your average annual compensation for the purposes of
such determination shall be the average of your annual compensation for
both complete and partial calendar years during the Base Period during
which you were so employed, determined by annualizing any compensation
(other than nonrecurring items) includible in your gross income for any
partial calendar year. For purposes of the preceding sentence,
compensation payable to you by the Company or any Affiliate or predecessor
of the Company shall include every type and form of compensation includible
in your gross
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income in respect of your employment by the Company or any Affiliate or
predecessor of the Company, including compensation income recognized as a
result of your exercise of stock options or sale of the stock so acquired,
except to the extent otherwise provided in proposed, temporary or final
regulations promulgated under Section 280G of the Code defining base
amount.
The payment to be made to you pursuant to this Section 4(iv)(B)
shall not be reduced by the amount of any other payment or the value of any
benefit received or to be received by you in connection with your
termination of employment or contingent upon a Change in Control of the
Company (whether payable pursuant to the terms of this Agreement or any
other agreement, plan or arrangement with the Company or an Affiliate,
predecessor or successor of the Company or any person whose actions result
in a Change in Control of the Company or an Affiliate of such person).
(C) In the event that any payment or benefit received or to be
received by you pursuant to the terms of this Agreement (the "Contract
Payments") or in connection with your termination of employment or
contingent upon a Change in Control of the Company pursuant to any plan or
arrangement or other agreement with the Company (or any affiliate) ("Other
Payments" and, together with the Contract Payments, the "Payments") would
be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of
the Code, as determined as provided below, the Company shall pay to you, at
the time specified in Section 4(iv)(D) below, an additional amount (the
"Gross-Up Payment") such that the net amount retained by you, after
deduction of the Excise Tax on Contract Payments and Other Payments and any
federal, state and local income tax and Excise Tax upon the payment
provided for by this Section 4(iv)(C), and any interest, penalties or
additions to tax payable by you with respect thereto, shall be equal to the
total present value of the Contract Payments and Other Payments at the time
such Payments are to be made. For purposes of determining whether any of
the Payments will be subject to the Excise Tax and the amounts of such
Excise Tax, (1) the total amount of the Payments shall be treated as
"parachute payments" within the meaning of Section 280G(b)(2) of the Code,
and all "excess parachute payments" within the meaning of Section
280G(b)(1) of the Code shall be treated as subject to the Excise Tax,
except to the extent that, in the opinion of independent tax counsel
selected by the Company's independent auditors and reasonably acceptable to
you ("Tax Counsel"), a Payment (in whole or in part) does not
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constitute a "parachute payment" within the meaning of Section 280G(b)(2)
of the Code, or such "excess parachute payments" (in whole or in part) are
not subject to the Excise Tax, (2) the amount of the Payments that shall be
treated as subject to the Excise Tax shall be equal to the lesser of (A)
the total amount of the Payments or (B) the amount of "excess parachute
payments" within the meaning of Section 280G(b)(1) of the Code (after
applying clause (1) hereof), and (3) the value of any noncash benefits or
any deferred payment or benefit shall be determined by Tax Counsel in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
For purposes of determining the amount of the Gross-Up Payment, you shall
be deemed to pay federal income tax at the highest marginal rates of
federal income taxation applicable to individuals in the calendar year in
which the Gross-Up Payment is to be made and state and local income taxes
at the highest marginal rates of taxation applicable to individuals as are
in effect in the state and locality of your residence in the calendar year
in which the Gross-Up Payment is to be made, net of the maximum reduction
in federal income taxes that can be obtained from deduction of such state
and local taxes, taking into account any limitations applicable to
individuals subject to federal income tax at the highest marginal rates.
(D) The Gross-Up Payments provided for in Section 4(iv)(C) hereof
shall be made upon the earlier of (i) the payment to you of any Contract
Payment or Other Payment or (ii) the imposition upon you or payment by you
of any Excise Tax.
(E) If it is established pursuant to a final determination of a court
or an Internal Revenue Service proceeding or the opinion of Tax Counsel
that the Excise Tax is less than the amount taken into account under
Section 4(iv)(C) hereof, you shall repay to the Company within five days of
your receipt of notice of such final determination or opinion the portion
of the Gross-Up Payment attributable to such reduction (plus the portion of
the Gross-Up Payment attributable to the Excise Tax and federal, state and
local income tax imposed on the Gross-Up Payment being repaid by you if
such repayment results in a reduction in Excise Tax or a federal, state and
local income tax deduction) plus any interest received by you on the amount
of such repayment. If it is established pursuant to a final determination
of a court or an Internal Revenue Service proceeding or the opinion of Tax
Counsel that the Excise Tax exceeds the amount taken into account hereunder
(including by reason of
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any payment the existence or amount of which cannot be determined at the
time of the Gross-Up Payment), the Company shall make an additional
Gross-Up Payment in respect of such excess within five days of the
Company's receipt of notice of such final determination or opinion.
(F) The Company shall also pay to you all legal fees and expenses
reasonably incurred by you in connection with this Agreement (including all
such fees and expenses, if any, incurred in contesting or disputing the
nature of any such termination for purposes of this Agreement or in seeking
to obtain or enforce any right or benefit provided by this Agreement); and
(G) (i) Upon the date of Termination, you (or your spouse or
applicable beneficiary in the event of your death) will receive a benefit
payable from the Company's general funds to be calculated using the benefit
calculation provisions of the Pfizer Retirement Annuity Plan ("PRAP") and
the Company's unfunded Supplemental Retirement Plan ("SRP") as if the
provisions thereunder contained the assumptions set forth herein, and
offset by any benefits actually payable under PRAP and SRP not taking into
account the assumptions set forth herein. Any elections made under SRP for
purposes of determining the form of payment will also apply for purposes of
this benefit. The assumptions to be used in calculating your benefit are:
(x) you have continued in the employ of the Company for an additional three
years after the Date of Termination, and (y) you have earned annually from
the Date of Termination to the date of your assumed continued employment
pursuant to clause (x) above the same compensation you earned in the twelve
months preceding the Date of Termination or in the twelve months preceding
the Change of Control, if greater. In addition, the pension payable to you
at age 55 (or upon the Date of Termination, if you are then age 55 or over)
shall not be reduced because it is payable prior to age 65.
(ii) There will be added three years to your actual age for
determining whether you are age 55 or over for the purposes of your
eligibility to commence receiving payments of benefits pursuant to Section
4(iv)(G)(i) above.
(H) You shall be immediately eligible for all benefits, in addition
to those described in Section 4(iv) (G) above, made available immediately
prior to the Date of Termination to retirees of the Corporation, including,
without limitation, retiree medical coverage and life insurance benefits,
as if you had at the Date of Termination
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satisfied the age and service conditions for coverage under the applicable
provisions of the Company's employee benefit plans. If the Company is
unable to provide you coverage under such plans, it shall provide you with
separate comparable coverage.
(I) Upon the Date of Termination (i) all restrictions and limitations
on any "restricted" stock awards previously made to you pursuant to the
Company's Stock and Incentive Plan or otherwise shall lapse and have no
further force and effect and you shall be entitled to receive in respect
thereof certificates evidencing shares of stock reflecting your right to
vote, dispose, receive distributions and enjoy all other rights in respect
of such stock free of the previously imposed restrictions and (ii) all
options to purchase stock that are not vested shall immediately vest and
become exercisable and all options to purchase stock then held by you shall
remain in effect for the respective terms of such options notwithstanding
any early termination provisions that otherwise would be applicable.
(J) You shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise,
nor shall the amount of any payment or benefit provided for in this Section
4 be reduced by any compensation earned by you as the result of employment
by another employer or by retirement benefits received after the Date of
Termination or otherwise.
5. SUCCESSORS; BINDING AGREEMENT.
(i) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company is required to perform it. Failure of the Company to
obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same terms as you
would be entitled hereunder if you had terminated your employment for Good
Reason following a Change in Control, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
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(ii) This Agreement shall inure to the benefit of and be enforceable
by your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should die while
any amount would still be payable to you hereunder if you had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee, legatee or other designee or,
if there is no such designee, to your estate.
6. NOTICE. For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed to
the address set forth on the first page of this Agreement with respect to the
Company and on the signature page with respect to you, provided that all notices
to the Company shall be directed to the attention of the Senior Vice
President-General Counsel of the Company, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
7. MISCELLANEOUS. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by you and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any conditions or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York, including Section 198 (1-a) of the New
York Labor Law. All references to sections of the Code shall be deemed also to
refer to any successor provisions to such sections. Any payments provided for
hereunder shall be paid net of any applicable withholding required under
federal, state or local law. The obligations of the Company under Section 4
shall survive the expiration of the term of this Agreement.
8. VALIDITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or
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enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
9. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
10. ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that you shall be entitled to seek specific
performance of your right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.
11. EFFECT ON EXISTING AGREEMENT. This Agreement supersedes and
replaces that certain letter agreement, dated __________________, between you
and the Company, which shall have no further continuing force or effect.
If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Company the enclosed copy of this letter
which will then constitute our agreement on this subject.
Sincerely,
Pfizer Inc.
By:_____________________________________
Name:
Title:
Agreed to this ____ day
of , 1995.
____________________________________