EXHIBIT 10(j)
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RESTRICTED STOCK PLAN
FOR DIRECTORS OF
WARNER-LAMBERT COMPANY
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AS AMENDED TO FEBRUARY 6, 2000
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RESTRICTED STOCK PLAN
FOR DIRECTORS OF
WARNER-LAMBERT COMPANY
ARTICLE I
PURPOSE OF PLAN
SECTION 1.1. Purpose. The purpose of the Restricted Stock Plan for Directors
of Warner-Lambert Company is to attract and retain non-employee members of the
Board of Directors by granting such Directors shares of the Company's Common
Stock, which are restricted in accordance with the terms and conditions set
forth below, and thereby providing a proprietary interest in the Company's
success and progress.
ARTICLE II
DEFINITIONS
SECTION 2.1. Definitions. Whenever used herein, unless the context otherwise
indicates, the following terms shall have the respective meaning set forth
below:
Act: The Securities Exchange Act of 1934, as amended.
Board Membership: The period of time during which a person serves on the
Board of Directors, regardless of whether occurring before or after the
Effective Date.
Board of Directors (or Board): The Board of Directors of the Company.
Committee: The committee appointed to administer the Plan in accordance with
Section 7.1 hereof.
Common Stock: Common Stock, par value $1.00 per share, of Warner-Lambert
Company.
Company: Warner-Lambert Company or any successor to it in ownership of
substantially all of its assets, whether by merger, consolidation or otherwise.
Director: Any member of the Board of Directors who is not an employee of the
Company or any of its subsidiaries or affiliates.
Disability: A medically determinable physical or mental impairment which
renders a Participant substantially unable to function as a Director.
Effective Date: The date specified in Article X hereof.
Participant: Each Director to whom Restricted Stock is granted under the
Plan.
Plan: The Restricted Stock Plan for Directors of Warner-Lambert Company.
Restricted Period: The period of time from the date of grant of the
Restricted Stock until the earliest to occur of the events described in Section
4.3 hereof.
Restricted Stock: Common Stock granted under the Plan which is subject to
restrictions in accordance with Article IV hereof.
Year of Board Membership: 365 consecutive 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
ELIGIBILITY AND GRANTS
SECTION 3.1. Eligibility and Grants. To be eligible to participate in the
Plan, a Director must not be an employee of the Company or any of its
subsidiaries or affiliates. Each such Director on the Effective Date of the Plan
shall be granted two thousand (2000) shares of Restricted Stock. In addition,
each person who becomes a non-employee Director for the first time after the
Effective Date of the
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Plan shall also be granted two thousand (2000) shares of Restricted Stock,
effective as of the date of such person becoming a non-employee Director. If
required by the Committee, each grant of Restricted Stock shall be evidenced by
a written agreement duly executed by or on behalf of the Company and the
Participant.
SECTION 3.2. Non-Consecutive Terms. A Director who is elected to
non-consecutive terms on the Board shall receive additional grants of shares of
Restricted Stock at the time of such reelection to the Board in an amount which,
when aggregated with the number of shares of Restricted Stock previously granted
to such Director with respect to which the Director received a certificate for
Common Stock upon the lapse of restrictions with respect to such earlier grant,
does not exceed two thousand (2000) shares.
ARTICLE IV
TERMS AND CONDITIONS OF RESTRICTED STOCK
SECTION 4.1. General. The restrictions set forth in Section 4.2 shall apply
to each grant of Restricted Stock for the duration of the Restricted Period.
SECTION 4.2. Restrictions. A stock certificate representing the number of
shares of Restricted Stock granted shall be registered in the Participant's name
but shall be held in custody by the Company for the Participant's account. The
Participant shall have all rights and privileges of a stockholder as to such
Restricted Stock, including the right to receive dividends and the right to vote
such shares, except that, subject to the provisions of Section 4.3, the
following restrictions shall apply: (i) the Participant shall not be entitled to
delivery of the certificate until the expiration of the Restricted Period; (ii)
none of the shares of Restricted Stock may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of during the Restricted Period;
(iii) the Participant shall, if requested by the Company, execute and deliver to
the Company, a stock power endorsed in blank; and (iv) all of the shares of
Restricted Stock shall be forfeited and all rights of the Participant to such
shares shall terminate without further obligation on the part of the Company if
the Participant ceases to be a member of the Board of Directors prior to the
expiration of the Restricted Period applicable to such shares. If the
Participant has remained a member of the Board for the entire Restricted Period,
such restrictions shall, at the end of the Restricted Period, lapse with respect
to one-tenth of the shares of Restricted Stock for each Year of Board Membership
then completed by the Participant (including service prior to the date of
grant); provided, however, that a Participant who has received a certificate for
Common Stock upon the lapse of restrictions with respect to any earlier grant
under the Plan shall not receive credit for such prior service in determining
Years of Board Membership for purposes of any subsequent grant under Section 3.2
hereof. The Participant shall forfeit all shares of Restricted Stock with
respect to which such restrictions do not lapse at the end of the Restricted
Period. Upon the forfeiture (in whole or in part) of shares of Restricted Stock,
such forfeited shares shall become treasury shares of the Company without
further action by the Participant. The Participant shall have the same rights
and privileges, and be subject to the same restrictions, with respect to any
shares received pursuant to Article VI.
SECTION 4.3. Events. The Restricted Period shall end upon the first to occur
of the following events:
(i) Retirement. The Participant ceasing to be a Director as a result of
attainment of the age at which retirement from the Board is mandatory.
(ii) Disability. The Participant ceasing to be a Director by reason of
Disability.
(iii) Death. The Participant ceasing to be a Director by reason of death.
(iv) Not Being Reelected. The Participant ceasing to be a Director as a
result of not being reelected by the stockholders of the Company, although
nominated for reelection by the Board.
(v) Waiver. The Board, in its sole and absolute discretion, waiving the
restrictions of Section 4.2 as to some or all of the shares of Restricted Stock.
Determinations under this Section 4.3 shall be made by the Board without
participation by the affected Director.
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SECTION 4.4. Delivery of Restricted Shares. At the end of the Restricted
Period as herein provided, a stock certificate for the number of shares of
Restricted Stock with respect to which the restrictions have lapsed shall be
delivered, free of all such restrictions, to the Participant or the
Participant's beneficiary or estate, as the case may be, subject to the
withholding requirements of Section 9.2 hereof. The Company shall not be
required to deliver any fractional share of Common Stock but will pay, in lieu
thereof, the fair market value (measured as of the date the restrictions lapse)
of such fractional share to the Participant or the Participant's beneficiary or
estate, as the case may be.
SECTION 4.5. Limited Rights.
(a) In the event of a 'Change in Control of the Company' (as hereinafter
defined) the rights and privileges of Directors hereunder shall be governed by
the following clause (i), (ii), or (iii) as appropriate:
(i) Limited Rights. In the event of a Change In Control of the Company which
is outside the control of any Reporting Person within the meaning of Rule 16b-3
under the Act, all shares of Restricted Stock then outstanding, and which have
been outstanding for a period of six (6) months, shall be immediately forfeited
and shall revert to the Company as treasury shares and, in lieu thereof, each
Participant shall receive a cash payment equal to the higher of (a) the highest
closing price per share of Common Stock on the Composite Tape for New York Stock
Exchange issues during the 30 day period prior to such change in control, or (b)
if the Change in Control of the Company occurs as a result of a tender or
exchange offer or approval by the stockholders of the Company of a Transaction
(as hereinafter defined), then the highest price per share of Common Stock
pursuant thereto, multiplied by the total number of shares of Restricted Stock
granted to such Participant, regardless of whether the Participant's Years of
Board Membership were sufficient to cause all restrictions to lapse under
Section 4.2. Any consideration other than cash forming a part or all of the
consideration for Common Stock to be paid pursuant to an exchange offer shall be
valued at the valuation placed thereon by the Board of Directors. Adjustments,
if any, shall be made in accordance with Article VI.
(ii) Lapse of Restrictions. In the event that clause (i) shall not become
operational as therein provided, all restrictions applicable to shares of
Restricted Stock then outstanding shall expire and each Participant shall
thereupon receive all the shares of Restricted Stock previously granted to such
Participant, regardless of whether the Participant's Years of Board Membership
were sufficient to cause all restrictions to lapse under Section 4.2.
(iii) Notwithstanding anything herein to the contrary, in the case of the
Change in Control transaction contemplated by the Agreement and Plan of Merger,
dated as of February 6, 2000, among Pfizer Inc., Seminole Acquisition Sub Corp.
and Warner-Lambert, as the same may be amended from time to time (the 'Merger
Agreement'), all shares of Restricted Stock which are outstanding immediately
prior to such Change in Control shall, as of the consummation of such Change in
Control, (a) become fully vested and free of restrictions and (b) thereupon be
converted into a number of fully vested shares of the ultimate parent entity
resulting from such Change in Control based upon the same exchange ratio
pursuant to which shares of Common Stock are so converted pursuant to the Merger
Agreement.
(b) As used in the Plan, 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 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) upon the consummation of a merger, consolidation,
sale or disposition of all or substantially all of the Company's assets or plan
of liquidation which is approved by shareholders of the Company (herein referred
to as a 'Transaction'), 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
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(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 V
REGULATORY COMPLIANCE AND LISTING
SECTION 5.1. Regulatory Compliance and Listing. The issuance or delivery of
any shares of Restricted Stock may be postponed by the Company for such period
as may be required to comply with any applicable requirements under the Federal
securities laws, any applicable listing requirements of any national securities
exchange or any requirements under any other law or regulation applicable to the
issuance or delivery of such shares, and the Company shall not be obligated to
issue or deliver any such shares if the issuance or delivery thereof shall
constitute a violation of any provision of any law or of any regulation of any
governmental authority or any national securities exchange.
ARTICLE VI
ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION
SECTION 6.1. Adjustments. In the event of a recapitalization, stock split,
stock dividend, combination or exchange of shares, merger, consolidation, rights
offering, separation, reorganization or liquidation, or any other change in the
corporate structure or shares of the Company, the Committee may make such
equitable adjustments, to prevent dilution or enlargement of rights, as it may
deem appropriate in the number and class of shares authorized to be granted
hereunder.
ARTICLE VII
ADMINISTRATION
SECTION 7.1. Administration.The Plan shall be administered by a committee
consisting of at least three (3) persons appointed by the Board. Questions
involving eligibility for grants of Restricted Stock, entitlement to Restricted
Stock or the operation of the Plan shall be referred to the Committee. All
determinations of the Committee shall be conclusive. The Committee may obtain
such advice or assistance as it deems appropriate from persons not serving on
the Committee.
SECTION 7.2. Restricted Stock Committee. The Board may at any time designate
three (3) persons (hereinafter referred to as the 'Restricted Stock Committee'),
who need not be members of the Committee, who shall have the authority to make
additional grants of Restricted Stock to Participants hereunder, which
additional grants shall be in such amounts and shall be subject to such
restrictions and conditions (which may be different than the provisions of
Article IV hereof) as the Restricted Stock Committee shall determine; provided,
however, that (i) each member of the Restricted Stock Committee shall qualify as
'disinterested' under Rule 16b-3 of the Act, and (ii) the aggregate number of
shares of Common Stock which may be delivered upon the lapse of restrictions
hereunder shall not exceed two hundred thousand (200,000) shares. If any action
to be taken by the Committee or the Board hereunder would cause the Plan or
transactions thereunder to no longer comply with Rule 16b-3 of the Act, the
Board shall appoint the Restricted Stock Committee, as provided above, and such
committee shall be authorized to undertake such action on behalf of the
Committee or the Board, as the case may be.
ARTICLE VIII
TERMINATION OR AMENDMENT OF THE PLAN
SECTION 8.1. Termination or Amendment.
(a) The Board may at any time terminate the Plan and may from time to time
alter or amend the Plan or any part thereof (including any amendment deemed
necessary to ensure that the Company may comply with any regulatory requirement
referred to in Article V); provided, however, that, unless otherwise required by
law, the rights of a Participant with respect to shares of Restricted Stock
granted prior to such termination, alteration or amendment may not be impaired
without the consent of such
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Participant and, provided further, without the approval of the Company's
stockholders, no alteration or amendment may be made which would (i) increase
the aggregate number of shares of Restricted Stock that may be granted under the
Plan (except by operation of Article VI), or (ii) change the category of
Directors eligible to receive shares of Restricted Stock under the Plan. The
Company intends that the Plan and transactions thereunder shall comply with the
requirements of Rule 16b-3 of the Act. Should any provisions hereof not be
necessary in order to comply with the requirements of such Rule or should any
additional provisions be necessary in order to so comply, the Board of Directors
may amend the Plan accordingly, without the necessity of obtaining the approval
of the Company's stockholders.
(b) The Committee may at any time adopt any amendment to the Plan which
(i)(A) 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 (B) is required by an applicable
law, regulation or ruling, (ii) can be undertaken by the Board of Directors
under the terms of the Plan, (iii) does not involve a termination of the Plan,
(iv) does not affect the limitations contained in this sentence, and (v) does
not affect the composition or compensation of the Committee.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. No Right To Reelection. Nothing in the Plan shall be deemed to
create any obligation on the part of the Board to nominate any Director for
reelection by the Company's stockholders, nor confer upon any Director the right
to remain a member of the Board of Directors.
SECTION 9.2. Withholding of Taxes. The Company shall have the right to
require, prior to the issuance or delivery of any shares of Restricted Stock,
payment by the Participant of any taxes required by law with respect to the
issuance or delivery of such shares. Alternatively, the Committee may permit any
such withholding obligation to be satisfied by reducing the number of shares of
Common Stock otherwise deliverable to a Director.
SECTION 9.3. Source of Common Stock. The shares of Common Stock granted
under the Plan shall be transferred from the Company's treasury and shall not be
newly issued unless the Company receives a written opinion of counsel to the
effect that use of newly issued shares would comply with all applicable
statutory or regulatory requirements.
SECTION 9.4. No Assignment of Benefits. 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. 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 or her spouse, children or
other dependents, or any of them, in such manner and in such proportion as the
Committee shall determine.
SECTION 9.5. Incapacity. 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, the Board of Directors and the Committee shall be
discharged from all further liability therefor.
SECTION 9.6. Governing Law. 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).
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SECTION 9.7. Construction. 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 9.8. Prohibition Against Loans. No loan shall be made by the Company
to any person of any amount of the benefit hereunder or of any amount the
security for which is the benefit hereunder.
Section 9.9. Federal Securities Law. Notwithstanding any other provision of
the Plan, no transaction shall be given effect on any date which would, in the
opinion of counsel to the Company, result in liability under Section 16(b) of
the Act.
ARTICLE X
EFFECTIVE DATE OF THE PLAN
SECTION 10.1. Effective Date. The Plan shall be submitted to the
stockholders of the Company for their approval at the Annual Meeting of
Stockholders to be held in 1988. The Plan shall become effective upon the
affirmative vote of the holders of a majority of the shares of Common Stock
present, or represented, and entitled to vote at the meeting.
WARNER-LAMBERT COMPANY
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