WARNER-LAMBERT EXCESS SAVINGS PLAN
As Amended To October 1, 1997
2
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 2-2
2.9 Company Matching Contribution 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 Regular Contributions 2-4
2.24 Retirement Committee 2-4
2.25 Savings and Stock Plan 2-4
2.26 Savings Contributions 2-4
2.27 Savings Contributions Account 2-4
2.28 Total Disability 2-4
2.29 Valuation Date 2-4
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
3
3.5 ERISA 3-2
4
TABLE OF CONTENTS, CONTINUED
ARTICLE SECTION PAGE
4 Participant Contributions
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4.1 Elections 4-1
4.2 Savings Contributions 4-1
4.3 Savings and Stock Plan Discontinuations 4-2
4.4 Valuations 4-2
4.5 Effective Date of Elections 4-2
5 Company Contributions
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5.1 Company Matching Contributions 5-1
5.2 Valuations 5-3
6 Vesting
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6.1 Savings Contributions Accounts 6-1
6.2 Company Matching Contributions 6-1
7 Absence of Funding 7-1
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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
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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
5
TABLE OF CONTENTS, CONTINUED
ARTICLE SECTION PAGE
12 Termination or Suspension of the Plan
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12.1 Termination 12-1
12.2 Suspension 12-1
13 General Provisions
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13.1 Plan Not a Contract 13-1
13.2 Nonalienation, etc. 13-1
13.3 Incapacity 13-2
13.4 Applicable Law 13-3
13.5 Quarterly Statements 13-3
13.6 Distributions 13-3
13.7 Waivers 13-3
13.8 Similar Treatment 13-3
13.9 Claims 13-3
13.10 Indemnifications 13-4
1-1
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).
2 - 1
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 basic 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.
2-2
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
2-3
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
2-4
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 "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.
2.24 "Retirement Committee." The Retirement and Savings Plan Committee
(U.S.), as appointed by the Board of Directors, pursuant to Article 10 of the
Plan.
2.25 "Savings and Stock Plan" The Warner-Lambert Savings and Stock Plan,
as it may be amended from time to time.
2.26 "Savings Contributions." The contributions, sometimes referred to
as Excess Savings Contributions, authorized by a Participant pursuant to Article
4.
2.27 "Savings Contributions Account." An individual account established
under the Plan to which a Participant's Savings Contributions, and the earnings
thereon, are credited.
2.28 "Total Disability." A Total Disability as defined in Article 2 of
the Savings and Stock Plan.
2.29 "Valuation Date." The valuation date or dates established under the
2-5
Savings and Stock Plan.
3-1
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 for the current year is greater than $80,000 or
such other dollar amount as set forth in Code Section 414(q)(1); 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 the maximum pre-tax amount permitted
under the limits referenced in (ii) of subsection (c).
3-2
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.
3.5 ERISA. The 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," within the meaning of ERISA. The
Company reserves the right to end the participation of any employee whose
continued participation may jeopardize this qualification.
4-1
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.
4-2
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.
4.5 Effective Date Of Elections. Notwithstanding any other provision of
the Plan, no election by a Participant (including an election to discontinue
contributions) shall take effect prior to the Participant's next payroll period.
5-1
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.
(i) 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
5-2
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 (a) had completed three Years of Plan Membership as of the last day
of the prior 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.
(ii) Each Participant who would have received an Additional Matching Company
Contribution to the Savings and Stock Plan attributable to Annual Reported
Earnings Per Share Growth but for the limitations on Section 401(m)
Contributions under Section 4.12 of the Savings and Stock Plan shall receive a
Company contribution to this Plan equal to the amount of such foregone
contribution to the Savings and Stock Plan.
(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
5-3
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.
6-1
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.
7-1
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.
8-1
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 Totally Disabled, such
Participant shall receive the value of his Accounts in a lump sum by check as
soon as reasonably practicable.
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.
9-1
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
9-2
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.
10-1
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.
11-1
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
11-2
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
11-3
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
prerogative as a delegatee of the Board of Directors, and shall not be deemed a
fiduciary.
11.5 Adoption by Resolution. All actions, including Plan amendments,
which are undertaken by the Board of Directors, Retirement Committee or
Investment Committee shall be authorized by a duly adopted resolution approved
11-4
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 Retirement 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.
12 - 1
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.
13 - 1
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. No benefits 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 benefits
be in any way liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person entitled to such benefits, nor shall any
benefits 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 benefits, voluntarily or involuntarily, or if any attempt is
made to subject any such benefits to the debts, contracts, liabilities,
engagements or torts of the person entitled to any such benefits, then the
Investment Committee may, in its discretion, cause such benefits, or any part
13 -2
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 benefits and, where applicable,
his Beneficiary.
13.3 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.
13.4 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 -3
13.5 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.
13.6 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.
13.7 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
participate in this Plan, subject to the requirements of the Investment
Committee.
13.8 Similar Treatment. All Participants in similar circumstances shall
be treated alike for all purposes of the Plan.
13.9 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
13 - 4
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.
13.10 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