Document

Exhibit 10.3
 
[Pfizer Inc. Letterhead] 
 
 June 25, 2019 
 
 
Confidential  
Sanjeev Narula 
235 East 42nd Street 
New York, NY 10017 
 
 
Re:  Upjohn Retention and Incentive Program 
 
Dear Sanjeev: 
 
 
On behalf of Pfizer Inc (together with its subsidiaries and affiliates, collectively referred to herein, as “Pfizer” or the “Company”), we are pleased to inform you that based on your current role on the Upjohn Leadership Team, and your skills, expertise and experience, the Company has determined to provide you with a special retention and incentive program in connection with the pursuit of strategic opportunities for the Upjohn business (referred to herein as “Upjohn”).  The terms of this retention and incentive program are set forth in this letter.  Please review the terms and, if you accept, please sign the letter and return a signed copy to me.  
 
 
Retention Award: 
Consistent with the ordinary course of business, you will be offered a one-time cash retention award (“Retention Award”) in the amount of $1,000,000, less applicable deductions and withholdings as required by law.  The Retention Award will be paid in one lump sum payment approximately ninety (90) days after the closing date of a transaction for the Upjohn business (“Close Date”), provided that you either: (i) remain continuously employed through the ninetieth (90th) day after the Close Date or (ii) you are involuntarily terminated without Cause before the ninetieth (90th) day after the Close Date. If you voluntarily resign from Pfizer before the ninetieth (90th) day after the Close Date, you will not be eligible for the Retention Award.   Please note that the Retention Award will not be taken into consideration for any purpose under any pay-based benefit, compensation or severance program maintained by Pfizer. 
 
 
Position Elimination/No Go Forward Role: 
In the event Pfizer, Upjohn or the successor to Upjohn determines that you no longer have a role with Upjohn or the successor to Upjohn (“Affected Colleague”), you will be treated as follows: 
 
 
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Repatriation – an Affected Colleague on a global assignment or secondment will be repatriated to their home country on a date to be determined by Pfizer, but, to the extent possible, with due consideration given to school schedule issues for minor children, and subject to any local legal requirements and restrictions. 
 
 
Continued Employment – An Affected Colleague will remain employed by Pfizer for up to one (1) year following the Close Date at your current compensation.   During the continued employment period: (i) you will need to be available for any projects that may be assigned to you by Pfizer, (ii) you will be eligible for a GPP bonus consistent with your Upjohn target level and subject to the terms and conditions of the applicable GPP plan, and (iii) you will not be eligible for any long-term incentive award.   
 
 
Acceptance of a New Role with Pfizer: 
If you accept a new role with Pfizer after the Close Date or during the continued employment period referenced above, the grade, target and pay level for the new role will be consistent with the level determined by Pfizer for that role.   
 
 
Severance:  
If you (i) have not been offered a role with comparable scope, responsibilities and pay by Upjohn, or a successor to Upjohn within ninety (90) days of the Close Date, or (ii) you have not been offered a comparable role with Pfizer before the end of the continued employment period referenced above, you will be involuntarily separated from employment with Pfizer.  Upon your separation from Pfizer, you will be eligible for severance under the Senior Leadership Council Separation Plan at your legacy Upjohn grade, target and pay level.  Severance will be payable upon your separation from Pfizer on the earlier of: 1) the first anniversary of the Close Date or 2) your voluntary resignation between the Close Date and the first anniversary of the Close Date but subject to the execution of a release agreement in a form prescribed by Pfizer.   
 
 
If you are a non US-based colleague, and you (i) have not been offered a role with comparable scope, responsibilities and pay by Upjohn, or a successor to Upjohn, or (ii) you have not received a role with Pfizer before the end of the continued employment period referenced above, you will be involuntarily separated from employment with Pfizer. Upon your separation from Pfizer, you will be eligible for severance in an amount equal to one year’s base salary and target bonus reduced by the value of all local severance, separation benefits and severance indemnity paid pursuant to local law and policy.   In the event that the local benefits noted above are greater than one year’s base salary and target bonus, you will receive the full value of the local severance benefits but no other severance.   
 
 
 
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Section 409A Compliance: 
This offer is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. 
 
 
Please sign below to express your acceptance of the terms and conditions set forth in this agreement and return it to me. 
 
This letter is not intended to set forth all of the terms and conditions of your employment       with Pfizer, as those items will be addressed in other communications from the Company. 
 
 
Please feel free to call me with any questions you may have.  
 
 
 
Sincerely, 


/s/ Steve Pennacchio
Steve Pennacchio 
SVP – Total Rewards  Pfizer Inc. 
 
 
Agreed and Accepted: 
 
 
						
	/s/ Sanjeev Narula_____________________
	__June 25, 2019______________

	Sanjeev Narula	Date


 
 
 
      
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