Employment Agreement with David Bernick



 Exhibit 10.3 
 



 
  

			
		 	 PRIVATE & CONFIDENTIAL
  

Mr David Bernick
 2450 North Lake View

Chicago Illinois
 60614 USA

 
 Lausanne, February 17, 2010


 Dear Mr Bernick 

We refer to our letter dated December 18, 2009 (hereafter referred to as the “Offer Letter”) confirming the terms of your employment by
Philip Morris International Management SA (hereafter referred to as the “Company”). 
 This letter sets out additional terms and
conditions applicable to your employment by the Company. 
 Home leave 
 You will be eligible to two (2) Home Leaves per year. The Home Leave Allowance will be calculated as per the PMI International Assignment Policy principles and guidelines, and paid to you in a lump
sum in the first quarter of each calendar year. Any taxes and social security contributions due on the Home Leave Allowance will be borne by you. 
 Should your employment conditions change, your eligibility for a Home Leave Allowance will be reviewed. 
 To the extent that the terms of this letter are inconsistent with the terms of the Offer Letter, the terms of this letter shall prevail. 
 Please indicate your acceptance hereof by signing and returning one copy of this letter to us. 
 Yours sincerely, 
 PHILIP MORRIS INTERNATIONAL MANAGEMENT SA 

 

					
	Peter Paul Adriaansen	  		  	Daniele Regorda
			
	



	  		  	




			
	Director HR Decision Support & BP CH	  		  	Senior VP Human Resources PMI
	Philip Morris International Management SA	  		  	Philip Morris International Management SA

  

					
	 Read and approved: 
	  	



	  	Date: 11.3.10
		  	(David Bernick)	  	


  

	
	Philip Morris International Management S.A.
	
	AVENUE DE RHODANIE 50  •  CASE POSTALE 1171  •  1001
LAUSANNE  •  SWITZERLAND  •  TELEPHONE: +41 58 242 00 00  •  TELEFAX: +41 58 242 01 01









 



 
  

			
	  	 	 PRIVATE & CONFIDENTIAL
  

Mr David Bernick
 2450 North Lake View

Chicago Illinois
  
 60614 USA
  
 Lausanne,
December 18, 2009


 Dear Mr Bernick 
 We are pleased to confirm your employment by Philip Morris International Management SA (hereafter referred to as the “Company”) as Senior Vice President and General Counsel, reporting to Mr
Louis Camilleri, Chairman and Chief Executive Officer PMI, and based in Lausanne, Switzerland. 
 The terms and conditions of your employment
will be as follows: 
 Effective date 
 This contract will be effective as of March 1, 2010, (the “Effective Date”), assuming a valid work permit has been issued. 
 Because this contract is conditional upon a valid work permit being issued, if for any reason the Company cannot obtain a work permit for you before March 1, 2010, the contract will become effective
as of the date of issuance of your work permit. In such event, the Company will confirm in writing the effective date of this contract. 

Annual base salary 
 Your gross
annual base salary, to be paid in 13 instalments, will be Swiss Francs (CHF) 1’450’007.—, corresponding to your band, which is B. 
 Fidelity premium 
 For each completed year of service, the Company pays a cumulative
bonus of CHF 150.— on each anniversary of the Effective Date, up to a maximum of CHF 3’000.— for 20 years of service. 

Deferred Stock Grant 
 On the
Effective Date, you will be granted Deferred Stock of Philip Morris International Inc. with a value on the Effective Date of CHF 3’900’000.—. The terms of the Philip Morris International Inc., 2008 Performance Incentive Plan shall
apply to such grant, including the vesting period of three years. 

  

	
	Philip Morris International Management S.A.
	
	AVENUE DE RHODANIE 50  •  CASE POSTALE 1171  •  1001
LAUSANNE  •  SWITZERLAND  •  TELEPHONE: +41 58 242 00 00  •  TELEFAX: +41 58 242 01 01
	










  
 -2- 


 Pension Fund 
 In accordance with the Swiss Federal Pension Law (“LPP”), you will become a member of the “Caisse de pensions Philip Morris en Suisse” (the “Pension Fund”), providing old
age, disability, and survivor’s benefits. For further details, please refer to the Pension Fund regulations. 
 According to the current
Pension Fund regulations, you will pay a contribution equivalent to 6% of your pensionable salary. This contribution will be deducted each month from your salary. 
 Swiss social security schemes (AVS/AI/APG/AC) 
 Contributions to the various Swiss
Federal insurance schemes will be deducted from your compensation each month in accordance with the applicable Swiss laws. 
 Accident
Insurance 
 In accordance with Swiss Federal Insurance Law (LAA), you are automatically covered for accident in the event of
occupational or non-occupational accidents. This cover is paid for by the Company. 
 Health insurance 

If you wish, you may join the Company group health insurance contract. Employees and their eligible dependents (spouse and dependent children up to age 18
or up to age 25 if full-time students or apprentices) can enroll into this group health insurance scheme. The Company bears a substantial portion of the insurance premium cost. No Company contributions will be paid if you choose to arrange an
individual cover outside the group scheme. 
 Salary continuation in the event of sickness 

In accordance with the regulations of the Company’s insurer, 100% of the annual base salary is paid for up to 2 years from the first day you are
unable to work. This cover is paid for by the Company. 
 Life insurance 
 In accordance with the regulations of the Company’s insurer and in coordination with the Pension Fund, you are provided with an insurance cover in case of death and permanent disability paid for by
the Company. 
 Office working hours 
 The weekly basic work schedule is 40 hours spread over 5 days, from Monday to Friday based on a full time occupational rate. You understand and agree that your annual base salary includes all compensation
for time worked in excess of the basic work schedule, and that there will be no extra compensation for such work. For further details, please refer to the Human Resources Department. 

  

	
	Philip Morris International Management S.A.
	
	AVENUE DE RHODANIE 50  •  CASE POSTALE 1171  •  1001
LAUSANNE  •  SWITZERLAND  •  TELEPHONE: +41 58 242 00 00  •  TELEFAX: +41 58 242 01 01
	










  
 -3- 


 Tax assistance 
 The Company will pay the fees of tax advisers approved by the Company on the occasions you are required to complete a tax declaration in Switzerland. 

Company Car 
 You will be entitled
to a company car in accordance with Company policy. 
 Vacation days 
 Your vacation entitlement is 25 working days per calendar year. For the current year your entitlement will be calculated pro rata temporis. 
 Relocation expenses 
 With prior approval of the Human Resources Department, the
Company will pay a remover selected by the Company to pack, transport, store if necessary, and unpack your household goods from Chicago, Ill., United States of America to Lausanne, Switzerland, in accordance with Company Policy. The Relocation
Services Department will coordinate this with you. Your move should take place within one year from the Effective Date. 
 The Company will also
pay you a relocation allowance amounting to CHF 39’250.— to assist you with expenses related to your relocation from Chicago, Ill, United States of America to Lausanne, Switzerland. This amount will be subject to social security deductions
and will be taxable. 
 The Company will also pay for the travel costs associated with your relocation from Chicago, Ill, United States of
America to Lausanne, Switzerland, in accordance with the Company’s Business Travel policy. 
 Temporary accommodation

 In accordance with Company policy, temporary accommodation will be provided to you for up to 60 days. 

Taxability of benefits 
 Certain
benefits described above are subject to income tax and social security deductions. Please also take into account that the tax and social security treatment of all benefits may change in the future according to Swiss law or Company policy. Details
may be obtained from the HR Department. 
 Privacy policy and data protection 

The Company is part of a multinational group of companies, which is active in developing the skills and careers of its employees. As part of the
Company’s career and skills development program, information about your employee status, personnel profile and similar matters may be transmitted to the Company’s affiliates, whether in Switzerland or elsewhere. This information is treated
confidentially and in accordance with Philip Morris International’s Policy on the Collection, Use and Protection of Personal Data. By signing this contract you will express your consent to such transmittal. You retain the right at any time to
withdraw your consent related to the transmittal of any such data as 

  

	
	Philip Morris International Management S.A.
	
	AVENUE DE RHODANIE 50  •  CASE POSTALE 1171  •  1001
LAUSANNE  •  SWITZERLAND  •  TELEPHONE: +41 58 242 00 00  •  TELEFAX: +41 58 242 01 01
	










  
 -4- 


 
described above, provided that such withdrawal is addressed in writing to the Human Resources Department. For the purposes of this contract an “affiliate” of the Company means any
company or other entity which controls or is controlled by or under common control with the Company. 
 Confidential Information

 Consistent with your obligations under Swiss law, you undertake not to disclose any Confidential Information, whether during or after
your employment by the Company, and upon termination of your employment to return any Confidential Information in tangible or electronic form in your possession. For these purposes “Confidential Information” means any trade secrets and
other proprietary information pertaining to the Company or its affiliates, which has not been made available to the general public by an authorized representative of the Company or its affiliates, whether patentable or not, including for example any
idea, formula, technique, invention, process, program, business, marketing and sales plans, financial, organizational and sales data, and similar information in line with all Company Records & Information Management (RIM) policies,
procedures, and guidelines. 
 Company Property 
 Furthermore upon termination of your employment, you should return to the Company and/or its affiliates all paper and electronic files and documents, tapes, CD’s, and copies thereof and other items
belonging to the Company and its affiliates, irrespective of their source and origin, including Company corporate cards, telephone cards, keys, access and identification cards, computers, and, if requested, will certify that this has been done to
the best of your belief and that you also comply with all Company Records & Information Management (RIM) policies, procedures, and guidelines before your departure. 
 The settlement of any outstanding expenses due to the Company, including, but not limited to any outstanding balance on the account of the corporate card issued in your name will be set-off with any
payable sums. 
 Termination of employment 
 This contract shall be terminated in accordance with Swiss law. 
 Governing law, applicable
policies and Jurisdiction 
 The validity, construction and performance of this Employment Agreement shall be governed by the laws of
Switzerland without regard to its conflict of law provisions and shall be subject to the exclusive jurisdiction of the competent courts of the Canton de Vaud, Switzerland. The Policies and Procedures of the Company, Philip Morris International, as
amended or newly issued from time to time, shall also apply. 
 Miscellaneous 

The foregoing represents the basis of your employment with the Company. Please indicate your acceptance thereof by signing and returning one copy of this
contract to us. 

  

	
	Philip Morris International Management S.A.
	
	AVENUE DE RHODANIE 50  •  CASE POSTALE 1171  •  1001
LAUSANNE  •  SWITZERLAND  •  TELEPHONE: +41 58 242 00 00  •  TELEFAX: +41 58 242 01 01
	










  
 -5- 


 Should you have any questions, feel free to contact Mr Daniele Regorda, Senior VP Human Resources PMI.

 Regarding administrative matters, the Human Resources Department will contact you during your first weeks of employment. 

We look forward to your joining Philip Morris International Management SA in Lausanne, and remain, 

Yours sincerely, 

PHILIP MORRIS INTERNATIONAL MANAGEMENT SA 
  

			
	



	 	




		
	Peter-Paul Adriaansen	 	Daniele Regorda
		
	 Director HR Decision Support & BP CH

Philip Morris International Management SA
	 	 Senior VP Human Resources PMI

Philip Morris International Management SA


  

							
		 	Read and approved:	  	 




	  	Date: 1/02/10
		 		  	(David Bernick)	  	


  

	
	Philip Morris International Management S.A.
	
	AVENUE DE RHODANIE 50  •  CASE POSTALE 1171  •  1001
LAUSANNE  •  SWITZERLAND  •  TELEPHONE: +41 58 242 00 00  •  TELEFAX: +41 58 242 01 01