Exh. 10



 

	 	 	
	
      EXHIBIT 10.1

    


 

INTRODUCTION

  The Pfizer Inc. Executive Severance Plan (the "Plan") is intended
  to provide severance benefits when an eligible employee's employment with Pfizer
  Inc (the "Company") is terminated by the Company without "Cause"
  (as defined herein).



  ELIGIBLITY

  You are eligible to participate in the Plan if all of the following apply:

	 You are a regular part-time or full-time employee in one of the 50
    United States, Puerto Rico or the District of Columbia, or an employee paid
    in whole or in part from the United States under the Global Employee Policy;
    and


	 You are (i) a member of the Company's Executive Leadership Team (or
    its successor), or (ii) selected for participation by the Compensation Committee
    (the "Compensation Committee") of the Company's Board of Directors
    (the "Board"). However, if you would otherwise be eligible to participate
    in the Plan but are a party to an individual agreement with the Company that
    provides for severance benefits in the event of your termination of employment
    with the Company, you will not be eligible to participate in the Plan until
    the termination or expiration of such individual agreement.


For any and all purposes under this Plan, the term "employee" and
  "eligible employee" shall not include a person hired as an independent
  contractor, leased employee, consultant or a person otherwise designated by
  the Company at the time of hire as not on the Pfizer payroll or not eligible
  to participate in or receive benefits under the Plan, even if such ineligible
  person is subsequently determined to be an "employee" by any governmental
  or judicial authority. For purposes of the preceding sentence, a person shall
  only be considered on the Pfizer payroll if payment of compensation to such
  person is initially treated as subject to the withholdings and other deductions
  applicable to persons who are considered 'employees' for federal, state, and
  similar statutes imposing withholding obligations.

POLICY

  For purposes of this Plan, "Termination of Employment" or "Termination
  Date" means a separation from service within the meaning of Internal Revenue
  Code ("Code") Section 409A and applicable guidance thereunder ("Section
  409A").

  

  Severance benefits are payable to an eligible employee pursuant to this Plan
  in the following circumstance:

Involuntary Termination of Employment by the Company other than for Cause
  - Involuntary Termination of Employment by the Company for any reason (including,
  without limitation, position elimination, curtailment or cessation of operations,
  reorganization and performance-related termination) other than for Cause. 

  For purposes of this Plan, "Cause" means a willful breach of duty
  in the course of employment. No act, or failure to act, shall be deemed "willful"
  unless done, or omitted to be done, not in good faith and without reasonable
  belief that the action or omission was in the best interest of the Company and
  its subsidiaries.



  EXCLUSIONS

  Severance benefits are forfeited and not payable pursuant to this
  Plan in the following circumstances:


  
    

      1. Upon divestiture of a subsidiary, division, site, plant or other identifiable
      segment of the Company, when the eligible employee is offered a substantially
      comparable position with the acquiring entity with compensation and benefits,
      in the aggregate, substantially as favorable as those enjoyed by the eligible
      employee at the time of the divestiture.

    2. If an eligible employee is terminated for Cause. 

    3. If an eligible employee voluntarily resigns/retires from his or her
      employment. 

    4. If an eligible employee dies while in active service prior to notice
      by the Company of the eligible employee's involuntary termination other
      than for Cause.

    5. If an eligible employee becomes disabled (as defined by the terms of
      the disability plan in which he or she participates) while in active service,
      prior to notice by the Company of the eligible employee's involuntary termination
      other than for Cause. If the eligible employee returns to active service,
      he or she may be eligible to receive benefits as provided hereunder as if
      he or she was not disabled.

    6. If an eligible employee declines to sign a release agreement as a condition
      precedent to the receipt of severance benefits within sixty (60) days of
      his or her Termination of Employment (the "Release Agreement");
      provided, however, that such Release Agreement shall be substantially similar
      to the release agreement used by the Company immediately prior to his or
      her termination.

    7. If an eligible employee violates a non-compete and/or non-disclosure
      provision of the Release Agreement prior to the date of payment as reasonably
      determined by the Plan Administrator.

  





  NOTICE PERIOD 

  In all termination situations where an eligible employee is asked to sign a
  Release Agreement, the eligible employee will be given the necessary amount
  of time during which to consider and sign such Release Agreement - for an individual
  termination action, at least 28 calendar days of notice; for a group termination
  action, at least 52 calendar days of notice. Group actions are actions that
  involve two or more employees, as determined by the Plan Administrator. The
  eligible employee can be required to work through the Notice Period at the discretion
  of the Company.

In the event an eligible employee's separation is deemed by the Company to
  be covered by the Worker Adjustment Retraining Notification Act (WARN), or state
  WARN counterpart, the Company will provide such notice as is required by statute.


If an eligible employee ceases to provide services during the Notice Period
  as a result of Company action, and the eligible employee was being paid during
  the Notice Period then the eligible employee will be paid for the remainder
  of the Notice Period in addition to his or her benefits under this Plan. If
  an eligible employee ceases to provide appropriate services on his or her own
  initiative during the Notice Period and the eligible employee was being paid
  during the Notice Period, all Notice Period payments will end and the eligible
  employee will only receive benefits in accordance with the terms of this Plan.
  During the Notice Period, and subject to the continued provision of appropriate
  services during such Notice Period described above, the eligible employee will
  be paid his or her current base salary or wages as in effect on the date of
  the start of the Notice Period, excluding any bonus, stock and stock unit grants
  of any type, stock option income, short-term shift cash awards, premium pay,
  holiday bonuses, one-time payments, allowances, contest awards and other similar
  payments.

BENEFITS

  The Release Agreement is included with the materials eligible employees receive
  from the Company describing the arrangements for separation from service. Severance
  benefits payable under this Plan are subject to timely execution of the Release
  Agreement as follows:



  Without A Signed Release Agreement

  

  If an eligible employee does not sign and provide to the Company a Release Agreement
  within sixty (60) days following his or her Termination Date, he or she will
  not receive severance benefits under this Plan. 

  

  Benefits under all Company benefit plans and programs will terminate in accordance
  with the terms of those plans as they are normally applied to employees who
  resign or are terminated from their employment with the Company.



  With A Signed Release Agreement


  
    1. Amount of Benefits. If an eligible employee signs and provides
      to the Company a Release Agreement within sixty (60) days following his
      or her Termination Date, he or she will receive cash severance in an amount
      determined using the formula set forth on Schedule A attached hereto. 

      

      2. The minimum cash severance amount is 52 weeks of Pay and the maximum
      cash severance amount is 104 weeks of Pay.

      

      3. "Pay" for cash severance purposes is defined as the annualized
      base salary in effect on the date of the start of the Notice Period (or,
      if higher, the highest annualized base salary in effect during the 12 month
      period prior to the Notice Period) plus the target bonus in effect at the
      start of the Notice Period, and excludes stock and stock unit grants of
      any type, stock option income, short-term shift cash awards, premium pay,
      holiday bonuses, one-time payments, allowances, contest awards and other
      similar payments. Pay is divided by 52 to determine one week's Pay, but
      in no event will it include bonuses that have been previously rolled into
      base salary.

      

      4. Payment Date. The cash severance amount shall be paid in a lump
      sum, in cash, on the first business day of the seventh month following the
      eligible employee's Termination Date. Such amounts shall not be adjusted
      for interest or earnings.

      

      5. Medical Coverage. In addition, if the eligible employee does not
      meet the requirements for retiree medical coverage at the time of the Termination
      Date but is enrolled in a Company-sponsored medical plan, he or she may
      continue to participate in the medical plan for up to twelve (12) months
      following his Termination Date. To receive this coverage, the eligible employee
      must waive the right to COBRA continuation coverage. However, after the
      12 months of active rate coverage, the individual is eligible to continue
      to participate in the medical plan for up to an additional 18 months at
      full cost (100% of the cost to the employee and employer). 

      

      6. Life Insurance. The eligible employee may continue group term
      life insurance coverage at active employee rates for up to 12 months following
      his Termination Date at the current coverage amount. Subject to applicable
      state laws and availability by the vendor, conversion to an individual policy
      may be available when this coverage terminates.

    7. Other Benefits. Benefits under all Company benefit plans and
      programs will terminate in accordance with the terms of those plans as they
      are normally applied to employees who resign or are terminated from their
      employment with the Company other than as specifically set forth above,
      and active-service benefits will cease on the eligible employee's Termination
      Date, except as set forth above.

    8. The cash severance (as described above) will not be included as earnings
      under any other Company plan. 

    9. Benefits hereunder will be reduced by any outstanding debt owed by the
      eligible employee to the Company, to the extent permitted by Section 409A,
      and all applicable withholdings.

  



Notwithstanding the benefits payable under this Plan, the eligible employee
  shall remain entitled to: (1) any bonus payable with respect to services performed
  in the year prior to the year in which his or her Termination Date occurs to
  the extent not yet paid (and such bonus shall be paid by March 15th of the year
  in which his Termination Date occurs), and (2) the pro-rata payment of the target
  bonus payable for the year in which the Termination Date occurs which shall
  be payable under the terms of the Global Performance Plan in the regular course
  of business.



  RESTRICTION ON REEMPLOYMENT

  Unless specifically waived by the Plan Administrator, an employee who receives
  any benefits from this Plan may not be re-employed or retained by the Company
  or any of its affiliates in any capacity (including consulting arrangements)
  for a period of two years from his Termination Date. The Company reserves the
  right to terminate such services pursuant to this restriction and the affected
  employee will have no right to any additional cash severance or other benefits
  or remedies as a consequence of such termination. Should the Company not terminate
  an affected employee's services pursuant to this restriction, the employee will
  be required to repay the Company a pro-rata portion of any cash severance received.
  Such amount shall be determined by (1) multiplying the full amount of any cash
  severance received by a fraction, the numerator being the number of days from
  the Termination Date to the date of re-employment or other service date and
  the denominator being 730, and (2) subtracting such amount from the full amount
  of the cash severance.



  ADMINISTRATION AND RESPONSIBILITY

  The Plan Administrator is the Senior Vice President, Human Resources,
  Pfizer Inc, 235 East 42nd Street, New York, NY 10017, telephone 212-733-2323.


The Plan Administrator may, in his or her reasonable discretion, and subject
  to the provisions of the Plan, from time to time establish such rules and regulations
  and delegate any or all of his or her authority to administer the Plan to any
  other persons or committee he or she deems necessary or appropriate for the
  proper administration of the Plan.

Benefits under this Plan will be paid only if the Plan Administrator decides
  in his or her reasonable discretion that an eligible employee is entitled to
  them. The Plan Administrator shall make, in his or her reasonable discretion,
  all determinations arising in the administration, construction or interpretation
  of the Plan including the right to construe disputed Plan terms and provisions,
  and any such determination shall be conclusive and binding on all persons, except
  as otherwise provided by law. The Plan Administrator is authorized to approve
  exceptions to this Plan, in his or her reasonable discretion, within the limits
  prescribed by Section 409A, the Employee Retirement Income Security Act of 1974
  ("ERISA") as amended from time to time, and other applicable laws.
  This Plan is intended to comply with Section 409A, and to constitute a welfare
  benefit plan under ERISA, and shall be interpreted strictly in accordance with
  such foregoing intent. The Company reserves the right to decide whether the
  circumstances justify the payment of benefits under this Plan in any particular
  case, and the decision of the Company is final. The Company may delegate any
  or all its authority under the Plan to any other persons or committee it deems
  necessary or appropriate.

CLAIMS AND APPEALS PROCEDURE

  A claimant has the right to appeal a denied claim for benefits. Filing an appeal
  with the Plan Administrator from the initial denial of a claim for benefits
  in accordance with the Plan's claim review procedure is necessary before a claimant
  can file a lawsuit in a state or federal court to challenge the denial of the
  claim. Please refer to the Summary Plan Description for details on the claims
  and appeals procedure that must be followed to appeal a claim denial.



  AMENDMENT AND TERMINATION

  The Plan may be amended or terminated by the Company at any time for any reason,
  without or without notice. The Company reserves the right, by action of the
  Compensation Committee of the Board of Directors, or by any duly appointed successor
  committee or team, to amend, modify, suspend or terminate this Plan and to disqualify
  employees from eligibility under the Plan at any time for any reason or for
  no reason with or without notice. Any such action is not contingent upon the
  financial condition of Pfizer Inc. 

 


  
    
      
        
           

            SCHEDULE A

        

      

    

  



	 	
      

       NOTICE 

        PERIOD 

    	 	 
	 	 	 	 
	 	
      Period of Time to Consider a Release Agreement
      

    	
      No Signed Release Agreement 

    	
      Signed Release Agreement 

    	 	 
	
       

      Involuntary Termination Other Than 

        For Cause 

      

    	
      Number of

        Days 

    	
      Severance

    	
      Fixed

        Number of

        Weeks' Pay

      

    	
      Plus

    	
      Weeks of Pay Per

        Full Year of Service(1)

      

    
	
      28 - 60 

    	
      $0 

    	
      13

    	
      

    	
      3

    
	 	 	 	 
	 	 	 	 
	(1) Measured from most recent date
      of hire.