SUPPLEMENTAL PENSION INCOME PLAN
AS AMENDED TO FEBRUARY 6, 2000
SUPPLEMENTAL PENSION INCOME PLAN
SECTION 1.1. There is hereby established a Supplemental Pension Income Plan
in order to attract and hold officers and key employees in senior managerial and
other important positions with the Company and its Affiliates by providing such
executives compensation in the form of supplemental pension and retirement
income in amounts reasonably related to their compensation and the length of
their service with the Company.
SECTION 2.1. Whenever used herein, unless the context otherwise indicates,
the following terms shall have the respective meanings set forth below:
Affiliate: any person directly or indirectly controlling, controlled by, or
under direct or indirect common control with another Person. A Person shall be
deemed to control another Person if such Person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such other Person, whether through the ownership of voting
securities, by contract or otherwise.
Average Final Compensation: the total amount of an Employee's Compensation
for the three calendar years during which his Compensation was the highest of
the five year period of Service ending with his Retirement Date, divided by 3.
The determination of any currency exchange rate shall be made as of the
Average Final Salary: the total amount of an Employee's Salary for the three
calendar years during which his salary was the highest of the five year period
of Service ending with his Retirement Date, divided by 3. The determination of
any currency exchange rate shall be made as of the Retirement Date.
Basic Pension Income: the amount of annual pension benefits determined in
accordance with Article V hereof.
Board of Directors: the Board of Directors of the Company or the Executive
Committee: the Committee authorized to administer the Plan pursuant to
Article IX hereof.
Company: Warner-Lambert Company, its predecessors, or any successor to it in
ownership of substantially all of its assets, whether by merger, consolidation
Compensation: An Employee's Salary during the calendar year plus the amount,
if any, allocated to the Employee as additional incentive compensation with
respect to the preceding year pursuant to Section 3.4 of the Warner-Lambert
Company Incentive Compensation Plan, not including any amount allocated subject
to restrictions dependent upon future per share earnings of the Company.
Early Retirement Date: the first day of the calendar month coincident with
or next following any date, prior to a Participant's Normal Retirement Date and
on or after his 55th birthday, on which his employment shall terminate.
Employee: any person in the employ of the Company or its domestic
Internal Revenue Code: Internal Revenue Code of 1986, as amended.
Normal Retirement Date: the first day of the calendar month coincident with
or next following a Participant's 65th birthday.
Participant: a person who shall have met the requirements for participation
in the Retirement Plan as provided in Article III thereof and whose
participation in the Retirement Plan shall not have terminated as provided in
Pension Income Objective: the annual amount determined in accordance with
Article IV hereof.
Person: an individual, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, and a government or any department or
Plan: the Supplemental Pension Income Plan as set forth herein and as
amended from time to time.
Postponed Retirement Date: the first day of the calendar month coincident
with or next following any date, subsequent to a Participant's Normal Retirement
Date, on which his employment with the Company shall terminate.
Retired Senior Executive: a person who has met the requirements of Article
III or XIII, as the case may be.
Retirement Date: an individual's Retirement Date shall be his Normal, Early
or Postponed Retirement Date, whichever is coincident with or next follows his
termination of Service.
Retirement Plan: the Warner-Lambert Retirement Plan as in effect on the date
hereof and as subsequently amended.
Retirement Plan Benefit: the amount of the annual benefit that a Retired
Senior Executive is eligible to receive under the Retirement Plan (determined
without regard to the flat dollar benefit of Section 9 of Article VI of the
Retirement Plan) and under Article VII of this Plan, determined as of and
commencing on his Retirement Date or, if greater, the amount of such benefit
that he would have been eligible to receive if he had begun to participate in
the Retirement Plan when he first became eligible to do so and thereafter
neither voluntarily ceased to make contributions to, nor elected a refund of
contributions under, the Retirement Plan.
Salary: effective January 1, 1990, an Employee's annualized basic rate of
remuneration as of the first day of the calendar year for services performed for
the Company or its Affiliates, excluding any bonuses or other compensation.
Salary/Age Minimum: a number, representing the combination of Salary,
expressed in $1,000 units, and age required for eligibility for a Supplemental
Pension Income, which shall equal 200 on the effective date of the Plan. For
each calendar year subsequent to calendar year 1975, the Salary/Age Minimum
(i) the Salary/Age Minimum for the preceding year; plus or minus
(ii) one-fourth of the percentage increase or decrease in the Bureau of
Labor Statistics Consumer Price Index for Urban Wage Earners and Clerical
Workers: U.S. City Average, All Items, 1967=100, for such preceding year
multiplied by the difference between such preceding year's Salary/Age
Minimum and 65.
Service: a period of service with the Company or its Affiliates determined
in accordance with service rules applicable to the Retirement Plan in effect at
the time when the determination shall be made.
Spouse's Supplemental Pension Income: the annual amount of benefits to be
paid to a Surviving Spouse under Article VI hereof.
Supplemental Pension Income: the annual amount of benefits to be paid to a
Retired Senior Executive under Article VI hereof.
Supplemental Retirement Plan Income: the benefits to be paid to a
Participant (or his spouse, contingent annuitant or other person) under Article
Surviving Spouse: the person to whom an Employee or Retired Senior Executive
was married on the date of his death if the marriage occurred (a) on or before
the date on which the Retired Senior Executive's retirement income shall have
commenced or (b) at least one year prior to the death of the Employee who dies
prior to commencing receipt of benefits.
ELIGIBILITY FOR SUPPLEMENTAL PENSION INCOME
SECTION 3.1. An Employee shall be eligible to receive a Supplemental Pension
Income in an amount determined in accordance with Article VI hereof if he meets
the following requirements as of his Early or Normal Retirement Date:
(a) he has attained age fifty-five (55) or, for executives hired on or
after January 1, 1996, age sixty-two (62);
(b) he has completed at least five (5) years of Service;
(c) the sum of his Average Final Salary divided by $1,000 plus his age
in years equals or exceeds the Salary/Age Minimum;
(d) he is not entitled to receive Equity Annuity Retirement Income
pursuant to Article VII of the Retirement Plan;
(e) he holds a non-banded corporate officer position or a senior
management position designated by the Company as eligible to participate in
this Plan (as set forth in the attached Appendix II, as revised from time to
(f) if his employment with the Company terminates on an Early Retirement
Date prior to age 62, the Committee has approved his eligibility.
SECTION 3.2. The Committee, acting within its discretion, may designate an
Employee who meets all of the requirements of Section 3.1 hereof as of his Early
or Normal Retirement Date except (c) and/or (e) as being eligible to receive a
Supplemental Pension Income provided:
(a) with respect to Section 3.1(c), the sum referred to therein equals
or exceeds 90% of the Salary/Age Minimum as of his Early or Normal
Retirement Date; and
(b) with respect to Section 3.1(e), the Employee held a non-banded
corporate officer position or a senior management position designated by the
Company as eligible to participate in this Plan (as set forth in the
attached Appendix II, as revised from time to time) during at least 24
months of the five year period of Service ending with his Early or Normal
SECTION 3.3. For the purposes of Section 3.1 and Section 3.2, an Employee
whose Service is terminated by his death shall be deemed to have retired
immediately prior to the date of his death. If he would have qualified as a
Retired Senior Executive at that time, his Surviving Spouse, if any, shall be
eligible for a Spouse's Supplemental Pension Income in accordance with Section
PENSION INCOME OBJECTIVE
SECTION 4.1. For each Retired Senior Executive whose employment terminates
on a Normal or Postponed Retirement Date, his Pension Income Objective shall be:
(a) Executives Hired Before January 1, 1996:
(i) 3.36% for each year of his Service after he attains age 45, up to
10 years; plus
(ii) 2.24% for each year of his Service after he attains age 45, in
excess of 10 and up to 20 years times his Average Final Compensation. No
period of Service after Normal Retirement Date shall be taken into
account in determining a Pension Income Objective, except as otherwise
required by law.
A person is considered to have attained age 45 on the first day on the month
coincident with or next following his 45th birthday.
(b) Executives Hired On Or After January 1, 1996
The Pension Income Objective shall be the percentage of Average Final
Compensation determined in accordance with the schedule attached hereto
as Appendix I.
SECTION 4.2. For each Retired Senior Executive hired before January 1, 1996
whose employment with the Company terminates on an Early Retirement Date, a
Pension Income Objective shall be
calculated in the amount provided in Section 4.1 hereof, reduced by the amount
obtained by multiplying the sum of:
(i) 6% for each year, if any, between the date payments commence under
this Plan and his 60th birthday; plus
(ii) 3% for each year, if any, between the later of the date payments
commence under this Plan or his 60th birthday and his 62nd birthday.
SECTION 4.3. Periods of Service and age of less than a year shall be
included in the calculations required by this Article IV as the number of months
in such period divided by 12. Credit shall be given for each month through the
first of the month coincident with or next following the completion of such
BASIC PENSION INCOME
SECTION 5.1. For each Retired Senior Executive there shall be computed a
Basic Pension Income as of his Retirement Date. The Basic Pension Income shall
equal the sum of the amounts of annual pension benefit determined in accordance
with Section 5.2 or Section 5.3, whichever is applicable.
SECTION 5.2. The Basic Pension Income for each Retired Senior Executive
whose employment with the Company terminates on a Normal or Postponed Retirement
Date shall be the sum of the following amounts determined as of his Normal
Retirement Date and converted as hereinafter described:
(a) his Retirement Plan Benefit;
(b) the amount of any pension benefit that he is eligible to receive or
has previously received under a pension plan maintained by any Affiliate of
the Company or any other company;
(c) for executives hired on or after January 1, 1996, the pension
equivalent of the amount of the company provided benefit that he is eligible
to receive or has previously received under a defined contribution plan
maintained by any Affiliate of the Company or any other company if such plan
is the primary retirement income plan of such company;
(d) the amount of any annual pension benefit that he is eligible to
receive or has previously received under the Social Security Act or would be
eligible to receive if he were to realize no net earnings from
self-employment and no wages for services rendered after his Retirement
(e) the amount of any pension, retirement income, severance or
termination pay (or similar benefit) that he is eligible to receive or has
previously received which is required under the law of any country other
than the United States of America or under the law of any territory or
possession of the United States of America; and
(f) the amount of any other pension benefit that he is eligible to
receive or has previously received under any other pension plan, contract or
program, including a pension plan established by the Retired Senior
Executive with respect to periods of self-employment.
Amounts of Basic Pension Income shall be determined before any reduction
which may have resulted from an election by the Retired Senior Executive to
receive a lump-sum benefit in lieu of a pension benefit, whether or not related
to his own contributions. The amount of any annual pension benefit payments
which commence prior or subsequent to Normal Retirement Date shall be determined
as if the payment of such benefits commenced on Normal Retirement Date
irrespective of the date on which the pension actually commenced. The amount of
any annual pension (not including Section 5.2(d) amounts) determined at Normal
Retirement Date other than on the basis of a single life annuity for a Retired
Senior Executive who is not married or on a 50% joint and survivor basis for a
Retired Senior Executive who is married shall be converted actuarially to a
pension payable on such basis, respectively, using the actuarial assumptions
specified in Section 7 of Appendix B of the Retirement Plan.
Any amount of Basic Pension Income which is payable from a plan under which
the normal form of benefit is not a pension benefit shall be converted using the
actuarial assumptions specified in Section 7 of Appendix B of the Retirement
Plan to a pension payable at age 65 on the basis of a single life annuity for a
Participant who is not married or on a 50% joint and survivor basis for a
is married. The conversion shall be based upon the age of the person and value
of such benefit when the executive terminated employment with the company
maintaining such plan.
For purposes of this Article V, the marital status of a Retired Senior
Executive shall be determined at the Retirement Date and the actual date of
birth of the current spouse will be used.
The determination of any currency exchange rate for any amount of Basic
Pension Income payable in other than U.S. dollars shall be made at the last day
of the second month preceding the Retirement Date. If the exchange rate on such
date is not representative of the exchange rate in effect over a representative
period, then the Company may select an average exchange rate in effect over a
representative period of time.
SECTION 5.3. The Basic Pension Income for a Retired Senior Executive who
terminates employment on an Early Retirement Date shall be the sum of the
amounts of annual pension benefits listed in Section 5.2 hereof, determined as
if the payment of such benefits commenced on the Retired Senior Executive's
Normal Retirement Date. Each component of Basic Pension Income shall be
actuarially reduced (based upon the factors of the plan under which the benefit
is being provided or, if such factors are not available or applicable, under the
factors applicable to the Retirement Plan in effect on the Retirement Date) to
the later of the Early Retirement Date or the earliest date such pension
benefits are actually available. In the event that the payment of any annual
pension benefit listed in Section 5.2 hereof shall first become available on a
date following the Early Retirement Date of such Retired Senior Executive, the
amount of such annual pension benefit shall be included in the Basic Pension
Income of such Retired Senior Executive only from and after the first date on
which the benefit is available. As applied to Social Security benefits, the
preceding sentence shall be applied to a Retired Senior Executive (1) whose
Retirement Date is prior to age 62 by estimating the amount of Social Security
benefits that will be available at age 62 based upon the law in effect at the
Retirement Date, with such amount being included in the Basic Pension Income of
such Retired Senior Executive commencing at age 62, and (2) whose Retirement
Date is at or after age 62 by including the amount of Social Security benefits
available at the Retirement Date based on the law in effect at such Retirement
Date in the Basic Pension Income of the Retired Senior Executive commencing at
the Retirement Date.
SECTION 5.4. Notwithstanding the foregoing, payments to or other amounts
realized by the Retired Senior Executive pursuant to a deferred compensation
agreement, a profit sharing plan (except as provided in Section 5.2(c) hereof),
a stock option or alternate stock plan or any other incentive compensation plan
or agreement shall not be included in computing his Basic Pension Income.
SUPPLEMENTAL PENSION INCOME
SECTION 6.1. There shall be paid to each Retired Senior Executive who
commences payment of benefits hereunder, a Supplemental Pension Income which
shall be an annual amount equal to the excess, if any, of his Pension Income
Objective computed in accordance with Article IV hereof over his Basic Pension
Income computed in accordance with Article V hereof, except as provided in
SECTION 6.2. With respect to executives hired by the Company on or after
January 1, 1996, the Pension Income Objective based upon service (as provided in
Section 4.1(b)) shall be reduced by another employer's benefit in accordance
with Section 5.2(b) only to the extent that total annual pension income from all
sources (including this Plan) exceeds the maximum objective set forth in
Appendix I for the age at which the executive terminates employment with the
SECTION 6.3. If a Retired Senior Executive shall die survived by a Surviving
Spouse, such Surviving Spouse shall be paid a Spouse's Supplemental Pension
Income which shall be an amount equal to one-half of the amount of the
Supplemental Pension Income which otherwise would have been payable to the
Retired Senior Executive.
SUPPLEMENTAL RETIREMENT PLAN INCOME
SECTION 7.1. There shall be paid to each Participant (or his spouse,
contingent annuitant or other person), in accordance with Section 7.2 hereof, a
Supplemental Retirement Plan Income which shall be the additional amount which
would have been payable to him or her from the Retirement Plan if the
limitations of the Internal Revenue Code were not applicable. For this purpose,
the limitations of the Internal Revenue Code include, but are not limited to,
Sections 415, 401(a)(17) and 401(a)(4), and therefore, this Section 7.1 shall
include, but not be limited to, the additional amount that would be payable to
him or her if Compensation as defined in the Retirement Plan was to include
deferred annual bonuses (but not long term bonuses) and Compensation in excess
of $150,000 (as adjusted) ).
SECTION 7.2. Payment of Supplemental Retirement Plan Income to a Participant
or to his spouse, contingent annuitant or other person shall be governed by the
provisions of the Retirement Plan in all respects (including payment
commencement date), except that any amounts otherwise payable as Equity Annuity
Retirement Income as referred to in Article VII of the Retirement Plan shall be
payable hereunder as Dollar Annuity Retirement Income as referred to in Article
VI of the Retirement Plan.
ABSENCE OF FUNDING
Section 8.1. The sole obligation of the Company hereunder to a Retired
Senior Executive, Surviving Spouse, Participant, or any other person claiming
through or under any such individual, is a contractual obligation to make
payments in accordance with the terms hereof. No amount of cash or other
property shall be set aside as a separate trust for the payment of any
Supplemental Pension Income or Supplemental Retirement Plan Income under the
Plan, except that the Company may, in its sole discretion, establish a trust for
the purpose of paying benefits under the Plan, the assets of which shall remain
subject to the claims of the general creditors of the Company in the event of
the Company's bankruptcy or insolvency, in accordance with the provisions of any
such trust. Any amounts payable under the Plan shall be paid by the Company
directly only out of the general assets of the Company, or shall be paid from
such a trust.
SECTION 8.2. No Retired Senior Executive or other Employee shall acquire, or
otherwise be vested with, any rights under Article VI of the Plan prior to his
SECTION 8.3. Participation in the Plan shall not confer upon any Employee
the right to remain in the employ of the Company or its Affiliates, and the
right and power of the Company or its Affiliates to dismiss or discharge any
Employee is specifically reserved.
SECTION 9.1. The Plan shall be administered by a Committee of not less than
three members to be appointed by the Board of Directors from among its own
members, none of whom shall be Employees. The membership of the Committee may be
reduced, changed or increased from time to time in the absolute discretion of
the Board of Directors. The Committee shall select a Chairman from among its
members and designate any person as Secretary, who need not be a member of the
Committee and who may be an Employee. The Secretary shall keep all records of
meetings of the Committee and of any actions taken by the Committee. A majority
of the Committee shall constitute a quorum and the decision of a majority of the
members of the Committee present at any meeting at which a quorum is present,
expressed from time to time by a vote at a meeting (including a meeting held by
telephone conference call or in which one or more members of the Committee
participate by telephone), or the decision of a majority of the members
expressed in writing without a meeting, shall govern and control the exercise of
the authority of the Committee.
SECTION 9.2. The Committee shall have full discretionary power to construe
and interpret the Plan, to determine any and all questions arising under the
Plan, including the right to remedy possible
ambiguities, inconsistencies and omissions, and to establish and amend rules and
regulations for its administration. All such determinations, constructions,
interpretations, rules and regulations made pursuant to this Section 9.2 shall
be conclusive and binding upon all Employees and on all persons claiming under
or through any Employee.
SECTION 9.3. The Committee shall determine, within its discretion, the
actuarial methods and assumptions to be used in determining any amount payable
under the Plan. The Committee may rely on the advice of such independent
actuaries or other persons as it may deem proper in making such determination.
SECTION 9.4. No member of the Board of Directors or of the Committee shall
be liable for any act or action, whether of commission or omission, taken by any
other member, or by any officer, agent or employee or by any investment advisor
or financial institution appointed by any such person; nor, except in
circumstances involving his bad faith, for anything done or omitted to be done
SECTION 9.5. The Committee may require, as a condition to the payment of any
amounts under this Plan, that a Retired Senior Executive or Surviving Spouse
disclose such information as the Committee shall deem necessary to determine the
Basic Pension Income of such Retired Senior Executive. All such information
shall be held in confidence by the Committee. In the event that the Committee
shall determine that all such necessary information shall not have been
provided, it shall redetermine the Basic Pension Income and the amount of the
Supplemental Pension Income to be paid thereafter, and it may, on a finding of
an intentional omission or misrepresentation by a Retired Senior Executive or
Surviving Spouse, reduce subsequent payments by the amount of any such prior
payments in excess of amounts actually due or terminate payments under the Plan
to such Retired Senior Executive or Surviving Spouse.
MANNER OF PAYMENT OF SUPPLEMENTAL PENSION INCOME
SECTION 10.1. An amount equal to one-twelfth of the Supplemental Pension
Income shall be paid to a Retired Senior Executive commencing on the date
payments begin from the Retirement Plan and on the first day of each calendar
month thereafter, but not after the first day of the calendar month in which the
Retired Senior Executive shall die.
SECTION 10.2. An amount equal to one-twelfth of the Spouse's Supplemental
Pension Income provided in accordance with Section 6.3 hereof shall be paid to a
Surviving Spouse on the first day of the calendar month next following the month
in which the Retired Senior Executive shall die, and on the first day of each
calendar month thereafter, but not after the first day of the month in which the
Surviving Spouse shall die.
SECTION 11.1. Neither the establishment of this Plan, nor any modification
thereof, nor the payment of any benefits, shall be construed as giving to any
Employee, Participant, Retired Senior Executive, Surviving Spouse or other
person any legal or equitable right against the Company, or any officer or
employee thereof, except as herein provided. Under no circumstances shall the
terms of employment of any Employee, Participant, Retired Senior Executive or
any other person be modified or in any way affected thereby.
SECTION 11.2. 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
SECTION 11.3. 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 spouse, children or other
dependents, or any of them, or other beneficiary, in such manner and in such
proportion as the Committee shall determine.
SECTION 11.4. 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 and the Committee shall be discharged from all further liability for
SECTION 11.5. Each Retired Senior Executive shall, after his Retirement
Date, make himself available for such consultative and advisory services as the
Company may reasonably request, taking fairly into consideration the age,
health, residence, and individual circumstances of the Retired Senior Executive
and the total amount of his Supplemental Pension Income. If such Retired Senior
Executive shall unreasonably refuse to render such services, the Company's
obligation to make further payments under the Plan shall forthwith terminate.
SECTION 11.6. 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 conflicts of laws).
SECTION 11.7. 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 11.8. No loan shall be made by the Company to any person of any
amount of his benefit hereunder or of any amount the security for which is his
SECTION 11.9. Any benefit hereunder which is unclaimed, including
outstanding checks, may, as determined by the Committee, be forfeited.
AMENDMENT AND EFFECTIVE DATE
SECTION 12.1. The Board of Directors shall have the right at any time or
from time to time to modify, amend or terminate the Plan in whole or in part;
provided, however, that no such modification, amendment or termination shall
reduce the amount of any benefits payable under the Plan on the date thereof;
and further provided, that following a Change in Control of the Company (as
defined in Section 13.2 hereof), no modification or amendment shall be made,
directly or indirectly, to the provisions of Article XIII hereof without the
consent of 90% of the individuals described therein.
SECTION 12.2. Notwithstanding anything in Section 12.1 to the contrary, the
Committee may adopt any amendment to the Plan 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 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, and (d) does
not affect the limitations contained in this sentence and does not affect the
composition or compensation of the Committee.
SECTION 12.3. This document restates the Plan in its entirety, as adopted by
the Board of Directors, effective January 1, 1975, and as amended by all
amendments to the Plan since that date. In the case of Employees who terminate
employment with the Company after January 1, 1980, the determination of Salary
and Compensation for all years shall be in accordance with the terms of the Plan
as then in effect.
SECTION 12.4. Subject to the restriction of Section 12.2 or action by the
Board of Directors or the Committee to the contrary, this Plan shall be deemed
amended or modified at the time of amendment
or modification of the Retirement Plan to the extent necessary to (i) provide
consistency in the provisions of this Plan and the Retirement Plan with respect
to definitions and their related operational provisions, and (ii) maintain the
relationship between the benefits provided by this Plan and the Retirement 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 Retirement Plan unless the Board of Directors or Committee declare
SECTION 12.5. All actions, including Plan amendments, which are undertaken
by the Board of Directors or the Committee shall be authorized by a duly adopted
resolution approved by the respective body.
EFFECT OF CERTAIN EVENTS
SECTION 13.1. Notwithstanding anything to the contrary contained in this
Plan, the provisions set forth in this Section shall apply following a Change in
Control of the Company (as defined in Section 13.2 hereof):
(a) an Employee shall be eligible to receive a Supplemental Pension
Income in an amount determined in accordance with Article VI hereof if he
held a non-banded corporate officer position or a senior management position
designated by the Company as eligible to participate in this Plan (as set
forth in the attached Appendix II, as revised from time to time) prior to
such Change in Control of the Company and an 'Activation Event' (as defined
in the Executive Severance Plan) shall have occurred with respect to such
(b) the provisions of Sections 9.5 and 11.5 shall no longer apply; and
(c) as soon as practicable after an Employee has satisfied the
requirements set forth in (a) above (whether or not such Employee has
terminated his Service), or with respect to a Retired Senior Executive, as
soon as practicable upon such Change in Control of the Company, the Company
shall furnish to such Employee or Retired Senior Executive (or, if
applicable, his Surviving Spouse) a letter which acknowledges the right of
such Employee or Retired Senior Executive (or Surviving Spouse) to receive,
and the obligation of the Company to provide, benefits in accordance with
the provisions of this Plan. The Company shall furnish a similar letter to
each Participant (or his spouse, contingent annuitant or other person) who
is receiving or is entitled to receive Supplemental Retirement Plan Income
pursuant to Article VII hereof. The aforementioned letters shall constitute
an enforceable contract with the Company.
SECTION 13.2. 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 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.
SECTION 13.3. 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 as Supplemental Retirement Plan Income
under Article VII hereof.
SECTION 13.4. Article XIII hereof shall not apply to any employee who is not
an 'Employee' (as defined in Section 3.1 of the Enhanced Severance Plan) as of
the date of approval by the stockholders of Warner-Lambert Company of the
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 Company. The foregoing shall not affect the rights of any
beneficiary of a Participant.
LUMP SUM PAYMENT
SECTION 14.1. Notwithstanding any other provisions hereof, in the event that
(x) an Employee receives a lump sum payment from the Retirement Plan in lieu of
all other benefits under such plan or (y) the benefit under this Plan which is
payable to the Employee is less than $50 per month at normal retirement age or
at any earlier date in which benefits are payable hereunder (regardless of the
amount payable to such employee from the Retirement Plan), then the Employee
shall receive a lump sum payment of the benefit which is payable from this Plan
with the amount thereof determined in accordance with Section 6 of Appendix B of
the Retirement Plan.