Pfizer Employee Separation Plan Document
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SUMMARY PLAN
Description
Introduction
Pfizer Inc (the “Company”) is the sponsor of the Pfizer Employee Separation Plan (the “Plan”). The Plan provides severance pay benefits under certain circumstances to eligible employees of the Company and its affiliates that adopt the Plan (collectively, the “Participating Companies”). The Plan was amended effective April 16, 2005, and this restatement immediately replaces the prior provisions of the Plan and any prior severance plans or arrangements maintained or offered by the Participating Companies.
This Summary Plan Description (SPD) describes the Plan and is designed to answer questions that you may have about the Plan and its administration. The SPD is a general overview of the Plan and does not attempt to cover all details. These details are contained in the official Plan document. If there is any discrepancy between the SPD and the official Plan document, the official Plan document shall control.
Eligibility
You are eligible to participate in the Plan if, at the time of your termination of employment, you meet the coverage requirements described below and all of the following apply:
• You are a regular full-time or part-time employee in one of the 50 states or the District of Columbia, or an employee paid from the United States under the Global Employee Policy;
• The terms and conditions of your employment are not otherwise covered by a written agreement;
• The terms and conditions of your employment are not covered by a collective bargaining agreement (unless the agreement specifically provides for coverage under the Plan);
• You are not one of the Company’s elected Corporate Officers or an employee whose compensation is subject to individual approval by Pfizer’s Executive Committee (“Executive Committee”) and
• You are not eligible for severance benefits under any other arrangement, plan, policy or program sponsored by Pfizer, a Participating Company or any of their affiliates.
For any and all purposes under this Plan, the term “employee” does not include a person hired as an independent contractor, leased employee or consultant or a person otherwise designated by a Participating Company at the time of hire as not on the 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.
Coverage
If you are an eligible employee as set forth above, severance benefits are payable if your employment terminates under one of the following circumstances:
1. Performance-related Terminations
Involuntary termination of employment where you do not meet the performance requirements of your job. The decision as to whether severance is payable in this instance is made by the Plan Administrator or its designee, in its sole and absolute discretion. The amount of severance pay will be determined in accordance with the Severance Pay Summary for Performance-related Terminations that is provided in this SPD.
2. Terminations Due to Curtailment or Cessation of Operations/Re-organization/Position Elimination Involuntary termination of employment that is the direct result of curtailment or cessation of operations, re‑organization or position elimination, as determined by the Company. The amount of severance pay will be determined in accordance with the Severance Pay Summary for Curtailments that is provided in this SPD.
3. Adapting to Scale (AtS) Terminations
Involuntary termination of employment due to AtS, as determined by the Company. Benefits are determined under the provisions of the Plan, as described in this SPD, as supplemented by Appendix A. The amount of severance pay will be determined in accordance with the Severance Pay Summary for AtS Involuntary Terminations that is provided in this SPD.
Exclusions
Even if you are an eligible employee as set forth above, severance benefits are not payable if any of the following apply in your situation:
1. You are offered or designated to a comparable position with the Company not requiring relocation of residence. The Plan Administrator, in its sole and absolute discretion, shall determine comparability of positions and whether relocation is required.
2. Upon divestiture of a subsidiary, division, site, plant or other identifiable segment of the Company, you are offered employment with the acquiring entity.
3. Your termination is “for cause.” Termination of employment “for cause” includes, but is not limited to, terminations for significant breach of Company policy, inadequate work performance due to intentional or deliberate misconduct or intentional or deliberate failure to act, destruction of Company property, commission of unlawful acts against or reflecting on the Company, or similar occurrences. The Plan Administrator, or its designee, in its sole and absolute discretion, shall determine the existence of cause for termination of employment.
4. You voluntarily resign or retire from your employment.
5. You die or become disabled while in active service or before executing your Release Agreement (see below) required to receive benefits from this Plan.
Severance Benefits
If you meet the eligibility criteria described herein and your employment is involuntarily terminated, you will receive severance pay in accordance with the Severance Pay Summary contained in this SPD. Service is determined from your most recent date of hire to your Termination Date and includes full and partial years, as determined by the Plan
Administrator. The Termination Date is defined as the last date you provide or could be required to provide services to a Participating Company (generally, at the end of the Notice Period), as determined by the Plan Administrator.
Severance benefits will be paid in the form of a lump sum unless the Plan Administrator, in its sole and absolute discretion, determines that severance benefits will be paid in the form of installments. Payment will begin as soon as practicable following the later of your Termination Date or the date your fully executed Release Agreement is
received by the Plan Administrator.
Severance benefits will be reduced by any outstanding debt owed by you to Pfizer, a Participating Company or any of their affiliates, where permitted by law, including but not limited to loans granted by any such entity, advanced vacation pay or salary or expense advances. Any termination benefits you are eligible to receive pursuant to governmental statutes and regulations will reduce the amount payable to you under this Plan. Payments shall also be reduced by any withholding required by law or court decree, including any applicable child support payments.
Any benefits payable under the Plan will cease if there is a violation of a non-compete and/or non-disclosure agreement as determined the Plan Administrator in its sole and absolute discretion, and the Company will require repayment of any severance pay under these circumstances.
Should you die after the Plan Administrator has received and accepted your fully executed Release Agreement but before your having received the full amount of severance benefits to which you are entitled, the remainder of the severance benefit will be paid in a lump sum to your estate.
Pay
“Pay” for severance pay purposes is defined as base salary or wages (annualized) in effect on the day your Notice Period starts, plus up to one full year’s regular bonus paid in the 12 months preceding the Notice Period. This amount is divided by 52 to determine one week’s pay. In no event will “pay” include amounts such as bonuses that
have been previously rolled into base salary.
“Pay” for notice pay purposes is defined as current base salary or wages.
In all cases, “pay” excludes overtime, shift differentials, premium pay, holiday bonuses, one-time payments, allowances, contest awards, stock option income, stock grants of any type, as well as other similar payments.
Other Benefits
• Active-service benefits will cease on your Termination Date.
• Eligibility for any retiree medical, dental and/or life insurance coverage is determined as of your Termination Date
and under the terms of the applicable plan.
• The controlling conditions of each stock option grant are contained in the terms of the stock option grant letters,
the Points of Interest and the applicable stock plan.
• Severance pay in any form will not be considered or included as earnings under any plan sponsored by Pfizer, the Participating Companies or any of their affiliates. Further, if severance is paid as partial payments, the period of partial payments will not be taken into consideration in determining your age and service under any provision of any plan sponsored by Pfizer, the Participating Companies or any of their affiliates.
Release Agreement
No benefits will be payable under this Plan unless you execute (and do not revoke) your written Release Agreement, in a form prescribed by the Plan Administrator, of all claims against Pfizer, the Participating Companies and their affiliates arising out of your employment or termination. The Release Agreement is provided to you with the materials you would receive if your employment is involuntarily terminated under the terms of the Plan.
Notice Period
In any termination situation where an employee is asked to sign a Release Agreement, the employee must be given a certain amount of time to consider and sign such Release Agreement. Therefore, if you are involved in an individual termination action, you will receive at least a 21-day paid Notice Period; for a group termination action, you will
receive at least a 45‑day paid Notice Period. In cases of plant closings or mass layoffs, as defined by the Worker Adjustment and Retraining Notification Act (“WARN”), at least a 60-day paid Notice Period will be provided. The Plan Administrator will make any determinations as to whether a termination is (1) part of a group termination action, or (2) a termination covered by WARN. You are expected to work through any paid Notice Period. The term “paid Notice Period” means the period (measured in consecutive calendar days) following the date you receive notice of termination, where you are expected to work and will continue to be paid, based on your regular workweek.
The Participating Company, in its sole and absolute discretion, may terminate your active services at any time during the Notice Period; in such instance, you will be paid for the remainder of the Notice Period in addition to your severance pay. However, if you cease to provide satisfactory services on your own initiative during the Notice Period, your employment will terminate, all Notice Period payments will end and you will receive only severance benefits in accordance with the terms of this Plan. In such an instance, satisfactory services shall be determined by the Plan Administrator or its designee, in its sole and absolute discretion.
Restriction on Re-employment
If you receive benefits under this Plan, you may not be re-employed or retained by the Company, any Participating Company or any of their affiliates in any capacity (including consulting arrangements) for a period of two years following your Termination Date.
Administration
The Plan Administrator may, in its sole and absolute discretion, delegate supervision of the operation of the Plan.
The Plan Administrator is authorized to approve exceptions to this Plan, in its sole and absolute discretion, or in the sole and absolute discretion of any person or entity to whom the Plan Administrator has delegated such authority. The Plan Administrator reserves the right to decide whether circumstances justify the payment of severance benefits under this Plan in any particular case. Any decision is subject to the appeal procedure described
later in this SPD.
The Plan Administrator has final and absolute discretion to interpret the terms of the Plan, to determine eligibility for benefits and amount of benefits to be paid, up to the maximum established in the Plan, to resolve any ambiguities and to make all decisions, and such determinations and decisions shall be conclusive and binding to all parties. Any interpretation or determination made pursuant to such discretionary authority shall be given full force and effect, unless it can be shown that the interpretation or determination was arbitrary and capricious, based exclusively on the record before the Plan Administrator or its delegate at the time of the decision.
The Plan and its records are maintained on a calendar year basis, or as required by any federal, state or local statutes or regulations.
Denial of Claim and Appeal Procedures
You have the right to appeal a denied claim for benefits. Filing an appeal from an initial denial of a claim for benefits in accordance with the Plan’s claim review procedure is necessary before you can file a lawsuit in any court to challenge the denial of the claim.
If your claim for benefits is denied, in whole or in part, the Plan Administrator will notify you or your authorized representative within 90 days of having received your initial claim for benefits. If special circumstances require extra time to process your claim, you will receive written notice of the extension and the reasons for it, before the end of the initial 90-day period. The extension will not exceed a period of 90 days from the end of the initial 90-day period. If you do not receive a response to your claim within this time limit, you can assume that the claim has been denied and you can then begin your appeal.
If you are denied a claim for benefits, you will receive in writing:
• An explanation of the specific reason(s) for the denial;
• Specific references to the pertinent Plan provisions on which the denial is based;
• A description of any additional material or information necessary for you to properly establish the claim and an explanation of why such material or information is necessary and
• An explanation of the steps you can take to submit the claim for review, including a statement of your right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974 (“ERISA”) following an adverse benefits determination on review (i.e., a denial of appeal).
To appeal a denied claim, you or your authorized representative must, within 60 days after receiving the notification of denial, submit a written request for reconsideration of the claim to the Plan Administrator. Your request for reconsideration should be accompanied by all documents or records that you feel may support your appeal and that you wish to have considered. At that time, you or your authorized representative have the right to review all pertinent documents and submit issues and comments in writing.
A decision regarding your appeal will be made within 60 days. If special circumstances require extra time to determine the appeal, you will receive written notice of the extension and the reasons for it, before the end of the initial 60-day period. The extension will not exceed a period of 60 days from the end of the initial 60-day period. If you do not receive a decision by the expiration of said period, you may consider the appeal to have been denied. The decision on appeal shall be made by the Plan Administrator.
If your appeal is denied, you will receive a written explanation of the reason(s) for the decision, with references to those Plan provisions upon which the final decision was based, and a statement that you have the right to bring action under Section 502(a) of ERISA.
Legal Action
You may not bring a lawsuit to recover benefits under the Plan until you have exhausted the internal administrative process described earlier. No legal action may be commenced at all unless commenced no later than one year following the issuance of a final decision on the claim for benefits, or the expiration of the appeal decision period if no decision is issued. This one-year statute of limitations on suits for all benefits shall apply in any forum where you may initiate such a suit.
No Contractual Rights
Eligibility to participate in the Plan does not confer the right to continuing employment with the Company, any Participant Company or any of their affiliates. The information provided in this summary is not intended to create any contractual rights or claims on the part of anyone.
Amendment and Termination
The Plan Administrator reserves the right to amend, modify, suspend or terminate the Plan at any time for any reason, with or without notice. Any such action is not contingent upon the financial condition of the Company or any of the Participating Companies.
Severability
Should any portion of the Plan be declared null for any reason by a court of competent jurisdiction, the rest of the Plan shall continue in full force and effect.
Plan Documents
This SPD describes only the highlights of the Pfizer Employee Separation Plan. It does not attempt to cover all details. These are contained in the official Plan document. That document, as well as the annual report of Plan operations and the Plan description, is available for review through request to the Plan Administrator by Plan participants and beneficiaries during regular working hours at the employee’s site of employment. Upon written request to the Plan Administrator, copies of any of these documents will be furnished to any Plan participant within 30 days, for a reasonable copying fee. If there is a discrepancy between this SPD and the official Plan document, the official Plan document shall control.
Your Rights Under ERISA
Participants in the Pfizer Employee Separation Plan are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (“ERISA”). ERISA provides that all Plan participants shall be entitled to:
• Examine, without charge, at the Plan Administrator’s office or at the office of Human Resources of the employee’s site of employment, all Plan documents governing the Plan and a copy of the latest annual report filed with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefit Security Administration.
• Obtain copies of all Plan documents and other Plan information governing the operation of the Plan, upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.
• Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.
In addition to creating rights for Plan participants, ERISA imposes duties upon those who are responsible for the operation of the Plan. Those who operate the Plan, who are called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Plan participants and beneficiaries.
No one, including your employer or anyone else, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or for exercising your rights under ERISA.
If a claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan Administrator review and reconsider the claim.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of the plan documents or the latest annual report from the Plan Administrator and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the
materials, and pay you up to $110 a day until you receive the materials, unless the materials were not sent for reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in state or federal court.
If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person
you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees if, for example, it finds the claim frivolous.
If you need additional information or have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue NW, Washington, D.C. 20210. You may also
obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
Other Important Information
Name of the Plan Pfizer Employee Separation Plan
Name of the Plan Sponsor Pfizer Inc
235 East 42nd Street
New York, New York 10017
Employer Identification Number 13-5315170
Plan Number 516
Plan Year January 1 to December 31
Participating Companies As designated by Pfizer Inc
Type of Plan Welfare benefit plan
Type of Administration Self-administered; benefits are paid from Company assets
Plan Administrator’s Name & Business Telephone Number
Pfizer Inc
Attn: SVP, Human Resources
235 East 42nd Street
New York, New York 10017
Agent for Service of Legal Process Pfizer Inc
Legal Division
235 East 42nd Street
New York, New York 10017
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