Amendment No. 2 to Pfizer Inc. Deferred Compensation Plan

Summary

This amendment updates the Pfizer Inc. Deferred Compensation Plan, specifically addressing how deferred compensation is distributed in the event of a change in control of the company. For compensation earned before January 1, 2017, participants will receive an immediate lump sum payment if a qualifying change in control event occurs, with timing depending on when the event happens. For compensation earned on or after January 1, 2017, these automatic distribution rules do not apply. The amendment clarifies participant rights and distribution timing under different scenarios.

EX-10.1 2 pfe-07032016x10qexhibit101.htm PFIZER DEFERRED COMPENSATION PLAN Exhibit

Exhibit 10.1

AMENDMENT No. 2

to the

PFIZER INC DEFERRED COMPENSATION PLAN

****

(New material in bold and italics)

Section 5.11 of Article 5 is amended to read as follows:

5.11 Change in Control.

(a) As to any amounts deferred in respect of Compensation earned in any year commencing prior to January 1, 2017, the following rules shall apply:

(1) in the event of a Change in Control that occurs on or prior to the first anniversary of the effective date of this amendment, notwithstanding any provision in the Plan to the contrary or the election made by a Participant on a Deferral Election Form under Sections 5.2, 5.3 and 5.4, a Participant's Account balance under the Plan shall be distributed in an immediate lump sum payment upon the occurrence of a Change in Control that is a “Change in Control Event.” A “Change in Control Event” means an event described in Code section 409A(a)(2)(A)(v) or otherwise under Section 409A.

(2) in the event of a Change in Control which is not described in (1) above, notwithstanding any provision in the Plan to the contrary or the election made by a Participant on a Deferral Election Form under Sections 5.2, 5.3 and 5.4, a Participant's Account balance under the Plan shall be distributed in an immediate lump sum payment upon the tenth anniversary of the occurrence of a Change in Control that is a “Change in Control Event.” A “Change in Control Event” means an event described in Code section 409A(a)(2)(A)(v) or otherwise under Section 409A.

(b) As to any amounts deferred in respect of Compensation earned in any year commencing on or after January 1, 2017, such amounts shall not be subject to the automatic distribution rule set forth in Section 5.11(a) above.