Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnDecember 9, 2019 ,Zoetis Inc. (the "Company") entered into a letter agreement withClinton A. Lewis , Jr. setting forth the terms of his departure from the Company. Pursuant to the letter agreement,Mr. Lewis' service as Executive Vice President and Group President, International Operations, Commercial Development, Global Genetics,Aquatic Health andHuman Medical Diagnostics will end onDecember 31, 2019 , and he will remain with the Company as an employee advisor assisting with the transition of his duties untilFebruary 29, 2020 .Mr. Lewis' departure onFebruary 29, 2020 will be treated as a termination of employment without cause under the Company's Executive Severance Plan and a termination of employment due to a restructuring event for purposes of his equity awards. Accordingly,Mr. Lewis will be entitled to (a) cash severance payments in an aggregate amount equal to 12 months base salary and his target annual incentive opportunity, (b) continued health insurance coverage at active employee rates, continued Company-sponsored life insurance coverage and outplacement benefits for 12 months post-termination, (c) full vesting of his stock options that are unvested as of the date of termination and (d) prorated vesting of his restricted stock units, subject in the case of performance-based restricted stock units to the satisfaction of applicable performance goals. In addition, the Company will continue to make available toMr. Lewis the accounting firm that has been providing him with tax advice in connection with his prior Company assignment outsidethe United States . The provision of such compensation and benefits is subject toMr. Lewis' execution of a release of claims and compliance with restrictive covenants concerning nondisclosure and nondisparagement, which are perpetual, noncompetition for one year post-termination, and non-interference with, or nonsolicitation of, customers, business relations, employees and other service providers of the Company for two years post-termination. The foregoing description of the terms and conditions of the letter agreement withMr. Lewis does not purport to be complete and is qualified in its entirety by reference to such letter agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Letter Agreement, dated as ofDecember 9, 2019 , by and between Clinton A. 10.1 Lewis,Jr. and Zoetis Inc. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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