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HomeMy WebLinkAbout01-5914Barbara Sumple-Sullivan, Esquire Supreme Court ,932317 549 Bridge Street New Cumberland, PA 17070 (717) 774-1445 SHERRY LURIE 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff Vo PFIZER, INC. : 235 East 42nd Street : New York, New York 10017-5755 : Defendant : IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 2OOl Civil Action - (X) Law ( ) Equity PRAECIPE FOR WRIT OF SUMMONR TO THE PROTHONOTARy OF SAID COURT: Please issue a Writ of Summons in the above-captioned action. Writ of Summons shall be issued and forwarded to 5--49 Bridqe Street New Cumberland, PA 17070 Name/Address/Telephone No. of Attorney (X) Attorney ( ) Sheriff Barbara Sumple-Sullivan, Esquire 'Signature of Attorney Supreme Court i.D. No. 32317 Dated: WRIT OF SUMMONS TO THE ABOVE NAMED DEFENDANT(S): Date: /-/)--/q~--~l [ ] Check here if reverse is YOU ARE NOTIFIED THAT THE ABOVE-NAMED PLAINTIFF HAS COMMENCED AN ACTION AGAINST YOU. Pr ho tary ~ issued for additional information. Z Barbara Sumple-Sullivan, Esquire Supreme Court #32317 549 Bridge Street New Cumberland, PA 17070 (717) 774-1445 SHERRY LURIE 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff PFIZER, INC. 235 EAST 42nd STREET NEW YORK, NEW YORK 10017-5755, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-5914 Civil 2001 Civil Action - (X) Law ( ) Equity AFFIDAVIT OF SERVICE I, Barbara Sumple-Sullivan, Esquire, do hereby certify that I served a tree copy of the Praecipe for Writ of Summons and Plaintiff's First Request for Production of Documents in the above- captioned matter by United States Mail, Restricted Delivery, Certified No. 7000 0600 0028 3892 2908, Return Receipt Requested, on the above-named Defendant, Dr. Henry A. McKinnell, Chief Executive Officer for Pfizer, Inc., on October 19, 2001 at Defendant's last known address: 235 East 42~a Street, New York, New York 10017-5755. The original receipt and return receipt card are attached hereto as Exhibit "A". I hereby certify that the facts set forth above are true and correct to the best of my knowledge, information and belief. I understand that any false statements made herein are subject to penalties of 18 Pa. C.S.A. §4904 relating to unsworn falsification to authorities. Dated: October_r~ ~ , 2001 Barbara Sumple-Sullivan, Esquire 549 Bridge Street New Cumberland, PA 17070-1931 (717)-774-1445 Supreme Court ID #32317 Attorney for Plaintiff r 13=. · Oelgplete Iterrm 1, 2; ~nd 3. Also complete ~ 4 ff Reetrleted Delivery is desired. m bt we c~n return me cerd to you, · AIIImh this c~rd to the b~ck of the mailpiece, ef en the front if space permits. 1, Afire Addre&secl to: D~. Menry A. McXinnell C~Aef Executive Officer Pr/mcr, Inc. 235 East 42nd Stz~et ~ York, New York 10017-5755 Number (Copy fn3m serWce ~ 7000 0600 0028 3892 2908 EXHIBIT "A" WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP By: Caroline M. Austin, Esquire Identification No.: 75228 1650 Arch Street - 22nd Floor Philadelphia, PA 19103 (215) 977-2336 Sherry Lurie Pfizer, Inc. Plaintiff V. Defendant Court of Common Pleas Cumberland County Civil Action No. 01-5914-CV-2001 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter my appearance for Defendant Pfizer, Inc. in the above-captioned matter. Caroline M. Austin, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street - 22nd Floor Philadelphia, PA 19103 Attorney for Defendant DSB:805858.1/000001 - 102007 _C, ERTIFICATE OF SERVICE I, Caroline M. Austin, hereby certify that on November 1, 2001, I caused a tree and correct copy of the foregoing Entry of Appearance to be served via first class mail, postage pre- paid to the following: Barbara Sumple-Suilivan, Esquire 549 Bridge Street New Cumberland, PA 17070 Caroline M. Austin, Esquire DSB:805858.1/O0000I-I02007 Barbara Sumple-Sullivan, Esquire Supreme Court #32317 549 Bridge Street New Cumberland, PA 17070 (717) 774-1445 SHERRY LURIE 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff Vo PFIZER, INC. 235 EAST 42~a STREET NEW YORK, NEW YORK 10017-5755, Defendant 1N THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-5914 Civil 2001 You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. CUMBERLAND COUNTY BAR ASSOCIATION 2 LIBERTY AVENUE Carlisle, Pennsylvania 17013 (717) 249-3166 Barbara Sumple-Sullivan, Esquire Supreme Court #32317 549 Bridge Street New Cumberland, PA 17070 (717) 774-1445 SHERRY LURIE 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff PFIZER, 1NC. 235 EAST 42"a STREET NEW YORK, NEW YORK 10017-5755, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-5914 Civil 2001 AND NOW comes Plaintiff, Sherry L. Lurie, by and through her attorney, Barbara Sumple-Sullivan, Esquire, and hereby asserts the following claims in the alternative against Defendant, Pfizer, Inc.: Facts Applicable To All Counts 1. Plaintiff, Sherry L. Lurie, is an adult individual residing at 1835 Red Spruce Lane, Mechanicsburg, Cumberland County, Pennsylvania, 17050-8509. Defendant, Pfizer, Inc. ("Pfizer"), is a corporation incorporated in Delaware which maintains a principal place of business at 235 East 42nd Street, New York, New York, 10017-5755, and a Pennsylvania address at c/o CT Corporate Systems, 1515 Market Street, Suite 1210, Philadelphia, Pennsylvania, 19102. Pfizer regularly transacts and conducts its business in Pennsylvania, including in Cumberland County. Plaintiff became employed by Pfizer in 1978, and remained a dedicated, productive employee until an uncertain date in late 2000/early 2001 when her employment was terminated by Pfizer as part of a reduction in force arising fi.om a corporate acquisition. During her twenty-two plus (22+) years of service to Pfizer, Plaintiff functioned in a sales capacity, eventually rising to a sales position known as a "Premier Team Leader". During her twenty-two plus (22+) years of service to Pfizer, Plaintiff worked diligently, faithfully, productively and with distinction, and through her efforts, conferred substantial benefits on Pfizer. As a Pfizer employee, Plaintiff received compensation in the form of a salary, certain fringe benefits not at issue herein, and stock option grants under Pfizer's Stock and Incentive Plan, which are at issue herein. As of December 31, 2000, Plaintiffwas vested in the following stock options grants which entitled her to purchase a stated number of shares of Pfizer stock at a stated option price: Grant Number 0370, with a Grant Date of August 17, 1992 and Termination Date of August 16, 2002, for One Thousand Five Hundred (1,500) shares at -2- an option price.of Six Dollars and Seventy-Five Cents ($6.75) (the "1992 Option"). b) Grant Number 0423, with a Grant Date of August 25, 1995 and Termination Date of August 24, 2004, for One Hundred Ninety-Two (192) shares at an option price of Five Dollars and Seventy-One Cents ($5.71) (the "1994 option"). c) Grant Number 0600, with a Grant Date of August 22, 1996 and Termination Date of August 21, 2006, for Nine Hundred Forty-Two (942) shares at an option price of Twelve Dollars and Forty-Two Cents ($12.42) (the "1996 Option"). (The 1992 Option, 1994 Option and 1996 Option are referred to collectively at times herein as the "Disputed Stock Options"). In addition, Plaintiffhad vested rights in a 1998 Option and non-vested rights in a 1999 Option, neither of which is at issue herein. 10. The Disputed Options were fully earned by Plaintiff for the services she performed on behalf of and for Pfizer as a sales representative. 11. Prior to December 31, 2000, Plaintiff had also received prior stock option grants from Pfizer and had consistently exercised these prior stock options before their expiration dates. 12. On each occasion prior to December 31, 2000, when one of Plaintiff's stock option grants was approaching its expiration date, Plaintiff received several written notices from or on behalf of Pfizer advising her that a stock option grant would shortly expire, thereby -3- providing notice to Plaintiff and ensuring that the stock option would be exercised before its expiration. 13. The provision of written advance notices by or on behalf of Pfizer described in the preceding paragraph was relied upon by Plaintiff and become part of the regular course of dealing between Plaintiff and Pfizer with respect to Plaintiffs stock option grants, including with respect to the Disputed Options. 14. Up until December 31, 2001, Plaintiff had regularly and routinely exercised all of her stock option grants on a timely basis. 15. In mid-to-late 2000, Plaintiff received notice from Pfizer that her position was being terminated due to "organizational restructuring" associated with Pfizer's acquisition of another drug company, Warner-Lambert. 16. Pfizer's "organizational restructuring" was a new, unique and extraordinary event incident to a major corporate acquisition, and was not part of any employee termination procedure contemplated or normally practiced by Pfizer. 17. As a result of Pfizer's termination of Plaintiff's position during its "organizational restructuring", Plaintiff underwent an "exit process" with Pfizer during which Plaintiff received ~rroneous, confusing and incomplete information from Pfizer regarding her separation benefits, including the status and expiration dates of the Disputed Options. -4- 18. As part of the "exit process" and as part of the agreed upon terms of Plaintiff's separation agreement from Pfizer, Plaintiff was advised that she would have ninety (90) days after her termination to exercise the Disputed Options. 19. The ninety (90) day post-termination period represented to Plaintiff was, in fact, the option period also available to employees of Warner-Lambert, the company acquired by Pfizer that led to the "organizational restructuring." 20. As part of the "exit process" and as part of the agreed-upon terms of Plaintiff's separation agreement from Pfizer, Pfizer agreed to allow Plaintiff ninety (90) days after her termination to exemise the Disputed Options, thereby creating, in the alternative, either a new contract obligation, or an amendment of existing contract obligations, or an agreement to waive any requirement that the Disputed Options be exercised before Plaintiff's termination date. 21. As a result of the information provided to Plaintiff, Plaintiff reasonably believed she had ninety (90) days following her termination date in which to exercise the Disputed Options. ~ 22. Pfizer has now asserted to Plaintiff that the Disputed Options all expired on her "Termination Date," and that there was no subsequent allowable exercise period, resulting in a substantial windfall to Pfizer. -5- 23. The "Termination Date" has been asserted by Pfizer at various times to be either January 1, 2001, January 10, 2001 or February 12, 2001. 24. In October, 2001, Plaintiff received from or on behalf of Pfizer, an account statement that reflected that the Disputed Options were forfeited on January 23, 2001, then were reinstated on February 8, 2001, then forfeited again on February 12, 2001. (See Exhibit "A" attached hereto). 25. Pfizer itself cannot state consistently and with certainty when it deems that Plaintiff reached her "Termination Date," and thus relinquished the right to exercise the Disputed Options, or on what other dates the Disputed Options may have allegedly been forfeited. 26. Plaintiff stood ready, willing and able to exercise the Disputed Options at any time in late 2000 or early 2001, if she had been advised that such exercise was necessary. 27. The Disputed Options represented a considerable value to Plaintiff, and there is no reason why she would not have exercised the Disputed Options if she had known they had to be exercised. 28. In January, 2001 Plaintiffreceived a "Status Notice, as of December 31, 2000" of her stock optii~n grants under "The Pfizer Stock and Incentive Plan." (See Exhibit "B" attached l~ereto). -6- 29. The Status Notice as of December 31, 2000, received by Plaintiff in January, 2001, supposedly after her alleged "termination date," showed that the original expiration dates of the Disputed Options remained in place and were not accelerated to any so-called "Termination Date." 30. Plaintiff was never provided with any of the normal, written notices historically provided by or on behalf of Pfizer and relied upon by Plaintiff that any of the Disputed Options were set to expire. 31. In March, 2001, Plaintifftelephoned Pfizer to inquire whether the information in the Status Notice was correct, that is, that the original expiration dates remained in place and that the Disputed Options did not have to be exercised within ninety (90) days of termination, which had been her reasonable belief based upon her "exit process" and separation agreement with Pfizer. 32. Plaintiff was advised for the first time in this phone call that Pfizer considered the Disputed Options to have expired because Plaintiff had not exercised the same before her "Termination Date," identified for her at this time to have been January 10, 2001. 33. Unbeknownst to Plaintiff, at some time during 2000, Pfizer engaged Merrill Lynch as a new service provider for the Pfizer stock option program, to be effective January 1, 2001. -7- 34. In January, 2001 Plaintiff became aware, after being informed that the Disputed Options had expired, of a Pfizer mailing to other Pfizer employees during the fourth quarter of 2000, advising Pfizer employees that after December 31, 2000, the only way to exercise a Pfizer stock option was through a Merrill Lynch brokerage account. (See Exhibit "C" attached hereto). 35. Plaintiff was never sent the Pfizer mailing attached hereto as Exhibit "C." 36. Plaintiff never had a Merrill Lynch brokerage account, never had an opportunity to set up a Merrill Lynch brokerage account, never received the fourth quarter mailing from Pfizer and was kept in the dark by Pfizer concerning this critical information which was supposedly necessary in order to exercise Pfizer stock options. 37. Pfizer has never explained to Plaintiff how she could have exemised the Disputed Options after December 31, 2000 (assuming a January 10, 2001 "Termination Date") when it failed to provide the critical Merrill Lynch information to her. 38. Plaintiff thereafter spent several weeks attempting to resolve with Pfizer management, the Disputed Options (as well as numerous other mistakes by Pfizer relating to Plaintiff's employment separation, including months of effort to receive bonus compensation that was withheld and incorrect withholding from Plaintiff's pay), to no avail. -8- 39. On April 5, 2001, Plaintiff exercised her 1992 Option, 1994 Option and 1996 Option, submitting the appropriate forms and a check in the cumulative amount of Thirty Two Thousand Seven Hundred Eighty-Seven dollars and Eighty Four cents ($32,787.84) representing the total exercise price for all the options (See Exhibit "D" attached hereto), within the ninety (90) day period specified in her exit interview and well within the period specified in the January, 2001 option statement received after her termination date. 40. By letter dated April 13, 2001, Pfizer returned Plaintiff's check to her and advised that the 1992 Option, 1994 Option and 196 Option could not be exercised since they allegedly had expired and could not be reinstated. (Pfizer did, however, express its "regret that you experienced difficulties during the separation process." (See Exhibit "E" attached hereto).) 41. The increased value of the Pfizer stock over the exercise price, which varies depending on the actual market price of Pfizer stock, is nevertheless in the neighborhood of One Hundred Fifty Thousand Dollars ($150,000.00), and exceeds the amount requiring reference to compulsory arbitration. 42. Despite numerous attempts by Plaintiff to seek an amicable resolution with Pfizer throughout the first half of 2001, Pfizer has steadfastedly refused to permit Plaintiff to exercise the Disputed Options. -9- 43. The Disputed Options are unique and make an award of monetary damages, only, difficult or impossible to ascertain. Pfizer stock is publicly traded and its price fluctuates on a daily basis. Because Plaintiff's damages would depend upon calculating the differences between Plaintiff's exercise price and the fluctuating value of Pfizer stock at any given time, and would necessarily include calculation of stock purchase transaction costs and differing tax consequences, the appropriate and necessary remedy herein is to require Pfizer to permit Plaintiff to exercise the Disputed Options. COUNT I BREACH OF CONTRACT 44. Paragraphs 1 through 43 are incorporated by reference as if fully set forth in full. 45. Pfizer's actions as described herein constitute a breach of its contract with Plaintiff. 46. Plaintiff has suffered significant damages as a result of Pfizer's breach. WHEREFORE, Plaintiff requests that this Honorable Court issue a decree and enter judgment against Pfizer, requiring Pfizer to issue to Plaintiff the proper number of shares of Pfizer stock at the stated exercise prices for Plaintiff's 1992 Option, 1994 Option and 1996 Option, as well as award costs and fees, plus such further and additional relief as may be appropriate. ~10- 47. COUNT II BREACH OF PENNSYLVANIA'S WAGE PAYMENT AND COLLECTION LAW The averments of paragraphs 1 through 46 are hereby incorporated by reference as if set forth in full. 48. 49. Plaintiff brings this count pursuant to Pennsylvania's Wage Payment and Collection Law, 43 P.S. §260.1. The benefits due to Plaintiff pursuant to the exercise of her 1992 Option, 1994 Option and 1996 Option constitute wages under the Wage Payment and Collection Law. 50. Pfizer's refusal to accept Plaintiff's exercise of the Disputed Options and refusal to issue the stock to which Plaintiff is entitled constitutes a violation of the Wage Payment and Collection Law. 51. Pfizer's refusal to permit Plaintiff to exercise the Disputed Options is not in good faith. 52. In addition to the wages owed to Plaintiff, Plaintiff is entitled to liquidated damages in an amount equal to twenty-five percent (25%) of the value of the wages pursuant to the Wage Payment and Collection Law. 53. Plaintiff is entitled to an award of attorney's fees pursuant to the Wage Payment and Collection Law. -11- WHEREFORE, Plaintiff requests judgment be entered against Pfizer requiring that Pfizer permit Plaintiff to exemise the Disputed Options, plus liquidated damages equal to twenty-five percent (25%) of the value of the Disputed Options calculated as of the date when Plaintiff attempted to exemise the Disputed Options, plus attorney's fees, costs of this suit and interest, plus such further and additional relief appropriate under the circumstances. COUNT III UNJUST ENRICHMENT 54. The averments of paragraphs 1 through 53 are hereby incorporated by reference as if set forth in full. 55. By virtue of the services rendered by Plaintiff over an employment period of twenty-two (22) years, she conferred a substantial benefit on Pfizer. 56. Pfizer accepted and appreciated the benefits provided by Plaintiff. 57. Acceptance and retention of these benefits by Pfizer without compensating Plaintiff the value to Which she is entitled would be inequitable under the circumstances. 58. Plaintiff is entitled to the relief requested herein under the doctrine of unjust enrichment. -12- WHEREFORE, Plaintiff requests that this Honorable Court issue a decree and enter judgment against Pfizer, requiring Pfizer to issue to Plaintiff the proper number of shares of Pfizer stock at the stated exercise prices for Plaintiff's 1992 Option, 1994 Option and 1996 Option, as well as award costs and fees, plus such further and additional relief as may be appropriate. 59. COUNT IV PROMISSORY ESTOPPEL The averments of paragraphs 1 through 58 are hereby incorporated by reference as if set forth in full. 60. By its co ~mmunications, conduct and silence, Pfizer misrepresented to Plaintiff, either negligently or intentionally, the expiration date by which she had to exercise the Disputed Options. 61. Plaintiff reasonably relied on the misrepresentation of Pfizer and did not exercise the Disputed Options until April 5, 2001, beyond the dates now claimed by Pfizer to be the dates by which the Disputed Options had to have been exercised. 62. Plaintiff had no reason, duty or obligation to question or inquire further regarding the information provided to her by Pfizer regarding the expiration of her stock options. 63. Pfizer is estopped from denying Plaintiff the right to exercise the Disputed Options. -13- 64. Plaintiff is entitled to entry of a judgment requiring Pfizer to permit Plaintiff to exercise the Disputed Options pursuant to the doctrine of promissory estoppel. WHEREFORE, Plaintiff requests that this Honorable Court issue a decree and enter judgment against Pfizer, requiring Pfizer to issue to Plaintiff the proper number of shares of Pfizer stock at the stated exercise prices for Plaintiff's 1992 Option, 1994 Option and 1996 Option, as well as award costs and fees, plus such further and additional relief as may be appropriate. Dated: March/r~, 2002 Respectfully submitted, 549 Bridge Street New Cumberland, PA 17070-1931 (717)-774-1445 Supreme Court ID #32317 Attorney for Plaintiff -14- EXHIBIT "A" III, ~ ' ~.~ .~ ---~- ~ 55555 ~~ m ooooo ' = ooooo .... ~ - III EXHIBIT "B" SHERRY L LURIE 213-60-3301 The Pfizer Stock and Incentive Plan ST.4 TUS NOTICE, ~4S OF DECEMBER 31,2000 Youar~vestedlnd~following options. Theseoptionsmaypresentlybeexer¢ised: GRANT GRANT OPTION GRANT VESTING TERMINATION SHARES COST TO NUMBER TYPE PRICE ($) DATE DATE DATE EXERCISE {$) 0370 I$0 ATB 6.75 O8/17/92 O8/17/93 O8/16/02 1.500 10,125.OO ' ,0423 I50 ATB 5.71 08/25/94 08/25/95 08/24/04 1,920 10,963.20 D60~. 150 ATB 12.42 08/22/9'6 08/22/97. 08/21/06 942 1t,699.64 '095~. '.'IS0 ATB 35.2t 08/27/98 08/27/00 08/26/08 534 t8,802.t.4 . TOTAL VESTED OPTIONS: 4,696 $61,58~.~6 Youarenot~zst~dinth~followingoptions. Theseoptionsmaynotbeexerdseduntiltb~v--tingdat~: POTENTIAL GAIN $ (#) ' 58.875.00 · 77,356o80 3~,632.36 .5.765.8B¥ $173,626~02~' GRANT NUMBER 1 GRANT OPTION GRANT VESTING TERMINATION SHARES TYPE PRICE ($) DATE DATE DATE 150 ATB 42.07 04/22/99 04/22/02 04/21/09 450 TOTAL NONVESTED OPTIONS: 450 5,346 TOTAL VESTED AND NONVESTED OPTIONS: COST 'TO '~ POTENTIAL EXERCISE ($1 · 18,93~1 .BO 1,76~.50 L $1'8,931.50 $1,768.50 $70,521.48 $175,394-52 EXHIBIT "C" 235 East 4-2nd Street New York, NY 10017-5755 Dear Pfizer Colleague: Yom- Pfi~r stock options provide you with an opportunity to share in the Company's future succ,~ To help yo~ make the most of this opportunity, effective January 1, 2001, Pfizer has engaged Merrill Lynch as the provider for our stock option program. Merrill Lynch was selected based on their ability to offer comprch-__~*i~ service to Pfizer employees. The endnsed guide and related materials provide the information that yOu will need to exercise your stock options, including how your Merrill Lynch brokerage account will work, and the range of services available to you as a Pfizer employee. To get startzd, complete, sign and return the enclosed Brokerage Account Form immediately in th~ envelop* t~'ov!de-d- open your brokerage account. Do this as soon as possib~ because you must have your brokerage account set ul~ in ord~ W exercise your ~ stock options after December $1,2000. If you do not have a brokerage account establ~ you will not be able. to exercise your options. Be sure to complete and sign the form in its entirety, including the appropriate W-SBEN or W-9 sections. 'Thi~ will help ensure that your tax identification information is up-to-date. The enclosed brochure provides instruc- tions for completing and returning the form. Once your Brokerage Account Form has been processed, you will receive a letter with },our Personal Identification Number (PIN), which you will need to access your personal account information through a personal computer or over the telephone. You can change this PIN to a five- digit number of your choice. ' ]t'Please note that the only way you can exercise your Pfizer stock options after December 31, 2.000 ? throu, gla It/ ] Merrill Lynch brokerage account. After you exercise your options, if you wish, you may transter me stocg or ~,....cash to another broker of ynur choice or to yourself. Along with explaining how to exercise your Pfizer stock options through Merrill Lynch, the enclosed guide includes the Terms and Conditions of the Merrill Lynch brokerage account and important forms, related material~ and information about other se~ic& Merrill Lynch will provide to you. Please keep these materials in a safe plac~ ' as you will need to refer to this information when you exercise your stock options. There will be no cost associated with opening a brokerage account with Merrill Lynch. In addition, we expect that certain fees associated with the services provided through this account will be lower, on average, than those that have been assessed previously. A Fee Schedule is includ~ with this guide. Please sign and return the Brokerage Account Form immediately so that you will be able to exerdse your stock options after December 31, 2000. If you have any questions about the brokerage account or about -_.t~rcisln$ Pfizer stock options, please contact Merrill Lynch, toll-free in the United States, Puerto Rico, and Canqd~ att 866-PFIZER0 (866-734-9370). Outside the United States, Puerto Rico, and Canada, the telephone number to call is 732-563-8766. This number is not mil-free. Sincerely, Bill'done · Col3~orate Human Resources Endnsures Tom D, onatelli Corporate Finance EXHIBIT "D" Me, rill Lynch PFIZER EXERCISE REQUEST FORM (Plesse r~d and follow the instructions on thn reverse side of this form. Use one form p~r option exnrdan) SECTION L ACCOUNT I]~ORMATION · P._~__~_ note that you will be subject to 31% U.S. backup w~thho~ing tax unles~ the epp~priate tax identit'r~ati~n information (w-gBEN / Wg) ia on file ~ Men~ (Use ~ Social ~curity Number if that nu~nbe~ luts been d~signated ~ your account numb~ for the Pfizer Stock Olxion Plan, or the Merrill Lynch account manber established ~ ~ far the Pfiz~ Stock Option Plan.) /~¢ R,~D ,~,~Uc~ ~'~ (Plea.se i~lode U.S. area code o~ no~-U.S, crummy and city code.) SE~.-I'ION 2: OPTIONS 1 AM EXERCISING Option Gn~ Da~ O~tion C~'ant Price ~ S~ (~ N~) Number of Optlons to Exercise ( ( ( ( SECTION 3. TYPE OF EXERCISE. ~lec~ ~, of~ follov4ng: 00 Cash Purchase Exercise ( Cashlass-Hold StocklMarket Older ( Cashless- Hold StocldDay Limit Order Cazhl~ss-Hold Stock/Good Until Came]ed Order Cashless- Sell Stock ExerciseJMarket Order Cashless- Sell Stock Exercis~JDay Limit Order Cashless-Se, Il Sto~k ExerciseYOood Until Cancelexl Order ( Exerc/se Request Cancellation/Good Until Canceled Order FOR CASH PURCitAtE EXERCISE REQUESTS ONLY. Limit Price: USS * Limit Price: USS · Limit Price: USS Limit Price: US~ (2) l~licate how you wouM like to poy the E~rcise Price of your options from the Workshee~ on the re.er, se sMe of thh form: ~h Enclo~ U.S.$ lO I 1~ f* ~C~h in my Broke~ge A~nt $ ( ~s ~Id ~ my S~k Option Savin~ A~ount $ (B.) Ind~z ko~ you would like to pay your applicable withholding t~ from lite Wor~vheet on the reverse side of this for~' ( ) ~h Encl~ U.S.$ *__ ( ) S~c of Shgos from ~is Excmi~ ( ) C~h in my Me~II Lynch Bmkemgc Ac~t ( ~ hem ~ my St~k ~fion Savings ~couut $ · 0 eal~l~e ~ur ~m~t ~ouat, choose (0 or '(D ) f~m the ~or~heet on the r~eme ride of tk~ fo~' (C0 ~ oMy ~e ~cise Pdt. MeMll L~ ~ll ~{I ~ sh~es to pay ~pli~ble t~es ~d ~ ~ = option ~t price x n~r of options ~ing cx~cised.) ~.)__P~ ~ E~ise Price ~d ~plicable ~. lfyo~ to~ p~ent is not su~i~t to ~v~ ~e ~o~, Me~ll L~ SE~ON 4. DI~B~]ON FOR CASHLE~ SELL ~OCK EXERCISES. U~. ~lJsr D~ibuflom Select one of~c follo~ng ~ ~ivc thc pr~s of~c exerci~ iff U. S. ( ) S~d ~ ~c~ pr~ to mc via ~e~. ~e~ ~ll ~ sen~ ~ t~ add~ hdic~cd on Me~ll L~'s ~r~. Ify~ ~h ~ ~ ~ ~ pl~ ~n~ ~l L~ch i 1-~6-73~9370 (1 -~PF~ER-0). ( ) ~t ~ ~ pmc~ ~ my Me~ll L~ Bmk~c A~I sho~ in S~i~n I. ( ) ~ T~r ~ my ~ a~unt. I ha~ ~n~d ~a M~II L~ch h~ my b~ ~c ~o~tio~ ~t[ Cur~n~ D~tribuiion R~u~. A fcc ~y be deduced from your proceeds. For mo~ infection, m~cr to your C~ ] C~ ~u~tcd / ~-~ ~cy C~: ( ) R~ve pm~c~ via check. ( ) R~ivc pm~ via wi~ ~sfcr. To have yo~ premeds ~n~ via ~rc ~sfer, p~ provide M~II L~ ~ p~r ~ ~ ~ ~fcr ~cfiofl. You c~ do ~is by ~n~aing a Mc~ill Lynch C~t~cr Sc~i~ R~n~ive.. If~ ~fo~n on ~ fo~ ~sul~ in a re~ ofyo~ disb~e~m ~ Mc~ill L~, ~y pr~e~ ~m ~e ~e ~11 ~ ~i~ ~l L~h ~un~ ~d Me,Il L~ch ~ll not ~ liable for ~y loses due to flu~io~ in e~h~se r~. U Merrill Lynch PFIZER EXERCISE REQUEST FORM (Pleasn read and follow the instructions on the reverse side of this form. Uso OhO form per option exercise) SECTION 1. ACCOUNT INFORMATION Please note that you will be subject to 31% U.S. backup wShholdfng tax unless the approptfate tax ide, ~;?n,~tioa information O~V-8$EN / Ui~J) is on file at Merlftl Lynct~. (Use your Social Security Number if that number ~ been designated as your a~ce~nt numbe~ fo~ the Pfizer Stock O~ion Plan. or the Merrill Lynch accc~nt number estsblithed for yo~ for thc Pfizer Stock Option P~an.) ~ I~E~..~O~v Participant Name: · ' ' (Please indude U.S. area c~de or mm-U.S, countt3, and city code.) SECT1ON 2: OPTIONS I AM EXERCISING Option Grant Date Option Grant Price (C /Y /Month/Da ) - / / N mber of Optiom to Exemise _/, 9&L') SECTION 3. TYPE OF EXERCISE. Select ~ne of the following: Cash Purchase Exercise Cashless - Hold Stock/Market Order Cashless - Hold Stock/Day Limit Order Cashless- Hold Stock/Cmod Until Canceled Order Ceshless- Sell Stock Exercise/Mexket Order Cashless - Sell Stock Exercise/Day Limit Order Cashless - Sell Stock Exercise/Good Until Canceled Order Exercise Requesl Cancellation/Good Until Canceled Order FOR CASH PURCHASE EXERCISE REQUESTS ONLY. Limit Price: USS · l,imlt Pdce: USS ........... · ...... Limit Price: USS: Limit Price: [ISS: (~) Indicate how you would like to pt~v the ~xercise Price of yottr options from the P/or,sheet on the reverse side of thi~ form: ~1~ Cash Enclosed U.S.$ ]0~60/_0/_0/_0/_0/_~~- 2-~, Cash m my Brokerage Account S ( )Funds held in my Stock Option Savings Account $ (B.) lndlcute how yon would like to pay your applicable withholding tax from the P/orlc~heet on the reverse side of this form: ( ) Cash Enclosed U.S.$ · __ ( ) Sale of Shares from this Exercise ( ) Cash in my Menill Lynch Brokerage Account ( )Funds held in my Stock Option Savings A~count $ To calculate your payrncut amount, choose (C) or (1~ } from the ~r~slteet on the reverse side of thief arm: (C.)__ Prepay only the Exercise Price. Merrill Lynch will sell some shares to pay applicable taxes and fees. (£xercise Prica - option grant price x number of options being exercised.) Amount: USS (D.)__ Prepay the Exercise Price and applicable taxes. Ifynur total payment is not sufficient to cover these amounts, Merrill Lynch will sell some shams to cover the shortfall. Amoant: USS · SECTION 4. DISTRIBUTION FOR CASHLESS SELL STOCK EXERCISES. U.S. Dollar Distribution. Select one of the following to receive the proceeds ofthe exercise in U. S. Dollars: ( ) Sand the exercise proceeds to me via check. Proceeds will be sent to the address indicated on Merrill Lynch's records. If you wish to change that address, please contact Men'ill Lynch at 1-866-734-9370 (1-866-PFIZER-0). ( ) Deposit the exercise procaeds in my Merrill Lynch Brokerage Account shown in Sectinn 1. ( ) Wire Transit to my bank account. I have confirmed that Merrill Lynch has my bank account information. Locul Currency Distribution Requests. A lee may bc deducted from your proccods. For more information, refer to your Plan communication materials, Country / Currency Requested / Thr~e-Letter Currency Code: ( ) Receive proceeds via check. ( ) Receive proceeds via wire ~'ansfer. To have your proceeds sent via wire transfer, please provide Merrill Lynch with your wire transfer information prior to the wire ~ransfer transaction. You can do this by contacting a Merrill Lynch Customer Service Representative.. If the information on this form results in a return of your disbursement to Me~ll Lynch. any proceeds fi.om the sale will be deposited in U.S. dollars to your Merrill Lynch account, and Merrill Lynch will not be liable for any losses due to fluctuations in exchan~ rates. SECTION 5. SIGNATURE. 1 unde~a~l and agree that this exercise request will be processed in accordance with the terms and conditions governing my Me~ll Lynch account and the terms of the Pf~ Stock Optlco Plan. I hav~ received any required al~woval to sell stock undex SEC Rate 144/145 or as a Section 16 officer. PFIZER EXERCISE REQUEST FORM read end follow the instnictlons on the reverse side of this form. Use one form per option eXerd~) ' SECTION 1. ACCOUNT INFORMATION P~e~e r~e tA~ y~J wi~ b~ ~/~je~t t~ 31~& U~$. b~ku~ withh~g Mx ~e~ the ap~t~pti~e M~ ~ ~r~m~ti~ ~ / ~) ~ ~ ~ ~ ~ , ~ ~N~if~ ~ ~i~ u~ ~t n~ f~ ~~ P~ ~ ~ ~ L~~ ' ~i~]~U.S. ~U.S. ~c~) ~ ' "~"' ""~' '~=' .;I'ION 3/I'YPE OF EXERCISE, S~l~ ~ of~ eSl~ns: ( ) C~m-H~d S~K 0~ ( ) ~- ~Id S~ay Li~t O~r Li~t P~: ( ) ~ - Hold S~ Un~l C~ed O~er Limit P~cz: ( ) C~ - ~1 S~k ~ ~d~ ~( ) ~ - SeO S~k Ey~i~ay Li~t O~r ( ) ~ - S~ S~k E~ Un~l ~d~ ~er ( ) ~ ~ Cm~l~o~G~ Unt~ C~I~ ~er FOR ~ P~RCH~ ~R~SE RE~U~T~ ONL K USS · USS * Limit Prlc,~: USS · Limit Pric~: USS (4) I~ ~ yOu would like Io.~ay the ~. fr~jse Price of your options from the Workshe~ on the ~ (~ ~ld h my S~ ~fi~ Suin~ ~nt $ (~) In~ h~ ~ou ~M I~e to pay ~u r applicable w~hh~dlng t~ ~om the Wor~keet on the r~e si~ of ~ f~ ( ~ ~ld h ~ S~ ~fi~ Savin~ ~t ~ To e~t~:~ ~r pa~ ~ ~oose (0 or (D ) f~m ~e Wor~h~ on the ~e ~de of tk~ fo~ (C)__ ~¢p~ o~y ~ ~ Pfi~. M~ L~ ~1 ~1 ~ ~s to p~ ~pli~le ~ ~d fc~. ~ ~- o~ ~ ~ x n~ ofopfi~ ~ ~) ~.)__~ ~ ~ ~ ~ ~pli~ ~. If~ ~ p~nt i~ not suffiCi~t ~ ~v~ ~ S~ON & D~[~B~iON FOR ~HLE~ SE~ ~ E~RCIS~ pl~ ~.~ L~ ~ 1-~7~4-9370 (I~PF~ ( ) ~Mt ~ ~ p~ ~ my Me~ll L~ Bmk~go A~t s~ in S~ion 1. ( ) ~ T~ ~ my ~k a~oun~ I havo ~nfi~d ~at M~II L~ch h~ my b~ ~t ~fo~o~ ~M Curmcy D~r~u~n ~. A f~ ~y be dedu~ ~m your pmc~ For ~m ~f~ C~ / C~ R~ / ~-~ C~ C~e: ( ) ~ve p~& v~ Oe~. · ( ) ~ve ~ ~a wire ~s~r. To have yom pro~s ~nt via ~ ~sfer, ple~ pm~ ~r ~ ~ ~ ~ ~on. You ~ do &h ~ ~g a Mesh L~ C~t~r S~ if~ ~ on ~ ~ ~1~ ~ a ~ ofyo~ ~b~t m ~1 L~ ~ p~e~ ~m ~1 L~ ~ md M~II L~eh ~11 not ~ liGle ~r ~y loses due m ~u~o~ in e~ge EXHIBIT "E" Barbara Sumple-Sullivan, Esquire Supreme Court #32317 549 Bridge Street New Cumberland, PA 17070 (717) 774-1445 SHERRY LURIE IN THE COURT OF COMMON PLEAS OF 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff PFIZER, 1NC. 235 EAST 42nd STREET NEW YORK, NEW YORK 10017-5755, Defendant CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-5914 Civil 2001 I, SItERRY L. LURIE, hereby certify that the facts set forth in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that any false statements made herein are subject to penalties of 18 Pa. C.S.A. §4904 relating to unswom falsification to authorities. Barbara Sumple-Sullivan, Esquire Supreme Court #32317 549 Bridge Stxeet New Cumberland, PA 17070 (717) 774-1445 SHERRY LURIE 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff PFIZER, 1NC. 235 EAST 42na STREET NEW YORK, NEW YORK 10017-5755, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-5914 Civil 2001 CERTIFICATE OF SERVICE I, Barbara Sumple-Sullivan, Esquire, do hereby certify that on this date, I served the foregoing Complaint, in the ab~ove-captioned matter upon the following individual by first class mail, postage prepaid, addressed as follows: DATED: March/~., 2002 Caroline M. Austin, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia' iB rA~Esquiri 549 Bridge Street New Cumberland, PA 17070-1931 (717)-774-1445 Supreme Court ID #32317 WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP By: Caroline M. Austin, Esquire Identification No.: 75228 1650 Arch Street - 22nd Floor Philadelphia, PA 19103 (215) 977-2336 SHERRY LURIE PFIZER, INC. PLAINTIFF : DEFENDANT : COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. 01-5914-CV-2001 TO: Prothonotary Please take note that the above-captioned case has been removed to the United States District Court for the Middle District of Pennsylvania pursuant to 28 U.S.C. § 1446 by Defendant Pfizer Inc. A copy of the Notice of Removal being filed in the United States District Court for the Middle District of Pennsylvania is attached hereto. Caroline M. Austin, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street - 22nd Floor Philadelphia, PA 19103 Attorney for Defendant Date: April 3, 2002 DS B:834075.1/PFI003 - 156628 CERTIFICATE OF SERVICE I, Caroline M. Austin, hereby certify that on April 3, 2002, I caused a true and correct copy of the foregoing Notice to the Prothonotary to be served via first class mail, postage pre- paid to the following: Barbara Sumple-Sullivan, Esquire 549 Bridge Street New Cumberland, PA 17070 Caroline M. Austin, Esquire DSB:834075, I/PFI003 - 156628 UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA SHERRY LURIE PFIZER INC. PLAINTIFF DEFENDANT NO. DEFENDANT'S NOTICE OF REMOVAL Defendant Pfizer Inc., hereby provides notice that Sherry Lurie v. Pfizer Inc., No. 01- 5914-CV-2001, in the Court of Common Pleas of Cumberland County, has been removed to the United States District Court for the Middle District of Pennsylvania. A. Grounds For Removal 1. On or about June 8, 2001, Plaintiff Sherry Lurie filed a Complaint in the Court of Common Pleas of Cumberland County, Pennsylvania against Defendant entitled Sherry Lurie v. Pfizer Inc., No. 01-5914-CV-2001. The Complaint was served on March 12, 2002 by mail and received by Defendant's counsel on March 18, 2002. A copy of the Complaint is attached as Exhibit 1. 2. Plaintiff alleges that Defendant breached a contrac[ with Plaintiff and violated the Pennsylvania Wage Payment and Collection Law when Plaintiff's vested stock options expired upon the termination of her employment, thereby precluding her from exercising such options. Plaintiff also asserts claims of unjust enrichment and promissory estoppel. 3. This Court has original jurisdiction over this Complaint based on diversity of citizenship pursuant to 28 U.S.C. § 1332 in that: DSB:834004.1/PFI003-156628 (a) Defendant is a corporation incorporated in Delaware with its principal place of business in New York. (b) Plaintiff is a citizen of, and resides in, the Commonwealth of Pennsylvania. (c) This action is a civil action in which the amount in controversy exceeds the sum or value of $75,000, exclusive of costs and interest, and is between citizens of different states. Therefore, removal is appropriate in accordance with 28 U.S.C. §§ 1441(a) and (b). B. The Petition For Removal Is Timely 1. The Complaint was served by mail on Defendant's counsel on March 12, 2002. This Notice is filed within thirty (30) days of the date of service as required by 28 U.S.C. §§ 1446(a) & (b). C. Venue Is Appropriate In This Judicial District 1. Venue is appropriate in the Middle District of Pennsylvania because the Court of Common Pleas of Cumberland County is located in this judicial district. 28 U.S.C. § 1441(a). D. Copies Of The Pleadings And Process Are Attached 1. No other orders or pleadings have been served upon Defendant in this action while it was in state court, so them is nothing to attach to this Notice of Removal pursuant to 28 U.S.C. § 1446. E. Notice Has Been Given To Plaintiff And The State Court 1. Pursuant to 28 U.S.C. § 1446(d), Defendant will file a Notice of Removal with the Court of Common Pleas for Cumberland County, Pennsylvania. A copy of that Notice of Removal is attached as Exhibit 2. The state court Notice of Removal and this Notice of Removal will also be served upon Plaintiff. DSB:834004.1/PFI003-156628 - 2 - WHEREFORE, Defendant Pfizer Inc., removes the aforesaid action from the Court of Common Pleas for Cumberland County, Pennsylvania. Date: April 3, 2002 Caroline M. Austin, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street - 22nd Floor Philadelphia, PA 19103 Attorney for Defendant DSB:834004.1/PFI003-156628 - 3 - CERTIFICATE OF SERVICE I, Caroline M. Austin, hereby certify that on April 3, 2002, I caused a tree and correct copy of the foregoing Defendant's Notice of Removal to be served via first class mail, postage pre-paid to the following: Barbara SumpleoSullivan, Esquire 549 Bridge Street New Cumberland, PA 17070 Caroline M. Austin, Esquire DS B :834004.1/PFI003-156628 Exhibit A Barbara Sumple-Sullivan, Esquire Supreme Court #32317 549 Bridge Street New Cumberland, PA 17070 (717) 774-1445 SHERRY LURIE 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff PFIZER, INC. 235 EAST 42n~ STREET NEW YORK, NEW YORK 10017-5755, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-5914 Civil 2001 COMPLAINT AND NOW comes Plaintiff, Sherry L. Lade, by and through her attorney, Barbara Sumple-Sullivan, Esquire, and hereby asserts the following claims in the alternative against Defendant, Pfizer, Inc.: Facts Applicable To All Counts Plaintiff, Sherry L. Lade, is an adult individual residing at 1835 Red Spruce Lane, Mechanicsburg, Cumberland County, Pennsylvania, 17050-8509. Defendant, Pfizer, Inc. ("Pfizer"), is a corporation incorporated in Delaware which maintains a principal place of business at 235 East 42na Street, New York, New York, 10017-5755, and a Pennsylvania address at c/o CT Corporate Systems, 1515 Market Street, Suite 1210, Philadelphia, Pennsylvania, 19102. Pfizer regularly transacts and conducts its business in Pennsylvania, including in Cumberland County. Plaintiff became employed by Pfizer in 1978, and remained a dedicated, productive employee until an uncertain date in late 2000/early 2001 when her employment was terminated by Pfizer as part of a reduction in force arising fi.om a corPorate acquisition. During her twenty-two plus (22+) years of service to Pfizer, Plaintiff functioned in a sales capacity, eventually rising to a sales position known as a "Premier Team Leader". o During her twenty-two plus (22+) years of service to Pfizer, Plaintiff worked diligently, faithfully, productively and with distinction, and through her efforts, conferred substantial benefits on Pfizer. As a Pfizer employee, Plaintiff received compensation in the form of a salary, certain fi-inge benefits not at issue herein, and stock option grants under Pfizer's Stock and Incentive 'Plan, which are at issue herein. As of December 31, 2000, Plaintiffwas vested in the following stock options grants which entitled her to purchase a stated number of shares of Pfizer stock at a stated option price: C~.ant Number 0370, with a Grant Date of August 17, 1992 and Termination Date of Augnst 16, 2002, for One Thousand Five Hundred (1,500) shares at -2- an option price.of Six Dollars and Seventy-Five Cents ($6.75) (the "1992 Option"). b) Grant Number 0423, with a Grant Date of August 25, 1995 and Termination Date of August 24, 2004, for One Hundred Ninety-Two (192) shares at an option price of Five Dollars and Seventy-One Cents ($5.71) (the "1994 Option"). c) Grant Number 0600, with a Grant Date of August 22, 1996 and Termination Date of August 21, 2006, for Nine Hundred Forty-Two (942) shares at an option price of Twelve Dollars and Forty-Two Cents ($12.42) (the "1996 Option"). (The 1992 Option, 1994 Option and 1996 Option are referred to collectively at times herein as the "Disputed Stock Options"). In addition, Plaintiff had vested fights in a 1998 Option and non-vested rights in a 1999 Option, neither of which is at issue herein. 10. The Disputed Options were fully earned by Plaintiff for the services she performed on behalf of and for Pfizer as a sales representative. 11. Prior to December 31, 2000, Plaintiff had also received prior stock option grants from Pfizer and had consistently exercised these prior stock options before their expiration dates. 12. On each occasion prior to December 31, 2000, when one of Plaintiff's stock option grants was approaching its expiration date, Plaintiff received several written notices from or on behalf of Pfizer advising her that a stock option grant would shortly expire, thereby -3- providing notice to Plaintiff and ensuring that the stock option would be exercised before its expiration. 13. The provision of written advance notices by or on behalf of Pfizer described in the preceding paragraph was relied upon by Plaintiff and become part of the regular course of dealing between Plaintiff and Pfizer with respect to Plaintiffs stock option grants, including with respect to the Disputed Options. 14. Up until December 31,2001, Plaintiff had regularly and routinely exercised all of her stock option grants on a timely basis. 15. In mid-to-late 2000, Plaintiff received notice from Pfizer that her position was being terminated due to "organizational restructuring" associated with Pfizer's acquisition of another drag company, Warner-Lambert. 16. Pfizer's "organizational restructuring" was a new, unique and extraordinary event incident to a major corporate acquisition, and was not part of any employee termination procedure contemplated or normally practiced by Pfizer. 17. As a result of Pfizer's termination of Plaintiff's positiO'n during its "organizational restructuring", Plainfiffunderwent an "exit process" with Pfizer during which Plaintiff received &rroneous, confusing and incomplete information from Pfizer regarding her separation benefits, including the status and expiration dates of the Disputed Options. -4- 18. As part of the "exit process" and as part of the agreed upon terms of Plaintiff's separation agreement from Pfizer, Plaintiffwas advised that she would have ninety (90) days after her termination to exercise the Disputed Options. 19. The ninety (90) day post-termination period represented to Plaintiff was, in fact, the option period also available to employees of Warner-Lambert, the Company acquired by Pfizer that led to the "organizational restructuring" 20. As part of the "exit process" and as part of the agreed-upon terms of Plaintiff's separation agreement from Pfizer, Pfizer agreed to allow Plaintiffninety (90) days after her termination to exemise the Disputed Options, thereby creating, in the alternative, either a new contract obligation, or an ambndment of ex/sting contract obligations, or an agreement to waive any requirement that the Disputed Options be exercised before Plaintiff's termination date. 21. As a result of the information provided to Plaintiff, Plaintiff reasonably believed she had ninety (90) days following her termination date in which to exemise the Disputed Options. ' 22. Pfizer has now asserted to Plaintiff that the Disputed Options all expired on her '°'fermination Date," and that there was no subsequent allowable exercise period, resulting in a substantial windfall to Pfizer. -5- 23. T~e "Te ' ' rmmation Date has been asserted by Pfizer at YaHous times to be either January 1, 2001, January 10, 2001 or Febma_~. 12, 2001. 24. In October, 2001, Plaintiff received from or on behalf of Pfizer, an account statement that reflected that the Disputed Options were forfeited on January 23, 2001, then were ~ on February 8, 2001, then forfeited again on February 12, 2001. (See Ext~bit "A" attached hereto). 25. Pfizer itself cannot state consistently and with certainty when it deems that Plaintiff reached her "Tennination Date," and thus relinquished the right to exercise the Disputed Options, or on what other dates the Disputed Options may have allegedly been forfeited. 26. Plaintiff stood ready, willing and able to exercise the Disputed Options at any time in late 2000 or early 2001, if she had been advised that such exercise was necessary. 27. The Disputed Options represented a considerable value to Plaintiff, and there is no reason why she would not have exercised the Disputed Options if she had known they had to be exercised. 28. In January, 2001 Plaintiffreceived a "Status Notice, as of December 31, 2000" of her stock opfibn ~rants under "The Pfizer Stock and Incentive Plan." (See Exhibit "B" attached l~ereto). -6- 29. The Status Notice as of December 31, 2000, received by Plalntiffin January, 2001, supposedly after her alleged "termination date," showed that the oliginal expiration dates of the DisPuted Options remained in place and were not accelerated to any so-called "Termination Date." 30. Plaintiffwas never provided with any of the normal, written notices historically provided by or on behalf of Pfizer and relied upon by Plaintiff that any of the Disputed Options we[e set to expire. 31. In March, 2001, Plaintiff telephoned Pfizer to inquire whether the information in the Status Notice was correct, that is, that the original expiration dates remained in place and that the Disputed Options did not have to be exercised within ninety (90) days of termination, which had been her reasonable belief based upon her "exit process" and separation agreement with Pfizer. 32. Plaintiffwas advised for the first time in this phone call that Pfizer considered the Disputed Options to have expired because Plaintiff had not exercised the same before her "Termination Date," identified for her at this time to have been January 10, 2001. 33. Unbeknownst to Plaintiff, at some time during 2000, Pfizer engaged Merrill Lynch as a new service provider for the Pfizer stock option program, to be effective January 1, 2001. 34. In January, 2001 Plaintiffbecame aware, after being informed that the Disputed Options had expired, ora Pfizer mailing to other Pfizer employees during the fourth quarter of 2000, advising Pfizer employees that after December 31, 2000, the only way to exemise a Pfizer stock option was through a Merrill Lynch brokerage account. (See Exhibit "C" attached hereto). 35. Plaintiffwas never sent the Pfizer mailing attached hereto as Exhibit "C." 36. Plaintiffnever had a Merrill Lynch brokerage account, never had an opportunity to set up a Merrill Lynch brokerage account, never received the fourth quarter mailing from Pfizer and was kept in the dark by Pfizer concerning ti'tis cr/tical information which was supposedly necessary in order to exercise Pfizer stock options. 37. Pfizer has never explained to Plaintiffhow she could have exercised the Disputed Options a~ter December 31, 2000 (assuming a January I 0, 2001 "Termination Date") when it failed to provide the critical Merrill Lynch information to her. 38. Plaintiffthereafter spent several weeks attempting to resolve with Pfizer management, the Disputed Options (as well as numerous other mistakes b3) Pfizer relating to Plaintiffs employment separation, including months of effort to receive bonus compensation that was withheld and incorrect withholding from Plaintiffs pay), to no avail. 39. On April 5, 2001, Plaintiffexercised her 1992 Option, 1994 Option and 1996 Option, submitting the appropriate forms and a check in the eurnulative amount of Thirty Two Thousand Seven Hundred Eighty-Seven dollars and Eighty Four cents ($32,787.84) representing the tutal exercise price for all the options (See Exhibit "D" attached hereto), within the ninety' (90) day period specified in her exit nterv~ew and well wathin the period specified in the 1anuary, 2001 option statement received atter her termination date. 40. By letter dated April 13, 2001, Pfizer returned Plaintiff's check to her and advised that the 1992 Option, 1994 Option and 196 Option could not be exercised since they allegedly had expired and could not be reinstated. (Pfizer did, however, express its "regret that you experien6ed difficulties during the separation process." (See Exhibit "E" attached hereto).) 41. The increased value of the Pfizer stock over the exercise price, which varies depending on the actual market price of Pfizer stock, is nevertheless in the neighborhood of One Hundred Fifty Thousand Dollars ($150,000.00), and exceeds the amount requiring reference to compulsory arbitration. 42. Despite n~nerous attempts by Plaintiff to seek an amicable resolution with Pfizer throughout the first half of 2001, Pfizer has steadfastediy refused to permit Plaintiff to exercise the Disputed Options. ~9~ 43. The Disputed Options are unique and make an award of monetary damages, only, difficult or impossible to ascertain. Pfizer stock is publicly traded and its price fluctuates on a daily basis. Because Plaintiffs damages would depend upon calculating the differences between Plaintiff's exercise price and the fluctuating value of Pfizer stock at any given, time, and would necessarily include calculation of stock purchase transaction costs and differing tax consequences, the appropriate and necessary remedy herein is to require Pfizer to permit Plaintiff to exercise the Disputed Options. COUNT I BREACH OF CONTRACT 44. Paragraphs 1 through 43 are incorporated by reference as if fully set forth in full. 45. Pfizer's actions as described herein constitute a breach of its contract with Plaintiff. 46. Plaintiffhas suffered significant damages as a result of Pfizer's breach. WHEREFORE, Plaintiffrequests that this Honorable Court issue a decree and enter judgment against Pfizer, requiring Pfizer to issue to Plaintiff the proper number of shares of Pfizer stock at the stated exercise prices for Plaintiffs 1992 Option, 1994 Option and 1996 Option, as well as award costs and fees, plus such further and additional relief as may be appropriate. -10- 47. COUNT II BREACH OF PENNSYLVANIA'S WAGE PAYMENT AND COLLF, CTION L~W The averments of paragraphs 1 through 46 are hereby incorporated by reference as if set forth in full. 48. 49. Plaintiffbrings this count pursuant to Pennsylvania's Wage Payment and Collection Law, 43 P.S. §260.1. The benefits due to Plaintiffpursuant to the exercise of her 1992 Option, 1994 Option and 1996 Option constitute wages under the Wage Payment and Collection Law. 50. Pfizer's refusal to accept Plaintiff's exercise of the Disputed Options and refusal to issue the stock lo which Plaintiff is entitled constitutes a violation of the Wage Payment and Collection Law. 51. Pfizer's refusal to permit Plaintiffto exercise the Disputed Options is not in good faith. 52. In addition to the wages owed to Plaintiff, Plaintiff is entitled to liquidated damages in an mount equal to twenty-five percent (25%) of the value of the wages pursuant io the Wage Payment and Collection Law. 53. Plaintiff is entitled to an award of attorney's fee. s pursuant to the Wage Payment and Collection Law. -11- WHEREFORE, Plaintiff requests judgment be entered against Pfizer requiring that Pfizer permit Plaintiff t~ exercise the Disputed Options, plus liquidated damages equal to twenty-five percent (25%) of the value of the Disputed Options calculated as of the date when Plaintiff attempted to exercise the Disputed Options, plus attorney's fees, costs of this suit and interest, plus such further and additional relief appropriate under the circumstances. 54. COUNT III UNJUST ENRICHMENT The averments of paragraphs 1 through 53 are hereby incorporated by reference as if set 55. By virtue of the services rendered by Plaintiff over an employment period of twenty-two (22) years, she conferred a substantial benefit on Pfizer. 56. Pfizer accepted and appreciated the benefits provided by Plaintiff. 57. Acceptance and retention of these benefits by Pfizer without compensating Plaintiff the value to Which she is entitled would be inequitable under the circumstances. 58. Plaintiff is entitled to the relief requested herein under the doctrine of unjust enrichment. -12- WHEREFORE, Plaintiffrequests that this Honorable Court issue a decree and enter judgment against Pfizer, requiring Pfizer to issue to Plaintiff the proper number of shares of Pfizer stock at the stated exercise prices for Plaintiff's 1992 Option, 1994 Option and 1996 Option, as well as award costs and fees, plus such further and additional relief as may be appropriate. 59. COUNT IV PROMISSORY ESTOPPEL The averments of paragraphs 1 through 58 are hereby incorporated by reference as if set 60. By its co ,mmunications, conduct and silence, Pfizer misrepresented to Plaintiff, either negligently or intentionally, the expiration date by which she had to exercise the Disputed Options. 61. Plaintiff reasonably relied on the misrepresentation of Pfizer and did not exercise the Disputed Options until April 5, 2001, beyond the dates now claimed by Pfizer to be the dates by which the Disputed Options had to have been exercised. 62. Plaintiffl{ad no reason, duty or obligation to question or inquire further regarding the information provided to her by Pfizer regarding the expiration of her stock options. 63. Pfizer is estopped fi:om denying Plaintiff the right to exercise the Disputed Options. -13- 64. Plaintiff is entitled to entry of a judgment requiring Pfizer to permit Plaintiff to exercise the Disputed Options pursuant to the doctrine of promissory estoppel. WHEREFORE, Plaintiff requests that this Honorable Court issue a decree and enter judgment against Pfizer, requiring Pfizer to issue to Plaintiff the proper number of shares of Pfizer stock at the stated exercise prices for Plaintiff's 1992 Option, 1994 Option and 1996 Option, as well as award costs and fees, plus such further and additional relief as may be appropriate. Dated: March/'~'~, 2002 Respectfully submitted, 549 Bridge Street New Cumberland, PA 17070-1931 (717)-774-1445 Supreme Court ID #32317 Attorney for Plaintiff EXHIBIT '"A" I I I EXHIBIT '"B" [ SHERRY L LURIE ~ 213-60-3301 The Pfizer Stock anti Incentive Plan .. $T.4 TU$ NOTICE, ~4 $ OF DECEMBER 31,2000 Yo~'ers =~t~d ~ th~following ~t~ons. Th~s~ o?t~ns ~,=y?r~s~ntly b~ ~x~rdsa&: GRANT GRANT NUMBER TYPE 0370 ~$0 ATE :.~O423 150 ATB · -"~60~, v[SO ATB 'ogEe. ~ISO ATB OPTION GRANT VESTING TERMINATION SHARES PRICE {$} DATE DATE DATE 6.75 ' 08/17/~2 08/17/93 08/16/02 t,500 5.71 08/25/94 08/25/95 08/24/04 1,920 12.42 08/22/96 08/22/9% 08/21/06 942 8.5.2 t 08/27/98 08/27/00 08/26/08 534 TOTAL VESTED OPTIONS: 4,896 You era not ._e.._ ~,l in th~ folkn~ng opd~. 7'h~ opt~ns may not b~ ~xarc~sd until th~ GRANT GRANT OPTION GRANT VESTING TERMINATION SHARES NUM. BER TYPE PRICE ($) DATE DATE DATE ' 11'20 ~SO ATB 42.07 04/22/99 04/22/02 O4/21/O9 450 450 TOTAL NONVESTED OPTIONE: TOTAL VESTED AND NONVESTED OPTIONS: 5,346 COST TO POTENTIAL EXERCISE ($) GAIN $ 10,125.00 '' E6,87~.00 10,868.20 ?~7,356.80 tl ,Egg. 64 '. ~t,632.26 $51 $89'~'8 $173,625;02~ OST 'T ' PO~ EXEBC~SE ($} ' :"? - GAiN .18,931 $1~,931.$0 $70,521.48 · 1,T68.50; $1TS,$94-52 ..i EXHIBIT '"C" N~'.~ York NY" -$?$$ Dear Pfizer Colleague.' Your Pfizer stock options provide you with an opportunity to share in the Company's future succor- To h~lp yo~ make the most of this opportunity, effective January 1, 2001, Pfizer has ensaged Merrill Lynch as the ~vicz provider for our stock option program. Merrill Lynch was ~elected based on their ability to offer service to Pfizer employees. The enclosed guide and rehted materials provide the information that )~u will nell to exerche your stock options, including how your Merrill Lynch brokerage account will work, and the range services available to you ~s a Pfizer employee. To get started, oompler¢, sign and return the enclosed ~rokerage Account Form immediately in the tnv~ ~q~*-~ open your brokerage account. Do this as soon as possible b~cause you must ha~ your brokerage _~¢c~unt set up in ord: to tx~rdse your ~ stock options after D~cemher SL 2000. If you do not hav~ a brokzrags ~¢eount ~-tabllshed, you' will not be abl~ to ~xer~e your option£ Be sure to complete and sign the form in its entirety, including the appropriate W-SBEN orW-9 sectiom. ~ wftl help ensure that your tax identification information is up-to-date. The enclosed brochure provides instruc- tions f6r completing and returning the form. Once your Brokerage Account Form has been processed, you w~l receive a letter with your Personal Identification Number (PIN), which you will need to acc~ your personal account information through a personal computer or over the telephone. You can change this PIN to a five- digit number of your choice. ' ' Merrill Lynch brokerage account. After you exerase your options, dyou w~sh, you may wanster me sto~:x or/ ~,,_ca.sh to another broker of your choice or to yoursel/. . . Along with exphining l~ow to exercise your Pfizer stock options {hrough Merrill Lynch, the enclosed guide includes the Terms ~nd Conditions oi the Merrill Lynch brokerage account and important forms, rehted materials, and information about other servic~ Merrill Lynch will provide to you. Please keep these materials in a safe place, · a~ you will need to refer to this information when you exerd~ your stock options. There will be no cost a~ociated with op~,~!n$ a brokerage account with Merrfll Lynch. In addition, we expect that cer~i,~ fees associated With the services provided through this account ~ be lower, on average, !.h~n tho.se ' that have been a~essed previonsly. A Fee Schedule is indud~ with this guide. Plcaae sign and return the Brokerage Account Form immediately so that you will be able to exercise your ~ options after December 31, 2000. If you have any questions about the broke~ge account or about ps,~-r stock options, please contact Merrill Lynch, toll-free in the United States, Puerto Rico, and Canada, at 86t-PFIZER0 (866-734-9370). Outside the United Sta~es, Puerto Rico, and Canada, the telephone number to call is 732-5~3-8766. This number is not toll-free. Bill'done. Corporate Hu~nan Resources i EurJnsure~ Tom CIonatelli Corpor!}te Finance EXHIBIT '"D" Merrill lynch i~. !: PFIZER . . EXERCISE REQUEST FORM (Plense rend snd follow the inst~cfions on ~e r~e~ side ot ~his to~ ~se one form ~r op~on ~e~) 5EC'I'ION I. ACCOUNT IN'FORMATION Pl~a~ ~ ~ you ~ be ~u~j~ to 3 ~ ~ U.S. ~ ~ ~ u~ ~e ap~ate ~x ~ ~ ~B~ / ~) ~ ~ ~ ~ M~ / I ~ ~ ~im} ~ N~ if~ ~m~ ~ k~ ~i~ ~ ~ ~t nm~ for ~ ~ St~k Ogi~ PI~ g ~ Me~ll L~ ~ ~ ~ ' SECTION 2: OPTIONS I AM EXERCISING Option Grant ~ O~ti~n Grant Pti= Number o lOp,ions tn Ex~rcise /; D"eO ECTION 3. TYPE OF EXERCISK Cash Pwchase Exercise Cashless- Hold Slock/Markat Order Cashleas- Hold St~ek/Day Limit Order C~hless- Hold Stock/Good Until Canceled Order Cashless- Sell Stock Exercise/Market Order Ca,blass- Sell Stock Exercise/Day Limit Order Cashless- $¢I1 Stock ExcrclsdGcod Until Canceled Order Exerdse Request C~cellation/Good Until Canceled Order Limit Price: - USS Limit Price: USS * Limit Price: USS Limit Price: USS 'OR CASH PURCHASE EXERCISE R£OUEST$ ONLY. ~) Indicate how you would like to p~. the ~:~grci~tt Price of your option~ from tko P/orksheef on the reverse side of tM.~ form: ~Cash Endosod U.$,$ /6 I/"~"~ *._.~C~sh in myBrokcrags Ac~unnt $.. * ( )Funds held in my Stock Option Savings Account S (B.) Indicate ko.you would lile to poy your #pplicoble withholding t~.r from ~he F/orlaheet oo the rever~e side of tM$ form: ( ) Cash Enolceod U.$.$ * __ ( ) Sale of Sharus from this Exer=is~ ( ) C=h in my Merrill Llm=h Brokcmgs ACcount ( )Funds held in my Stock Option Savings A~count $ T~ od~l~o yenr ~m~at ~o~nt, ~oo~ (C) or '(D ) f~m Ih ~ ~t'er/~h¢~ on ~1~ ~'~o sM~ of tl~l~ form: (C.) Prepay only the Exercise Price. Merrill Lynch will sell some shares to pay a~plicable taxes and fees. (Exer~ l~ice- opt/on/rant price x number o fopt/ons bein~ ex~cisod.) Amount= USS · (D.)__ Pr~:~ay th~ Exemise Price and a~pllcahle taxes. If)our total payment is not sufficient to ~over Olese amounts, Mem'll Llmch will ash som~ RI~CTION 4. DISTRIBUTION' FOR CASHLESS $1~LL STOCK EXERCISF.~. U.5. Dollsr Distribatloa. Select one of the followin$ lo receive the proceeds of the exercise in U. S. Dollms: ( ) Scod the exercise proceeds lo me via check. Pmcee~ will be sent lo the addres~ illdJcalod on Menil] L~rch's r~cerds. If you wish to chanBe ~ addmas, pla~a conloc~ lvlam~l L~ch at 1 -~66-734-9370 (1-~6-PFIZER-0). ( ) De. sit the exercise proceeds in m7 Mem'll L!ach Brok~'a~e Account shown in Section 1. ( ) ttrll'a Tr~sfar to my bank accounC I have confirmed that Me.ill Lynch has my hank account infom,,~ioa. Loesl Carreae,/Diatributlo# Recl=eSls. A fee may be dedu~od ~rom your proceeds. For mom in formagon, refer to your Plan communicatiun Counh'y / Currency R. aquastod / Thrae-Latlor Cusranc7 Code: ( ) Receive proceeds via check. ( ) Receive proczecis via wire transfer. To have yom proceeds sent via wire transfer, please provide Merrill Ll~ch with 7our wire lrmsf~r iz~ormafion prior to the ',vim u'am for transaction. You can do this I)7 comacfinB e Merrill Lynch Customer Service Reprasantative.. If the in~ormatioo on tkis form r~ults ia a ~emm of your disburacment lo Mem'll Lynch, ant' proceeds t'om the sale will be deposited in U.$. dollar~ ta Mem~l Lynch asco~nt, and Merrill Lynch will nol be liable ~or any losses due lo fluctuations ia e.xchanse ra~. ~CTIOH ~. SIGNATURE. l undars~nd ami ~ ~hat ~is exercise request will be processed in soco~ar,~e wilh the latins and condigo~s ~ my ~ Lynch w.G~t ard ~ terms of the Pf.P~ $~x:k Opti~ Ptan~ I hav~e~ived an,/r~quimt approval tQ ~ll s~oek u~ter SEC Rul~ 144/145 ~' as · Sectiofl 16 offi~'. Merrill Lynch PFIZER EXERCISE REQUEST FORM (Please Fad and follow tho instructions on the reverse side of this form. Use one form per option exercise) SECTION L ACCOUNT INFORMATION P~,~ note that you wfll be subject to 31% U.S. backup wl~holdlng tax un,~.s~ tl:e approp#ate tax i~entlflcation inFotmagon iW-.SBEN / V~) is on file at Merrill (U~e your 5aci~l Security Number if that number ~s be~n d~siSnzmd as your a?r~n~ num~. for the Pti~rr Stock C~xia~ Plan, or the Merrill Lynch acceent number as~blithed Part/~p~n Nar~: (Please includ~ LI.5. are~ code o~ non-U.S, cou~u-y ~,d city ccde.) SECTION 2: OPTIONS I AM EXERCISING Option G~mt Date Option Grant Price (C ~Y f~onth/~ ) .4. ql ' I SECTION 3. TYPE OF EXERCISE. S~lect me of the following: 0( Cash Purchase Exercise Ceshlass - Hold Stock/Market Order Cashless - Hold Stoc 'k/Dsy Limit Order Limit Price: - USS, C~hl~ss- Hold Stock/Good Undl Canceled Order l,imit PHs·: USS Cashless- Se{1 Stock ExerciseYlvLorket Order Cashless -S¢}1 Sleek Exercise/Day Limit Order Limit Price: USS · Ca.~h{ess - Sell Stock Exercise/Cc, od Until Canceled Order Limit Price: USS e-- Exercise Request Cancellation/Good Until Canceled Order FOR CASH PURCHASE EXERCISE REQUESTS ONLY. fA) Indicate how you {vouM like to p~v the ~rercise Price o freer options from the P/o~k. vheet on the rever~e side of thief erin: ( )Funds held in my Sto~k Op~on Savings Account $ (B.) Indicmte ~o~ you would Iii· to pay your epplicaMe withlMIding tox from the WorY~&eet on t~e to·rs·side ef thi~ form: ( ) Canh Encise~t U.S.S ,, __ ( ) Sale of Shares from this Exen:ise ( ) Canl~ in my Moo'ill Lynch Brokerage A~count ( )Funds held in my Stock Option Savings A~count $ · ?e ¢alc~tote %mrr peyese, a~ ararat, ¢l~ose (C) o~' (~ ~ /zero the FFerts/~eet aa ~e ~eve;'se side of thY. s/erA. (C.)__ Prepay only the Exercise Prise. ~e,'rfll Lynch will sell some sba'es to pay appliseble taxes and Fees. (Exercise Price - option ~-ant price x number of opdons being cx,~cised.) Amoum: USS CD.) ~ Prepay thc Exercise Price and applicable taxes. If your total payment is not sufficient to cover these amounts, Merrill lynch will sell some ~ha~s to cover the shortfall. Amoum- USS SECTION 4. DISTRIBUTION FOR CASHLESS S~LL STOCK EXERCISES. U.S. Dollar Db~rlbutioa. Select one of'the folLowing to rcseive the proceeds of the exercise in U. S. Doila,3: ( ) Send the ex,else proceeds to me via check. Proceeds will be sent to the address indicated off Men~{l Lynch's records. If you wish to change that address, plsesu contact lvLorrill Lynch at 1-866-734-9370 (l-866-PFIZER*0). ( ) Deposit the ex~-'cisu proceeds in my Merrill Lynch Brokerage Account shown in Section 1. ( ) WL~ Transfer to my bank account. ! have confirmed that lvierrill Lynch has my bank ancou~t information. Local Currency Dis~etioa Requests. A fee may be d.educmd from your !xocccds. For mom inf'ormation, refer to your Plan commuuieatinn ma','tials. Countzy / Currency Requested / Thrc~-Letter Currency Code: ( ) Re. calve proseed5 via check. ( ) Receive proseeds via wire ~zansfer. To have your proseeds scm via wire tranefer, plcese provide Moo'ill Lynch with your wire Uansfer information prior to the wire ~ansfcr Iz~macfion. You c~ do this by conte~ing a Merrill Lynch Customer Servise Rapreseniatlvc.. If the ~formatinn on this form results in a raturu of your disbursement to }vfortiI{ Lynch, any proceeds fi.om the sale will be deposited in U.S. dollarc to your ,Mem]l Lynch accoum, and M~rrill Lynch will not be ilabie For ~y Losses due to flu~-A,~,,i~,,, in e,--h.,,~,- rates. SE~l IOi'q S. SIGNATURE. I undeanmd and agree ~ ~hia exercise nglU~ will be pmce~Lsed in asco'danse with ~he tarns and conditiom ~ovamlng my Me,rill Lym:h ccco~t aed ~, ~,ms of,he Pt'~r, Stock O~tion PI~. ! haw ~eived a,U, required approval to se~l stock under SEC Ruic ~,~H45 ~' as · Set,on 16 .-. Merrill Lynch ( ~ ~ PFIZER EXERCISE REQUEST FORM (Plense rend and follow the instructions on the revers~ side of this form, Us~ one form per option · SECTION L ACCOUNT INFORMATION ~ECT~ON 2: OFX"IONS I AM EXERCISING . ( ( ( ( '( ( 2~.-~t iON 3~TYPE.OF EXERCISE. ~l~c~ ~-Hold S~ ~er ~- ~I~ S~ay Li~t ~er .Li~t Pfi~: ' ~-Hold S~ Un~I Ca~ded O~er Limit P~ce: ~- S~O S~k E~i~ay Li~t O~r ~ - S~ S~k ~ Un~l ( ~ ~ C~l~o~O~ Un~ Cm~led ~er USS · USS · L~m~t Price: USS · Mmit Pric~: USS u __ (~) !~ h~ you ~u~ ~ lo pay your applicable w~hh~din~ t~ from the ~o~h~ on ~e r~ si~ of ~ for~ SE~ON · D~i~B~ON FOR ~HLE~ SE~ ~0~ ~RCIS~ ~ Cu~ency D~r~u~n ~ A ~ae ~y be dedu~ ~m youc pm~ For ~m ~o~t~ ~r m 7~ P~ ~ ~ ( ) ~e p~vh~e~ . EXHI'B IT ~'' E" Warncr-'~.~mbcrt Consumer Pfizer Inc 201 Tabor Road Morris Plains, NJ 07950 Tel 973 385 2000 Warner-Lambert Consumer Group Rossana Gray Senior Director, Human Resources April 13, 2001 ; Sherry L. Lurie 1835 Red Spruce Lane Mechanicsburg, PA 17050 Dear Sherry: As we discussed we are returning your check in the amount of $32,787.84 since your stock options have expired end cannot be reinstated. We regret that you experienced difficuRies during the separation process. I will call you by the end of this month, or sooner, regarding the stock option issue. If you have any questions, I can be reached at 973-385-7049. Regards, Senior Director, Human Resources Consumer Healthcare U.S. cc: Peter Wentworth Attachments Barbara Sumple-Sullivan, Esquire Supreme Court #32317 549 Bridge Street New Cumberland, PA 17070 (717) 774-1445 SHERRY LURIE IN THE COURT OF COIVIiVION PLEAS OF 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff PFIZER, INC. 235 EAST 42"a STREET NEW YORK, NEW YORK 10017-5755, Defendant CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-5914 Civil 2001 I, SHERRY L. LURIE, hereby certify that the facts set forth in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that any false statements made herein are subject to penalties of 18 Pa. C.S.A. §4904 relating to unswom falsification to authorities. SHERRY L.CLURIE Barbara Sumple-Sullivan, Esquire Supreme Court #32317 549 Bridge SU'eet New Cumberland, PA 17070 (717) 774-1445 SI-n/RRY LURIE 1835 RED SPRUCE LANE MECHANICSBURG, PA 17055 Plaintiff PFIZER, INC. 235 EAST 42"d STREET NEW YORK, NEW YORK 10017-5755, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 01-5914 Civil 2001 CERTIFICATE OF SERVICE I, Barbara Sumple-Sullivan, Esquire, do hereby certify that on this date, I served the foregoing Complaint, in the above-captioned matter upon the following individual by first class mail, postage prepaid, addressed as follows: DATED: March//~, 2002 Caroline M. Austin, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor PhiladelP~squire 549 Bridge Street New Cumberland, PA 17070° 1931 (717)-774-1445 Supreme Court ID #32317 Exhibit B WOLF, BLOCK, SCHORR and SOLIS-COI-IEN LLP By: Caroline M. Austin, Esquire Identification No.: 75228 1650 Arch Street - 22nd Floor Philadelphia, PA 19103 (215) 977-2336 SHERRY LURIE PFIZER, INC. PLAINTIFF DEFENDANT COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. 01-5914-CV-2001 TO: Prothonotary Please take note that the above-captioned case has been removed to the United States District Court for the Middle District of Pennsylvania pursuant to 28 U.S.C. § 1446 by Defendant Pfizer Inc. A copy of the Notice of Removal being filed in the United States District Court for the Middle District of Pennsylvania is attached hereto. Caroline M. Austin, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street - 22nd Floor Philadelphia, PA 19103 Attorney for Defendant Date: April 3, 2002 DSB:834075.1/PFI003-1 $6628 CERTIFICATE OF SERVICE I, Caroline M. Austin, hereby certify that on April 3, 2002, I caused a true and correct copy of the foregoing Notice to the Prothonotary to be served via first class mail, postage pre- paid to the following: Barbara Sumple-Sullivan, Esquire 549 Bridge Street New Cumberland, PA 17070 Caroline M. Austin, Esquire DSB:834075,1/PFI003-156628 Curtis R. Long Prothonota~ Renee K. Simpson Deputy Prothonotary John E. Slike Solicitor Office of the rotl)onotarp Cumberlanb Countp Court of Common Pleas Cumberland County, Pennsylvania DocketNo. O/-~-7/L/ 0~'~,~:1 Please acknowledge receipt of this case by signing and dating this document. Please send this back to: PROTHONOTARY OFFICE CUMBERLAND COUNTY COURTHOUSE ONE COURTHOUSE SQUARE CARLISLE, PA 17013 Attn: Becky Record received: Date: ~ c~,,~, o)0~)/ ~ ~. ~ . (sLg~atur~ & title)