Item 5. Other Information
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Item 5. Other Information
We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 Compensatory Arrangements of Certain Officers.
Following a periodic review of market terms, on July 31, 2025, the Zoetis Inc. (the “Company”) Board of Directors approved an amendment and restatement of the Zoetis Executive Severance Plan (the “Plan”), in which each of the Company’s named executive officers is a participant. Upon a qualifying termination absent a “change of control,” the material changes to the Plan include increases to the number of months of base salary severance, the multiple applied to the participant’s target bonus to determine the amount of target bonus severance and the number of months of Company-paid health and life insurance benefits provided to the participant. Upon a qualifying termination that occurs on or within 24 months of a “change of control,” the material changes to the Plan include increases to the number of months of Company-paid health and life insurance coverage provided to the participant and the addition of a pro-rata annual bonus for the year of termination based on the target bonus pro-rated for the length of service and through the date of termination. The Plan also provides for a new “better-net” cutback that provides that any payments and benefits under the Plan will be reduced to the extent that they would be subject to an excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, unless the executive officer would be better off on an after-tax basis receiving all such payments and benefits and paying his or her own excise tax.
The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is filed herewith as Exhibit 10.1.
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