PFIZER: El silencio de los corderos...

By Jim Edwards December 20, 2010

Former Pfizer CEO Jeff Kindler had to sign a vow of silence that prevents him from saying certain “truthful statements” about the company in order to receive his $20.7 million severance package, according to an SEC disclosure.

While the agreement is not unique — former biotech chief Corey Goodman signed a similar omertà-style vow — it makes it very difficult for Kindler or any current member of management to ever describe candidly, in detail, what went on between Kindler and the board of directors in the days and hours leading up to his unexpected Sunday night resignation on Dec. 5.

Here’s the relevant language in the agreement Kindler signed. It begins with an expansive definition of “confidential information” that prevents Kindler from talking about any “knowledge or data” he has about the company:

Executive shall hold all trade secrets, secret or confidential information, intellectual property, or other proprietary information, knowledge or data relating to the Company or any of its subsidiaries or affiliated companies and their respective businesses that Executive obtained during or after Executive’s employment by the Company or any of its affiliated companies (“Confidential Information”) in strict confidence.

It then bans Kindler or Pfizer from saying anything negative or critical:

Executive covenants and agrees not to engage in any act or say anything that is intended, or may reasonably be expected, to harm the reputation, business, prospects or operations of the Company, its officers, directors, stockholders or employees.

The Company will instruct its senior management and directors not to engage in any act or say anything that is intended, or may reasonably be expected, to harm the reputation, or business prospects of Executive and further agrees to make no official statements that are intended, or may reasonably be expected, to harm the reputation of Executive.

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