Philip Morris International Inc. Sample Contracts

PHILIP MORRIS INTERNATIONAL INC. RESTRICTED STOCK UNIT AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (February 10, 2022)
Restricted Stock Unit Agreement • April 28th, 2022 • Philip Morris International Inc. • Cigarettes

PHILIP MORRIS INTERNATIONAL INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the Award Statement (the “Employee”) under the Philip Morris International Inc. 2017 Performance Incentive Plan (the “Plan”), a Restricted Stock Unit Award (the “Award”) dated February 10, 2022 (the “Award Date”) with respect to the number of shares of the Common Stock of the Company (the “Common Stock”) set forth in the Award Statement (the “RSUs”), all in accordance with and subject to the following terms and conditions:

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PHILIP MORRIS INTERNATIONAL INC. PERFORMANCE SHARE UNIT AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (February 10, 2022) Performance Period: January 1, 2022 to December 31, 2024
Performance Share Unit Agreement • April 28th, 2022 • Philip Morris International Inc. • Cigarettes

PHILIP MORRIS INTERNATIONAL INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the Award Statement (the “Employee”) under the Philip Morris International Inc. 2017 Performance Incentive Plan (the “Plan”), a Performance Share Unit Award (the “Award”) dated February 10, 2022 (the “Award Date”) representing a right to receive shares of the Common Stock of the Company (the “Common Stock”) set forth in the Award Statement (the “PSUs”), all in accordance with and subject to the following terms and conditions:

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PHILIP MORRIS INTERNATIONAL INC. DEFERRED STOCK AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (February 5, 2015)
Deferred Stock Agreement • February 10th, 2015 • Philip Morris International Inc. • Cigarettes • New York

PHILIP MORRIS INTERNATIONAL INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the Award Statement (the “Employee”) under the Philip Morris International Inc. 2012 Performance Incentive Plan (the “Plan”), a Deferred Stock Award (the “Award”) dated February 5, 2015, (the “Award Date”) with respect to the number of shares set forth in the Award Statement (the “Deferred Shares”) of the Common Stock of the Company (the “Common Stock”), all in accordance with and subject to the following terms and conditions:

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PHILIP MORRIS INTERNATIONAL INC. RESTRICTED STOCK UNIT AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (Month Day, Year)
Restricted Stock Unit Agreement • February 8th, 2024 • Philip Morris International Inc. • Cigarettes

grants to the employee identified in the Award Statement (the “Employee”) under the Philip Morris International Inc. 2022 Performance Incentive Plan (the “Plan”), a Restricted Stock Unit Award (the “Award”) dated Month Day, Year (the “Award Date”) with respect to the number of shares of the Common Stock of the Company (the “Common Stock”) set forth in the Award Statement (the “RSUs”), all in accordance with and subject to the following terms and conditions:

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CREDIT AGREEMENT relating to a US$3,500,000,000 REVOLVING CREDIT FACILITY (including a US$800,000,000 swingline option) Dated as of 1 October 2015 among PHILIP MORRIS INTERNATIONAL INC. and THE INITIAL LENDERS NAMED HEREIN and CITIBANK INTERNATIONAL...
Credit Agreement • October 5th, 2015 • Philip Morris International Inc. • Cigarettes • New York
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PHILIP MORRIS INTERNATIONAL INC. PERFORMANCE SHARE UNIT AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (Month Day, Year) Performance Period: Month Day, Year to Month Day, Year
Performance Share Unit Agreement • February 8th, 2024 • Philip Morris International Inc. • Cigarettes

grants to the employee identified in the Award Statement (the “Employee”) under the Philip Morris International Inc. 2022 Performance Incentive Plan (the “Plan”), a Performance Share Unit Award (the “Award”) dated Month Day, Year (the “Award Date”) representing a right to receive shares of the Common Stock of the Company (the “Common Stock”) set forth in the Award Statement (the “PSUs”), all in accordance with and subject to the following terms and conditions:

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AMENDMENT AND EXTENSION AGREEMENT
Credit Agreement • September 23rd, 2022 • Philip Morris International Inc. • Cigarettes • New York

(2)THE FINANCIAL INSTITUTIONS AND OTHER INSTITUTIONAL LENDERS (the “Initial Lenders”) listed on the signature pages hereof;

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PHILIP MORRIS INTERNATIONAL EMPLOYEE GRANTOR TRUST ENROLLMENT AGREEMENT
Employee Grantor Trust Enrollment Agreement • February 26th, 2009 • Philip Morris International Inc. • Cigarettes • New York

This agreement (“Agreement”) is made the day of , 2008, between (the “Employee”), the person, if any, to whom the Employee is legally married (the “Employee’s Spouse”), PMI Global Services Inc. (“PMIGS”) and those affiliates of PMIGS that are or become obligated to the Employee under the terms of the PMI Supplemental Plans or the SEP, as defined below (PMIGS and such affiliates collectively referred to hereinafter as the “Company”).

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PHILIP MORRIS INTERNATIONAL INC. (as amended and restated effective February 11, 2010) RESTRICTED STOCK AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (February 10, 2011)
Restricted Stock Agreement • February 11th, 2011 • Philip Morris International Inc. • Cigarettes • New York

PHILIP MORRIS INTERNATIONAL INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the 2011 Restricted Stock Award section of the Award Statement (the “Employee”) under the Philip Morris International Inc. 2008 Performance Incentive Plan (as amended and restated effective February 11, 2010) (the “Plan”) a Restricted Stock Award (the “Award”) dated February 10, 2011 (the “Award Date”) with respect to the number of shares set forth in the 2011 Restricted Stock Award section of the Award Statement (the “Shares”) of the Common Stock of the Company (the “Common Stock”), all in accordance with and subject to the following terms and conditions:

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AMENDMENT NO. 3 TO TIME SHARING AGREEMENT
Time Sharing Agreement • February 20th, 2015 • Philip Morris International Inc. • Cigarettes • New York

THIS AMENDMENT NO. 3 TO TIME SHARING AGREEMENT (the “Amendment”) is made and entered into this 31 day of December, 2014, by and between PMI Global Services Inc., with an address of 180 Airport Rd, Hgr D2, White Plains, NY 10604 (“Operator”) and Louis C. Camilleri, with an address of 120 Park Avenue, New York, New York 10017 (“User”).

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FORM OF INTELLECTUAL PROPERTY AGREEMENT BY AND BETWEEN PHILIP MORRIS INTERNATIONAL INC. AND PHILIP MORRIS USA INC. DATED AS OF JANUARY 1, 2008
Intellectual Property Agreement • March 5th, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS INTELLECTUAL PROPERTY AGREEMENT, dated as of January 1, 2008 (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Philip Morris International Inc., a Virginia corporation (“PMI”), and Philip Morris USA Inc., a Virginia corporation (“PM USA” and, together with PMI, the “Parties”).

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN ALTRIA CORPORATE SERVICES, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF MARCH 28, 2008
Transition Services Agreement • March 31st, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS TRANSITION SERVICES AGREEMENT, dated as of March 28, 2008 (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Altria Corporate Services, Inc., a New York corporation (“ALCS”), and Philip Morris International Inc., a Virginia corporation (“PMI”).

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FORM OF RESTATED EMPLOYEE GRANTOR TRUST ENROLLMENT AGREEMENT
Employee Grantor Trust Enrollment Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • New York

This agreement, made the day of , 2008, between [Executive] (the “Employee”), the person, if any, to whom the Employee is legally married (the “Employee’s Spouse”), and Philip Morris International Inc. (“PMI”) and its subsidiaries (collectively, the “Company”),

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CREDIT AGREEMENT relating to a EUR 2,000,000,000 5-YEAR REVOLVING CREDIT FACILITY (including a EUR 1,000,000,000 swingline option) and a EUR 2,500,000,000 3-YEAR TERM LOAN FACILITY Dated as of 12 May 2005 among PHILIP MORRIS INTERNATIONAL INC. and THE...
Credit Agreement • September 27th, 2007 • Philip Morris International Inc. • New York
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SETTLEMENT AGREEMENT
Settlement Agreement • February 8th, 2024 • Philip Morris International Inc. • Cigarettes • England and Wales

This Settlement Agreement (“Agreement”) by and between: (1) Philip Morris Products S.A., a corporation organised under the laws of Switzerland, with offices at Quai Jeanrenaud 3, 2000 Neuchâtel, Switzerland (“PMP”); and (2) Nicoventures Trading Limited, a company registered in England and Wales with registered office at Globe House, 1 Water Street, London, WC2R 3LA (“BAT”) is entered into as of the Effective Date.

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FORM OF TAX SHARING AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF
Tax Sharing Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS TAX SHARING AGREEMENT dated as of (the “Agreement”) is between Altria Group, Inc., a Virginia corporation (“Altria”), and Philip Morris International Inc., a Virginia corporation (“PMI”) (sometimes referred to herein individually as “Party”, or together, as “Parties”).

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TIME SHARING AGREEMENT
Time Sharing Agreement • August 2nd, 2013 • Philip Morris International Inc. • Cigarettes • New York

THIS TIME SHARING AGREEMENT (the “Agreement”) is made and entered into this 8th day of May, 2013, by and between PMI Global Services Inc., with an address of 180 Airport Rd, Hgr D2, White Plains, NY 10604 (“Operator”) and André Calantzopoulos, with an address of Avenue de Rhodanie 50, 1007 Lausanne, Switzerland (“User”).

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CREDIT AGREEMENT relating to a US$3,000,000,000 5-YEAR REVOLVING CREDIT FACILITY (including a US$900,000,000 swingline option) and a US$1,000,000,000 3-YEAR REVOLVING CREDIT FACILITY (including a US$300,000,000 swingline option) and a EUR...
Credit Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • New York
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FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF
Employee Matters Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS EMPLOYEE MATTERS AGREEMENT, dated as of (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Altria Group, Inc., a Virginia corporation (“Altria”), and Philip Morris International Inc., a Virginia corporation (“PMI”).

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EARLY RETIREMENT AGREEMENT (the “Agreement”) and RELEASE Dear Matteo,
Early Retirement Agreement • July 27th, 2015 • Philip Morris International Inc. • Cigarettes • Vaud

We refer to the discussion you have had with representatives of Philip Morris Services SA (“the Company”) during which you communicated your final decision to take early retirement. The Company and you mutually agree on the following terms and conditions to apply to your Early Retirement.

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DISTRIBUTION AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF JANUARY 30, 2008
Distribution Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS DISTRIBUTION AGREEMENT, dated as of January 30, 2008 (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Altria Group, Inc., a Virginia corporation (“Altria”), and Philip Morris International Inc., a Virginia corporation (“PMI”). In addition, Philip Morris USA Inc., a Virginia corporation (“PM USA”), has entered into this Agreement solely for the purpose of providing the indemnification set forth in Section 3.05.

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PHILIP MORRIS INTERNATIONAL INC. (the “Company”) Debt Securities TERMS AGREEMENT
Terms Agreement • August 1st, 2019 • Philip Morris International Inc. • Cigarettes

We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of April 25, 2008 in connection with Philip Morris International Inc.’s registration statement on Form S-3 (No. 333-216046) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities on the following terms:

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Lausanne, June 15th, 2010
Early Retirement Agreement • August 6th, 2010 • Philip Morris International Inc. • Cigarettes • Vaud

We refer to our recent discussion regarding the additional terms and conditions relating to the ending of your employment with Philip Morris International Management SA (the “Company”). We would like to confirm the terms and conditions relating to your early retirement as follows.

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PHILIP MORRIS INTERNATIONAL INC. (the “Company”) Debt Securities TERMS AGREEMENT
Terms Agreement • March 20th, 2012 • Philip Morris International Inc. • Cigarettes

We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of April 25, 2008 in connection with Philip Morris International Inc.’s registration statement on Form S-3 (No. 333-172490) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities on the following terms:

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PHILIP MORRIS INTERNATIONAL INC. (the “Company”) Debt Securities TERMS AGREEMENT
Terms Agreement • November 12th, 2013 • Philip Morris International Inc. • Cigarettes

We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of April 25, 2008 in connection with Philip Morris International Inc.’s registration statement on Form S-3 (No. 333-172490) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities on the following terms:

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TERMS AGREEMENT
Terms Agreement • May 1st, 2023 • Philip Morris International Inc. • Cigarettes

On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of April 25, 2008 in connection with Philip Morris International Inc.’s registration statement on Form S-3 (No. 333-269690) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities on the following terms:

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AMENDMENT NO. 1
Credit Agreement • September 2nd, 2022 • Philip Morris International Inc. • Cigarettes • New York

This Amendment No. 1 (this “Agreement”) to the Credit Agreement (as defined below) is dated as of September 2, 2022, among PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (“PMI”), the Lenders party hereto and CITIBANK EUROPE PLC, UK BRANCH, as Facility Agent.

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SEPARATION AGREEMENT (the “Agreement”) and RELEASE Dear Martin,
Separation Agreement • August 20th, 2021 • Philip Morris International Inc. • Cigarettes • Vaud

We refer to the discussion you have had with representatives of Philip Morris Services S.A. (the “Company”) concerning the end of your employment with the Company and would like to confirm the terms and conditions relating to your termination as follows.

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PHILIP MORRIS
Severance Agreement • February 20th, 2015 • Philip Morris International Inc. • Cigarettes

It is with the greatest regret that we acknowledge your resignation, whilst fully understanding the underlying reasons. Please accept this letter as our mutual agreement to end your employment with Philip Morris International Inc. on 31 December 2014.

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SEPARATION AGREEMENT (the “Agreement”) and RELEASE Dear Drago,
Separation Agreement • March 3rd, 2023 • Philip Morris International Inc. • Cigarettes • Vaud

We refer to the discussion you have had with representatives of Philip Morris Products S.A. (the “Company”), previously Philip Morris International Management SA, during which you were informed of the Company’s decision to end your employment with the Company and would like to confirm terms and conditions relating to your termination as follows.

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for the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen:
Credit Agreement • January 28th, 2016 • Philip Morris International Inc. • Cigarettes • New York

The undersigned (the “Extending Lender”) hereby agrees to extend, effective 28 February 2016 (the “Extension Date”), its Commitment and the Maturity Date under the Credit Agreement, dated as of 28 February 2014 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined if not defined herein), among Philip Morris International Inc. (“PMI”), the Lenders party thereto, J.P. Morgan Europe Limited, as Facility Agent, and JPMorgan Chase Bank, N.A., as Swingline Agent, for an additional one year period to 28 February 2021 (the “Extended Maturity Date”) pursuant to Section 2.23 of the Credit Agreement.

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Citibank Europe PLC, UK Branch, as Administrative Agent for the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen:
Credit Agreement • February 3rd, 2020 • Philip Morris International Inc. • Cigarettes • New York

Each of the undersigned Lenders (each such Lender, an “Extending Lender”) hereby agrees to extend, effective 4 February 2020, its Commitment and the Maturity Date under the Credit Agreement, dated as of 12 February 2013 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Philip Morris International Inc. (“PMI”), the Lenders party thereto and Citibank Europe PLC, UK Branch (legal successor to Citibank International Limited), as Administrative Agent, for an additional 364-day period to 2 February 2021 pursuant to Section 2.19 of the Credit Agreement.

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AMENDMENT NO.2 TO TIME SHARING AGREEMENT
Time Sharing Agreement • February 22nd, 2013 • Philip Morris International Inc. • Cigarettes • New York

THIS AMENDMENT NO.2 TO TIME SHARING AGREEMENT (the “Amendment”) is made and entered into this 23rd day of October, 2012, by and between PMI Global Services Inc., with an address of 180 Airport Rd, Hgr D2, White Plains, NY 10604 (“Operator”) and Louis C. Camilleri, with an address of 120 Park Avenue, New York, New York 10017 (“User”).

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AGREEMENT BY AND BETWEEN MR. LOUIS CAMILLERI (the “Employee”) AND PHILIP MORRIS COMPANIES INC. (the “Company”)
Pension Transfer Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes
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for the Lenders party to the Credit Agreement referred to below
Credit Agreement • May 2nd, 2014 • Philip Morris International Inc. • Cigarettes • New York

The undersigned (the “Extending Lender”) hereby agrees to extend, effective 31 January 2014 (the “Extension Date”), its Commitment and the Maturity Date under the Credit Agreement, dated as of 12 February 2013 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined if not defined herein), among Philip Morris International Inc. (“PMI”), the Lenders party thereto and The Royal Bank of Scotland plc, as Administrative Agent, for an additional 364-day period to 10 February 2015 (the “Extended Maturity Date”) pursuant to Section 2.19 of the Credit Agreement.

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