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

         Letter Agreement, dated as of December 9, 2019, by and between Clinton A.
  10.1   Lewis, Jr. and Zoetis Inc.

         Cover Page Interactive Data File (embedded within the Inline XBRL
104      document).

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