EXHIBIT 10.19
EMPLOYMENT AGREEMENT
AGREEMENT by and between Philip Morris Companies Inc., a Virginia corporation (the ''Company'') and (the
''Executive''), dated as of the day of , 1989.
The Board of Directors of the Company (the ''Board''), has determined that it is in the best interests of the
Company and its shareholders to assure that the Company will have the continued dedication of the Executive,
notwithstand- ing the possibility, threat or occurrence of a Change of Control (as defined below) of the
Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of
the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the Company currently and in the event of any threatened or pending
Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of
Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which
are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board
has caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions. (a) The ''Effective Date'' shall mean the first date during the Change of Control Period (as
defined in Section 1(b)) on which a Change of Control (as
defined in Section 2) occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control
occurs and if the Executive's employment with the Company is terminated or the Executive ceases to be [state
position] of the Company prior to the date on which the Change of Control occurs, and if it is reasonably
demonstrated by the Executive that such termination of employment or cessation of status as
[state position] (i) was at the request of a third party who has taken steps reasonably calculated to effect a
Change of Control or (ii)