Robert J. Polzer - 08 Feb 2023 Form 4 Insider Report for Zoetis Inc. (ZTS)

Footnote F1

Represents performance award units with a three-year performance period covering 2020-2022 that were granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon. The performance award units reported herein were deemed acquired on February 8, 2023, which is the date the Zoetis Human Resources Committee certified the level of achievement of the applicable performance goal for these performance award units. The performance award units (and dividend equivalent units issued thereon) will vest and be settled in shares of Zoetis common stock on February 11, 2023, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Footnote F2

Each performance award unit represents a contingent right to receive one share of Zoetis Inc. common stock.

Footnote F3

Each performance award unit will vest and be settled in shares of Zoetis Inc. common stock on February 11, 2023 subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Footnote F4

Not applicable.

Footnote F5

Represents restricted stock units granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs"). One-third of the RSUs vest and are settled in shares of Zoetis common stock on each of the first, second and third anniversaries of the date of grant, respectively, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Footnote F6

Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

Footnote F7

One-third of each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Footnote F8

Represents restricted stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs"). RSUs vest and are settled in shares of Zoetis common stock on the third anniversary of the date of grant, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Footnote F9

Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the third anniversary of the date of grant, subject to the reporting person's continued service through such vesting date and subject toearlier vesting and settlement upon certain specific events.

Footnote F10

The RSUs vest as follows: 282.3532 RSUs will vest on February 11, 2023; 252.3747 will vest on February 10, 2024; and 1,396.0802 RSUs will vest on February 8, 2025.

Footnote F11

Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan.

Footnote F12

One-third of each option will vest on the first, second and third anniversaries of the date of grant.

Footnote F13

Each option expires on the tenth anniversary of the date of grant.

Footnote F14

Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan.

Footnote F15

1,179 options granted February 11, 2020 at an exercise price of $144.03 per option; 1,057 options granted February 10, 2021 at an exercise price of $160.62 per option; and 5,455 options granted February 8, 2022 at an exercise price of $201.30 per option.

Footnote F16

Each option vests on the third anniversary of the date of grant.