Exhibit 10.69
Wyeth
2009 CASH LONG-TERM INCENTIVE
PLAN
Section 1. Purpose.
The purpose of this Wyeth 2009 Cash
Long-Term Incentive Plan is to promote the interests of Wyeth and
its stockholders by retaining and motivating exceptional executives
and other key employees of the Company.
Section 2.
Definitions. All
capitalized terms used in the Plan shall have the meanings set
forth in Schedule A attached hereto.
Section 3.
Administration of the Plan. Subject to applicable law, and
in addition to other express powers and authorizations conferred on
the Board by the Plan, the Committee (or its designee or delegatee)
shall have full power and authority to: (i) designate
Participants; (ii) determine the terms and conditions of any
Award consistent with the provisions of the Plan;
(iii) establish, amend, suspend, terminate or waive any terms
or conditions of an Award, without the Participant’s consent,
consistent with the provisions of the Plan; (iv) determine
whether, to what extent, and under what circumstances and method(s)
Awards may be settled, exercised, canceled, forfeited, or
suspended; (v) appoint such agents and make such delegations
as it shall deem appropriate for the proper administration of the
Plan; and (vi) make any other determination and take any other
action that the Committee deems necessary or desirable for the
administration of the Plan. In addition, the Committee shall
administer and oversee the daily operations of the Plan and shall
have full power and authority to interpret, reconcile any
inconsistency, correct any default and/or supply any omission in
the Plan and any instrument or agreement relating to, or Award made
under, the Plan and fulfill any other responsibilities as may
otherwise be set forth in the Plan. Unless otherwise expressly
provided in the Plan, all determinations and other decisions under
or with respect to the Plan or any Award made by the Committee
shall be final, conclusive, and binding upon all Persons, including
the Company (and any successor thereto), any Participant, any
beneficiary of any Participant and any employee of the Company
charged with implementing any such determinations or decisions. No
member of the Board or the Committee (or any designee or delegatee
thereto) shall be personally liable for any action or determination
made in good faith with respect to the Plan or any Award hereunder.
Notwithstanding anything set forth in this Section 3 or
otherwise in the Plan to the contrary, on and after the Closing
Date, in no event shall the Committee or the Board of the Company
take any action that would reasonably be expected to impair any of
the rights of a Participant under the Plan or any Award Letter,
without such Participant’s prior written consent. All
references to “the Committee” herein shall be deemed to
refer to any designee or delegatee.
Section 4. Award
Maximum. A maximum of
$300 million in Awards shall be granted under the Plan. The amount
of each individual Award to be granted shall be referenced in an
Award Letter. In the event that all or any portion of an Award is
forfeited prior to the Closing Date, the amount potentially
receivable under such forfeited Award (or portion thereof) may,
from time to time, prior to the Closing Date be reallocated to
existing Participants or newly allocated to new Participants,
solely at the discretion of the Committee.
Section 5. Awards
(a) Grant and Form of Awards.
From time to time prior to the Closing Date, the Committee in its
discretion may make Awards to Participants under the Plan, which
shall be evidenced by Award Letters that shall be delivered to the
Participants. All Awards shall be denominated in U.S. dollars and
payable in cash.
(b) Vesting of Awards. Except
as otherwise provided in Sections 5(c) and (d) hereof, a
Participant shall become immediately vested as to 100% of the
amount of the Award set forth in the related Award Letter on the
Vesting Date, subject to the Participant’s continued
employment with the Company through the Vesting Date.
(c) Effect of Termination of
Employment. Immediately upon a Participant’s separation
from service due to such Participant’s (i) involuntary
termination of employment by the Company without Cause on or
following the Closing Date, but prior to the Vesting Date,
(ii) resignation for Good Reason on or following the Closing
Date, but prior to the Vesting Date, (iii) death, or
(iv) Disability, the Participant (or his or her estate or
personal representative, as applicable) shall become immediately
vested as to 100% of the amount of the Award set forth in the
related Award Letter. In case of a Participant’s termination
of employment with the Company prior to the Vesting Date for a
reason other than as set forth in the preceding sentence, the Award
shall be immediately forfeited without consideration. The Committee
shall have the exclusive discretion to determine when a Participant
is no longer employed for purposes of the Award.
(d) Effect of a Change in
Control. Immediately upon the consummation of a Change in
Control that occurs after December 31, 2009, but prior to the
Vesting Date, involving a Person unrelated to Parent (as defined in
the definition of Closing Date contained in Schedule A ),
the Participant shall become immediately vested as to 100% of the
amount of the Award set forth in the related Award Letter, subject
to the Participant’s continued employment with the Company as
of the consummation of the Change in Control.
(e) Payment of Awards. All
Awards that become vested under Section 5(b) above shall be
paid in a lump sum as promptly as practicable after the Vesting
Date (but in no event later than ten (10) Business Days after
the Vesting Date). All Awards that become vested under
Section 5(c) above shall be paid in a lump sum as promptly as
practicable after the date of the Participant’s termination
of employment (but in no event later than ten (10) Business
Days after such termination). All Awards that become vested under
Section 5(d) above shall be paid in a lump sum as promptly as
practicable after the consummation of the Change in Control (but in
no event later than ten (10) Business Days after such Change
in Control). With respect to any Participant who resides outside of
the United States, the amount of Awards payable first will be
calculated in U.S. dollars in accordance with the provisions of the
Plan, and then converted, on the date such Award is to be paid,
using the exchange rate in effect on such date (determined in
accordance with Company policy), into the currency in which any
such Participant then receives payment of his or her salary or
wages from the Company, which amount shall then be paid to the
Participant in full satisfaction of the Award.
(f) Tax Code Compliance. In
the event that it is reasonably determined by the Committee that,
as a result of Section 409A of the Code or any other enactment
or applicable law, payments under the Plan may not be made at the
time contemplated by the terms of the Plan without causing the
Participant to be subject to taxation under Section 409A of
the Code or any other enactment or applicable law, the Company will
make such payment on the first day that would not result in the
Participant incurring any tax liability under Section 409A of
the Code or other enactment; which, if the Participant is a
Specified Employee, shall be the first day following the six-month
period beginning on the date of the Participant’s
“separation from service” (as determined in accordance
with Section 409A of the Code). Notwithstanding anything
herein to the contrary, if the Participant dies following his or
her separation from service but prior to the six (6) month
anniversary of his or her separation from service, then any payment
delayed in accordance with this paragraph will be payable in a lump
sum as promptly as practicable after the Participant’s death
(but in no event later than ten (10) Business Days after the
Participant’s death). The Company shall have no liability to
any Participant for any failure to comply with Section 409A of
the Code or any other enactment or applicable law
hereunder.
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Section 6. General
Provisions.
(a) Nontransferability. No
Award may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant otherwise than
by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the
Company.
(b) No Rights to Awards. The
Plan is discretionary in nature; any Award payable under the Plan
is voluntary and occasional and no Participant or other Person
shall have any claim to be granted any Award or benefits in lieu of
an Award. Subject to applicable law, there is no obligation for
uniformity of treatment of Participants, or holders or
beneficiaries of Awards.
(c) No Inclusion in Calculation
of Compensation or Benefits. Subject to applicable law, the
Award and any payments in respect of the Award will not be taken
into account for purposes of determining any benefits under any
benefit plan of the Company, including, without limitation,
pension, retirement, severance, deferred compensation or annual
compensation calculations, or for any notice payment or payment in
lieu of notice. The Company shall have no obligation to make any
future grants of Awards under the Plan or otherwise to make any
future Awards under the Plan as part of a Participant’s
annual compensation.
(d) Withholding. A
Participant may be required to pay to the Company, and the Company
shall have the right and is hereby authorized to withhold from any
payment due under any Award or from any compensation or other
amount owing to a Participant by the Company, the amount of
Tax-Related Items in respect of an Award or any payment or under an
Award, and the Company is further authorized to take such other
action as may be necessary in the opinion of the Company to satisfy
all obligations for the payment of such Tax-Related
Items.
(e) No
