Exhibit 10.12
WYETH
DEFERRED STOCK UNIT AWARD
AGREEMENT
UNDER THE WYETH 2008
NON-EMPLOYEE
DIRECTOR STOCK INCENTIVE
PLAN
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[Name and Address of
Grantee]
(the “ Grantee
”)
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DATE OF GRANT:
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NUMBER OF
DEFERRED STOCK UNITS:
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1. Grant of Deferred Stock Unit
Award . Wyeth, a Delaware corporation (the “
Company ”), pursuant to its 2008 Non-Employee Director
Stock Incentive Plan (the “ Plan ”), hereby
grants to the Grantee the number of Deferred Stock Units specified
above (the “ Deferred Stock Unit Award ”). Each
Deferred Stock Unit shall represent the right to receive one share
of Stock subject to the terms and conditions set forth herein, as
well as all of the terms and conditions of the Plan, all of which
are incorporated herein in their entirety. Capitalized terms not
defined herein shall have the meaning ascribed to them in the Plan.
In the event of a conflict or inconsistency between the terms and
provisions of the Plan and the provisions of this Deferred Stock
Unit Award Agreement (this “ Agreement ”), the
Plan shall govern and control.
2. Vesting Schedule . Subject
to the Grantee’s continued Board Membership through the
applicable vesting date, the Deferred Stock Unit Award shall become
fully vested on the earlier of (i) the date that is twelve
(12) months from the Date of Grant, or (ii) the day
immediately prior to the next Annual Meeting following the Date of
Grant; provided , however , that no portion of the
Deferred Stock Unit Award shall become vested prior to the date
upon which the Grantee has completed two years of continuous Board
Membership following the Grantee’s election to the Board.
Notwithstanding the foregoing, and subject to applicable laws, the
Deferred Stock Unit Award set forth in this Agreement shall become
immediately vested upon the occurrence of a Change in Control
solely to the extent provided in Section 13 hereof.
3. Accelerated Vesting and
Forfeiture of Deferred Stock Unit Award Upon Termination of Board
Membership . In the event that the Grantee dies or incurs a
Termination of Board Membership on account of the Grantee’s
Mandatory Retirement, and if the Grantee has completed at least two
years of continuous Board Membership, all unvested Deferred Stock
Units granted under this Agreement and held by the Grantee as of
such termination date shall immediately become fully vested. In the
event that the Grantee incurs a Termination of Board Membership for
any other reason, all unvested Deferred Stock Units granted under
this Agreement and held by the Grantee as of such termination date
shall immediately expire and be forfeited without further
consideration to the Grantee.
4. Payment Election . The
Deferred Stock Unit Award granted under this Agreement shall be
distributed following the Grantee’s death or Termination of
Board Membership in accordance with (i) the Grantee’s
2006 Standing Election, (ii) a more recent standing election,
or (iii) the most recent Payment Election Modification Form
applicable to this
Deferred Stock Unit Award. The Grantee may elect
to change the time or form of payment for any future Deferred Stock
Unit Award by filing with the Company a Payment Election
Modification Form, in a form provided by the Company. The most
recent Payment Election Modification Form (or, if none, the 2006
Standing Election or more recent standing election) will remain in
effect until the Grantee files in accordance with this Agreement, a
Payment Election Modification Form. A Payment Election Modification
Form may be filed at any time prior to, and must be filed no later
than, December 31, or such earlier date prescribed by the
Committee, of the calendar year prior to the calendar year of the
date of grant of the Deferred Stock Unit Award with respect to
which the modification is to be effective and will become
irrevocable as of such December 31 or earlier date. Any such
Payment Election Modification Form shall apply to all of the
Grantee’s deferred stock unit awards granted in calendar
years subsequent to the calendar year of filing of such election,
unless and until a new Payment Election Modification Form is filed
with the Company. If the Grantee submits a completed Payment
Modification Election Form that is not timely or makes a
distribution election not otherwise permitted by the Plan, such
form will be disregarded, such new election will be ineffective and
the Grantee’s election in effect at the time that the Grantee
submitted such form will remain in effect. Any election pursuant to
this Section 4 may be changed before the last permissible date
for filing such election.
5. Deferred Unit Account . On
the Date of Grant, the Company shall credit the Grantee’s
previously established Deferred Unit Account with the number of
Deferred Stock Units attributable to the Deferred Stock Unit
Award.
6. Contribution of Stock to
Trust . On the Date of Grant, the Company shall contribute to
the Trust for the benefit of the Grantee a number of shares of
Stock equal to the number of Deferred Stock Units granted to the
Grantee pursuant to the Deferred Stock Unit Award. The Company
shall instruct the Trustee to allocate the number of shares of
Stock attributable to the Deferred Stock Unit Award to the
Grantee’s previously established Deferred Stock Account.
Stock held in the Deferred Stock Account (including, without
limitation, Dividend Equivalents) shall be subject to vesting to
the same extent that the Deferred Stock Unit Award is subject to
vesting. Upon forfeiture of all or a portion of the Deferred Stock
Unit Award as provided in Section 3 above, the corresponding
number of shares of Stock held in the Deferred Stock Account shall
be forfeited and returned to the Company.
7. Dividend Equivalents . The
Company shall withhold cash dividends payable on the shares of
Stock held in the Trust and, on each date that cash dividends are
otherwise payable to the holders of Stock, the Company shall credit
the Dividend Equivalents to the Grantee’s Deferred Unit
Account. From time to time, the Company shall deduct the value of
full and/or fractional shares of Stock, as determined by the
Committee, from the Grantee’s Deferred Unit Account and
contribute such full and/or fractional shares of Stock to the
Grantee̵
