Exhibit 10.23
WYETH
DEFERRED STOCK UNIT AWARD
AGREEMENT
UNDER THE WYETH 2006
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: 1,200
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1. Grant of Deferred Stock Unit
Award . Wyeth, a Delaware corporation (the “
Company ”), pursuant to its 2006 Non-Employee Director
Stock Incentive Plan (the “ Plan ”), hereby
grants 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 date that is twelve (12) months and thirty
(30) days 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.
3. Accelerated Vesting and
Forfeiture of Deferred Stock Unit Award Upon Termination of Board
Membership . In the event that the Grantee incurs a Termination
of Board Membership on account of the Grantee’s death, 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. Distribution
Election . Within thirty (30) days following the Date of
Grant, the Grantee shall make an Initial Election by filing an
initial Distribution Election Form, in the form attached hereto as
Exhibit A (the “ Distribution Election Form ”),
with the Company indicating whether the distribution of the
Deferred Stock Unit Award, if vested, upon the Termination of Board
Membership is to be made in a lump sum or in a series of 2 to 10
substantially equal annual installments on (or commencing on)
(i) the date on which the Grantee incurs a Termination of
Board Membership or (ii) on January 31
st
one or more years
after the year in
which the Grantee incurs a Termination of Board
Membership. If the Grantee fails to file a timely Distribution
Election Form or makes a distribution election not otherwise
permitted by the Plan, the Deferred Stock Unit Award, by default,
shall be distributed in a lump sum on the date on which the Grantee
incurs a termination of the Grantee’s Board Membership (the
“ Default Election ”). The initial election (or
the Default Election, if applicable) shall be a standing election
and shall apply to the Deferred Stock Unit Award granted under this
Agreement and, unless such standing election is modified, to all of
the Grantee’s subsequent Deferred Stock Unit Awards. The
Grantee may elect to change the time and form of payment for any
future Deferred Stock Unit Award by filing a Distribution Election
Modification Form, in the form attached hereto as Exhibit B, with
the Company. A Distribution Election Modification Form must
(i) be in accordance with the Plan, and (ii) be made in
writing and filed no later than December 31, or such earlier
date prescribed by the Committee, in the calendar year prior to the
calendar year in which the Deferred Stock Unit Award with respect
to which the modification shall be effective is granted. Any such
Distribution Election Modification Form shall apply to all of the
Grantee’s Deferred Stock Unit Awards granted in calendar
years subsequent to the filing of such election, unless and until a
new Distribution Election Modification Form is filed with the
Company. An Initial Election pursuant to this Section 4 shall
be in accordance with the Applicable Transition Relief and shall
not apply if the Deferred Stock Unit Award would otherwise be
distributable in the calendar year in which the election is made.
An election pursuant to this Section 4 shall become
irrevocable on the last permissible date for making such election
but may be changed at any time before such date. “Applicable
Transition Relief” means the following transition guidance,
as applicable, with respect to the application of
Section 409A: (i) I.R.S. Notice 2005-1, I.R.B. 274
(published as modified on January 6, 2005),
(ii) Section XI.C. of the preamble to the proposed
Treasury Regulations under Section 409A (70 F.R.
57930; October 4, 2005), (iii) I.R.S. Notice
2006-79, I.R.B. 2006-43 and (iv) I.R.S. Notice 2007-86, I.R.B.
2007-46.
5. Deferred Unit Account. On
the Date of Grant, the Company shall establish a Deferred Unit
Account for the Grantee and shall credit such newly 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 establish a Deferred Stock Account
for the Grantee and allocate the number of shares of Stock
attributable to the Deferred Stock Unit Award to such newly
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 a
