|
Exhibit 10.42
WYETH
EXECUTIVE INCENTIVE PLAN
(Effective January 1, 2002, as approved by
stockholders at the
April, 2002 Stockholders Meeting)
(Including amendments through January 25,
2007)
I. PURPOSE . The purpose of the Wyeth Executive Incentive Plan
(the " Plan ") is to attract and retain highly qualified
individuals as executive officers; to obtain from each the best
possible performance; to underscore the importance to them of
achieving particular business objectives established for Wyeth; and
to include in their compensation package a bonus component which is
intended to qualify as performance based compensation under
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the " Code "), which compensation would be
deductible by Wyeth under the Code.
II. DEFINITIONS . For the purposes of the Plan, the following
terms shall have the following meanings:
-
A. AWARDS . The cash awards made pursuant to the
Plan.
B. BOARD OF DIRECTORS . The Board of Directors of the
Corporation.
C. COMMITTEE . The Compensation and Benefits Committee of
the Board of Directors or any successor thereto.
D. CONSOLIDATED EARNINGS . Consolidated net income for
the year for which an Award is made, adjusted to omit the effects
of unusual and infrequent items all as shown on the audited
consolidated statement of income of the Corporation and its
subsidiaries as determined in accordance with accounting principles
generally accepted in the United States.
E. CORPORATION . Wyeth.
F. ELIGIBLE EMPLOYEE . For a Plan Year, an Employee of
the Corporation who is designated by the Plan or the Committee as a
Principal Corporate Officer of the Corporation for that year.
G. EMPLOYEE . An individual who is on the active payroll
of the Corporation or a subsidiary of the Corporation at any time
during the period for which an Award is made.
H. PLAN YEAR . The fiscal year of the Corporation.
I. PRINCIPAL CORPORATE OFFICER . The Chief
Executive Officer and any other officer of the Corporation who is
so designated by the Committee as a participant in the Plan for a
given Plan Year and who, in the judgment of the Committee, is
likely to be one of the Corporation’s "covered employees" as
defined in Section 162(m) of the Code, for such Plan
Year.
III. EFFECTIVE DATE; TERM . The Plan is effective as of
January 1, 2002 subject to approval by the Corporation’s
stockholders at the Corporation’s 2002 Annual Meeting of
Stockholders, and shall remain in effect until such time as it
shall be terminated by the Board of Directors.
IV. ELIGIBILITY FOR AWARDS . The Committee shall select the
Eligible Employees who are eligible to receive an Award for each
Plan Year by no later than ninety days following the start of such
Plan Year. Such selections, other than the selection of the
Corporation’s Chief Executive Officer or Chairman (if an
Eligible Employee) shall be made after considering the
recommendations of the Chief Executive Officer. In the discretion
of the Committee, Awards may be made to Eligible Employees who have
retired or whose employment has terminated after the beginning of
the Plan Year for which such individual was designated as an
Eligible Employee, or to the designee or estate of an Eligible
Employee who died during such Plan Year.
V. DETERMINATION OF AMOUNTS OF AWARDS . Awards payable to any
Eligible Employee shall be contingent upon the Corporation having
Consolidated Earnings. The initial amount of an Award payable with
respect to any Plan Year of the Corporation to any Eligible
Employee shall be two-tenths of one percent of Consolidated
Earnings for such year, subject to reduction by the Committee in
the manner contemplated by this Section V. The Committee, through
the exercise of "negative discretion," in a manner consistent with
the requirements of Section 162(m) of the Code, may reduce the
initial amounts described in the previous sentence after giving due
consideration (i) to the contribution made by the Eligible
Employee to achievement of the Corporation’s established
objectives for the relevant Plan Year and (ii) such other
| 
