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WYETH
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PERFORMANCE SHARE AWARD
AGREEMENT
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UNDER THE WYETH [ ] STOCK INCENTIVE PLAN
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DATE OF GRANT: [April 21, 2005]*
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NUMBER OF SHARES SUBJECT
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TO
TARGET AWARD: [####]
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___________________________
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[* Bracketed dates will advance in future
grants]
Name
Address 1
Address 2
The Company
hereby awards you a performance share award consisting of stock
units (the “ Units ”) representing shares of
Common Stock in the amount set forth above (the “ Target
Award ”). The Units are subject to the terms and
restrictions set forth in the Plan and this Agreement. Each Unit
corresponds to one share of Common Stock. Upon the full or partial
satisfaction by the Company of certain performance criteria
described in Paragraph 3, the Units shall be converted into shares
of Common Stock on the terms and conditions set forth herein.
Capitalized words not otherwise defined in the text of this
Agreement or in Paragraph 10 shall have the same meanings as in the
Plan. "
By signing this
Agreement (or otherwise acknowledging, as instructed, your
agreement thereto), you acknowledge and agree that:
o You
have received a copy of the Plan.
o
You have read and understand the terms of the Plan and this
Agreement.
o
The Company has the right, without your prior consent, to amend or
modify the terms of the Plan or this Agreement to the extent that
the Committee deems it necessary to avoid adverse or unintended tax
consequences to you under Section 409A. Such amendments or
modifications may limit or eliminate certain rights otherwise
available to you under the Plan and/or this Agreement.
1. No Stockholder Rights Until Issuance of
Shares . No shares of Common Stock represented by the Units
will be earmarked for you or your account, and you will not have
any of the rights of a stockholder with respect to such shares
until such time as the shares are issued to you in accordance with
the terms of this Agreement.
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2. No Transfer of Units . You may not
sell, transfer, assign, pledge or otherwise encumber or dispose of
the Units granted hereunder.
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3. Conversion to Common Stock .
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(a) EPS Conversion Date . At a meeting of
the Committee to be held within 90 days after the end of [2007],
the Committee shall compare the EPS with the EPS Target for [2007]
set by the Committee at the beginning of such performance year. If
the Committee determines that the minimum EPS Target has been
achieved as set forth on the Performance Grid adopted by the
Committee at the beginning of such performance year, then, subject
to your applicable Deferral Election or Re-Deferral Election, as
the case may be, the percentage of Units corresponding to the EPS
Target achieved as set forth on the Performance Grid shall be
converted, as of the EPS Conversion Date, into Common Stock (up to
a maximum of 200% of the Target Award), and all rights with respect
to the remaining portion of such Target Award (up to a maximum of
100% of the Target Award, if any) shall be subject to Paragraph
3(b).
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(b) TSR Determination Date . In the event
that less than 100% of the Target Award is converted to Common
Stock as of the EPS Conversion Date pursuant to Paragraph 3(a)
above, then up to 100% of the Units represented by such Target
Award that were not converted shall be eligible for subsequent
conversion to shares of Common Stock as provided in this Paragraph
3(b). At a meeting of the Committee to be held on a date within 90
days after the end of [2009], the Committee shall determine the
Total Shareholder Return of the Company and of each member of the
Peer Group, and shall rank them comparatively, for the three-year
period from January, 1 [2007] through December 31, [2009] and, if
the Company ranks within the highest three for that period, then,
subject to your Deferral Election or Re-Deferral Election, as the
case may be, the Units representing 100% of the Target Award that
were not previously converted shall be converted to Common Stock as
of the TSR Determination Date.
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(c) Forfeiture of Units . If the Company
does not rank in the highest three of the Peer Group, then any
Units not previously settled as of the EPS Conversion Date shall be
immediately forfeited as of the date of the Committee’s
determination under Paragraph 3(b), and all rights with respect
thereto shall be surrendered to the Company. Notwithstanding
anything in this Agreement to the contrary, upon your forfeiture
for any reason of all rights to the Units granted hereunder, such
Units shall, for all purposes of the Plan and this Agreement, be
deemed terminated and without further force or effect as of the
date of such forfeiture.
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(d) Rounding . The number of Units settled
in accordance with the calculations described in Paragraphs 3(a)
and 3(b) shall be rounded up or down to the nearest whole
number.
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4. Deferral Elections and Re-Deferral
Elections .
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(a) Deferral Elections . You are eligible
to make a Deferral Election to defer the issuance to you of all of
the shares of Common Stock otherwise issuable to you as of the EPS
Conversion Date or the TSR Determination Date, as the case may be.
To make a Deferral Election, you must complete an election form
approved by the Committee that conforms to the terms of the
attached ANNEX B , and return or otherwise submit such form
to the Record Keeper as soon as possible after the date hereof, but
in no event later than 60 days from the date of this Agreement or
such shorter period as may be required by applicable law and
communicated to you by the Committee. All Deferral Elections must
comply with the applicable procedures established by the Committee
from time to time. If you make such a Deferral Election (or a
Re-Deferral Election pursuant to Paragraph 4(b)), then, as of the
EPS Conversion Date and/or the TSR Determination Date, as the case
may be, the following shall apply: (i) the Units that would have
been earned as of the EPS Conversion Date or the TSR Determination
Date, as the case may be, shall be cancelled; (ii) in exchange for
such cancelled Units, you will have a future right to receive a
number of shares of Common Stock equal to the number of Units so
cancelled, subject to Paragraph 5(d); and (iii) as of the EPS
Conversion Date and/or TSR Determination Date, as the case may be,
the Company shall contribute to the Restricted Stock Trust, subject
to Paragraph 5(d), a number of shares of Common Stock equal to the
number of Units cancelled, which shares shall be used to satisfy
the Company’s payment obligations to you under your Deferral
Election and this Agreement, and such shares shall be issued to you
as of the Payment Date(s) specified in your Deferral Election or
Re-Deferral Election, as the case may be, subject to Paragraph 6, 7
or 8.
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(b) Re-Deferral Elections . You may, in
accordance with procedures established from time to time by the
Committee, also make a Re-Deferral Election with respect to all of
the shares of Common Stock earned or eligible to be earned by you
under this Agreement. Any such Re-Deferral Election (i) must be in
accordance with the provisions of Section 409A (as reasonably
interpreted by the Committee), (ii) must be made in writing (unless
otherwise instructed by the Company) and received by the Record
Keeper at least one year prior to the Payment Date previously
specified in your Deferral Election or established under the terms
of this Agreement and (iii) must delay receipt of payment of the
amounts otherwise due to you under this Agreement for the minimum
re-deferral period required by Section 409A (for example, in the
case of the Payment Date for a lump sum, the minimum re-deferral
period would be for at least five years following such Payment
Date). To the extent that a Payment Date is delayed pursuant to
Paragraph 7(a) or 7(c), the one-year period referenced in clause
(ii) of this Paragraph 4(b) shall be measured from the EPS
Conversion Date or TSR Determination Date, as the case may be.
Notwithstanding anything in this Agreement to the contrary, (A) you
will be permitted to make a Re-Deferral Election solely to the
extent that such election will not result in adverse or unintended
tax consequences to you under Section 409A and (B) issuance of
amounts subject to an applicable Re-Deferral Election shall not
occur prior to the Payment Date(s) set forth in your Re-Deferral
Election solely to the extent necessary to avoid adverse or
unintended tax consequences to you under Section 409A.
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5. Issuance and Delivery of Shares of Common
Stock; Withholding .
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(a) Method of Issuance; Time of Delivery;
Stockholder Rights . As soon as practicable after a Payment
Date, all shares of Common Stock, if any, earned by you under this
Agreement that are to be issued to you as of such Payment Date
shall be delivered either through book-entry form as a credit to an
account maintained in your name or through the issuance of a stock
certificate representing such shares of Common Stock free of any
restrictive legend, other than as may be required by applicable
securities laws. Upon such issuance, you shall be the record owner
of such shares and shall be entitled to all of the rights of a
stockholder of the Company, including the right to vote and the
right to receive dividends.
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(b) No Deferral Election . If you do not
make a Deferral Election or Re-Deferral Election, the shares of
Common Stock to be issued to you pursuant to this Agreement shall
be delivered to you, if earned, in a lump sum as soon as
practicable after the EPS Conversion Date and/or TSR Determination
Date, as the case may be, subject to Paragraph 6 or 7.
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(c) Deferral Election . If you make a
Deferral Election or Re-Deferral Election, the shares of Common
Stock to be issued to you, if earned, pursuant to this Agreement
shall be delivered to you as soon as practicable after the Payment
Date(s) specified in such Deferral Election or Re-Deferral
Election, subject to Paragraph 6, 7 or 8.
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(d) Amounts to Be Withheld . The number of
shares of Common Stock that shall be issued to you (either directly
from the Company pursuant to this Paragraph 5 or from the
Restricted Stock Trust) as of a Payment Date(s) shall be (i) the
number of such shares that would have been issued as of the Payment
Date in the absence of this Paragraph 5(d) minus (ii) the number of
whole shares of Common Stock necessary to satisfy (A) the minimum
federal, state and local income tax withholding obligations that
are imposed on the Company by applicable law in respect of the
issuance of such award, (B) other tax withholding obligations
(e.g., Social Security and Medicare) that may be due from time to
time under applicable law (and that may be satisfied by the
reduction effected hereby in the number of issuable shares) and (C)
any administrative fees that may be imposed by the Company, in each
case, it being understood that the value of the shares referred to
in clause (ii) above shall be determined, for the purposes of
satisfying the obligations set forth in this Paragraph 5(d) and
determining your income related to such award, on the basis of the
average of the high and low per-share prices for the Common Stock
as reported on the Consolidated Transaction Reporting System on the
trading day immediately preceding the designated date of issuance
or as otherwise determined in Paragraph 8, or on such other
reasonable basis for determining fair market value as the Committee
may from time to time adopt. Shares of Common Stock may also be
issued and withheld at the time Social Security, Medicare and other
wage withholding taxes are due.
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(e) Compliance with Section 409A .
Issuance of shares of Common Stock under this Agreement shall be
made in accordance with the provisions of Section 409A and, to the
extent that such shares are issued in connection with your
Separation from Service for any reason other than death, such
issuance shall be delayed for six months and one day to the extent
the Committee determines that such delay is necessary to avoid
adverse or unintended tax consequences to you under Section
409A.
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6. Separation from Service Other than by
Reason of Retirement, Disability or Death; Forfeiture; Default
Payment .
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(a) Prior to EPS Conversion Date . If you
incur a Separation from Service prior to the EPS Conversion Date
for any reason other than Retirement, Disability or death, you
shall forfeit all rights to all Units granted hereunder.
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(b) On or After TSR Determination Date .
If you incur a Separation from Service on or after the TSR
Determination Date for any reason other than Retirement, Disability
or death, the shares that are earned under this Agreement, but have
not then been issued to you, shall be issued to you in accordance
with Paragraph 5 as of the Payments Date(s) specified below:
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(i) No Deferral/Re-Deferral Election . If
you did not make a Deferral Election or Re-Deferral Election, as
the case may be, the shares of Common Stock shall be issued in a
lump sum as of the TSR Determination Date.
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(ii) Deferral/Re-Deferral Election . If
you made a Deferral Election or Re-Deferral Election with respect
to the shares earned under this Agreement, the shares subject to
your Deferral Election or Re-Deferral Election, as the case may be,
that are earned but have not then been issued to you shall be
issued to you, in accordance with Paragraph 5, in a lump sum as of
the date of such Separation from Service, regardless of the Payment
Date(s) specified in your Deferral Election or Re-Deferral
Election.
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(c) On or After EPS Conversion Date but Prior
to TSR Determination Date . If you incur a Separation from
Service on or after the EPS Conversion Date but prior to the TSR
Determination Date for any reason other than Retirement, Disability
or death, the following shall apply with respect to all Units
granted hereunder:
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(i) Forfeiture . You shall forfeit all
rights to all such Units that would otherwise be converted to
shares of Common Stock pursuant to Paragraph 3(b); and
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(ii) Issuance . The shares of Common
Stock, if any, issuable to you in respect of the EPS Conversion
Date pursuant to Paragraph 3(a) that have not then been issued
shall be issued, in accordance with Paragraph 5, in a lump sum as
of the EPS Conversion Date, regardless of any Payment Date(s) that
may be specified in your Deferral Election or Re-Deferral
Election.
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7. Separation from Service by Reason of
Retirement, Disability or Death .
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(a) Prior to EPS Conversion Date .
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(i) Issuance of Shares . If you incur a
Separation from Service prior to the EPS Conversion Date (A) by
reason of Retirement, Disability or death and (B) as of the date of
such Separation from Service, you have been in the continuous
employment of the Company or one or more of its subsidiaries for
the two-year period ending on the date of such Separation from
Service, the Units granted hereunder shall remain outstanding and
shall be settled in accordance with Paragraph 3 and the shares of
Common Stock in settlement of such Units, if earned, shall be
issued in accordance with Paragraph 5 as of the Payments Date(s)
specified below:
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(A) No Deferral/Re-Deferral Election . If
you did not make a Deferral Election or Re-Deferral Election, as
the case may be, with respect to such shares, the shares of Common
Stock shall be issued to you, your legal representative or other
person designated by an appropriate court as entitled to take
receipt thereof or your Beneficiary, as the case may be, in a lump
sum as of the EPS Conversion Date and/or TSR Determination Date, as
the case may be.
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(B) Deferral/Re-Deferral
Election—Retirement . If you made a Deferral Election or
Re-Deferral Election, as the case may be, with respect to such
shares and the Separation from Service is by reason of Retirement,
the shares subject to such Deferral Election or Re-Deferral
Election shall be issued to you in the form (lump sum or
installments) elected by you in the Deferral Election or
Re-Deferral Election, as the case may be, as of the later of (x)
the Payment Date(s) specified in your Deferral Election or
Re-Deferral Election, and (y) the EPS Conversion Date and/or TSR
Determination Date, as the case may be.
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(C) Deferral/Re-Deferral
Election—Disability . If you made a Deferral Election or
Re-Deferral Election, as the case may be, with respect to such
shares and the Separation from Service is by reason of Disability,
the shares subject to such Deferral Election or Re-Deferral
Election shall be issued in accordance with Paragraph 7(a)(i)(B) to
you, your legal representative or other person designated by an
appropriate court as entitled to take receipt thereof, as the case
may be.
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(D) Deferral/Re-Deferral
Election—Death . Notwithstanding anything in this
Paragraph 7(a) to the contrary, if your Separation from Service is
by reason of death or you die after a Separation from Service by
reason of Retirement or Disability and, in either such case, you
have shares of Common Stock subject to a Deferral Election or
Re-Deferral Election, as the case may be, that have not then been
issued to you, such shares shall be issued to your Beneficiary in a
lump sum as of the EPS Conversion Date and/or TSR Determination
Date, as the case may be, regardless of the Payment Date(s)
specified in your Deferral Election or Re-Deferral Election.
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(ii) Continuous Employment Requirement .
Notwithstanding anything in this Paragraph 7 to the contrary, if
you incur a Separation from Service prior to the EPS Conversion
Date (A) by reason of Retirement, Disability or death and
(B) as of the date of your Separation from Service, you have
not been in the continuous employment of the Company or one or more
of its subsidiaries for the two-year period ending on such
Separation from Service, you shall forfeit all rights to all Units
granted hereunder as of the date of such Separation from
Service.
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(b) On or After TSR Determination Date
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(i) No Deferral/Re-Deferral Election . If
you did not
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