WYETH PERFORMANCE SHARE AWARD AGREEMENT UNDER THE WYETH 2005 AMENDED AND RESTATED STOCK INCENTIVE PLAN

Exhibit 10.1

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH 2005 AMENDED

AND RESTATED STOCK INCENTIVE PLAN

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:

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.

2. No Transfer of Units . You may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Units granted hereunder.

3. Conversion to Common Stock .

(a) General Rule . The Committee shall establish the EPS Target for the Performance Year and the corresponding Performance Grid within the 90-day period beginning on January 1 ^st of the Performance Year. Subject to the Committee’s exercise of Negative Discretion, the award to you pursuant to this Agreement shall be based upon the Company’s EPS for the Performance Year and the payment amounts specified in the Performance Grid (up to a maximum of 200% of the Target Award); provided , however , that, subject to the exercise of Negative Discretion, you shall earn 25% of the Target Award if the Company has positive Consolidated Earnings for the Performance Year. At a meeting of the Committee to be held within the 90-day period following the end of the Performance Year, the Committee shall (i) certify for purposes of this Agreement the Company’s EPS, if any, for the Performance Year and determine whether the Company has achieved positive Consolidated Earnings for the Performance Year and (ii) exercise any Negative Discretion with respect to the amount earned by you hereunder. Subject to your applicable Deferral Election or Re-Deferral Election, as the case may be, the percentage of Units earned by you hereunder after the exercise of Negative Discretion shall be converted, as of the Conversion Date, into Common Stock, and all rights with respect to any remaining portion of the Units hereunder shall be forfeited and 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.

(b) Rounding . The number of Units settled in accordance with the calculations described in Paragraph 3(a) shall be rounded to the nearest whole number.

4. Deferral Elections and Re-Deferral Elections .

(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 Conversion Date. To make a Deferral Election, you must complete an election form approved by the Committee that conforms to the terms of the attached ANNEX A, 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 the date that is thirty (30) days following the Date of Grant indicated above or such earlier date 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 Conversion Date, the following shall apply: (i) the Units that would have been earned as of the Conversion Date (after application of Negative Discretion) 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 Conversion Date, 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

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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 Paragraphs 6, 7, 8 or 12. Notwithstanding anything in this Paragraph 4(a) to the contrary, if the Committee determines that a Deferral Election is not made within the timeframe required by this Paragraph 4(a) or, as of the last date for submitting such election, is not permitted under the Agreement, such election shall be null and void and the shares (if any) issuable to you under the Agreement will be issued as of the Conversion Date.

(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, even if you do not make a Deferral Election pursuant to Paragraph 4(a). 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 12 months prior to the Payment Date then in effect previously specified in your Deferral Election (or prior Re–Deferral Election) or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the Conversion Date and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or if, a Deferral Election or a prior Re-Deferral Election is not in effect, five years from the Conversion Date, as the case may be. To the extent that a Payment Date is delayed pursuant to Paragraph 7(a)(i)(B), (C) or (D), the one-year period referenced in clause (ii) and the five-year period referenced in clause (iii) of this Paragraph 4(b) shall be measured from the Conversion Date. Notwithstanding anything in this Agreement to the contrary, (A) a Re–Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to the Agreement 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 unless otherwise permitted under the Agreement and Section 409A.

5. Issuance and Delivery of Shares of Common Stock; Withholding .

(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 (after application of Negative Discretion) 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.

(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 issued to you, if earned, as of the Conversion Date, subject to Paragraphs 6, 7 or 12, and delivered to you in a lump sum as soon as practicable after the Conversion Date.

(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

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issued to you as soon as of the Payment Date(s) specified in such Deferral Election or Re–Deferral Election, subject to Paragraphs 6, 7, 8 or 12, and delivered to you as soon as practicable after the Payment Date(s).

(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, local and foreign 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 (i.e., Social Security, Medicare and state and local unemployment taxes) that may be due under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, (C) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex B, 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 closing market per-share price 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.

(e) Compliance with Section 409A . To the extent that the shares of Common Stock, if any, issuable to you under this Agreement (i) constitute a deferral of compensation within the meaning of Section 409A, (ii) are to be issued in connection with your Separation from Service (for any reason other than death) during the period beginning on your Separation from Service and ending on the six-month anniversary of such date and (iii) at the time of such Separation from Service, you are a Specified Employee, then such issuance shall be delayed until the first day of the month following the six-month anniversary of your Separation from Service.

6. Separation from Service Other than by Reason of Retirement, Disability or Death; Forfeiture; Default Payment .

(a) Prior to Conversion Date . If you incur a Separation from Service prior to the Conversion Date for any reason other than Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder.

(b) On or After Conversion Date . If you incur a Separation from Service on or after the Conversion 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:

(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 Conversion 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 first day of the month following the date of such Separation from Service, regardless of the Payment Date(s) specified in your Deferral Election or Re–Deferral Election.

7. Separation from Service by Reason of Retirement, Disability or Death .

(a) Prior to Conversion Date .

(i) Issuance of Shares . If you incur a Separation from Service prior to the 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:

(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, subject to Paragraph 7(a)(iii), 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 Conversion Date.

(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, subject to Paragraph 7(a)(iii), in the form 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 Conversion Date.

(C) Deferral/Re–Deferral Election—Disability; Death . Notwithstanding anything in this Paragraph 7(a) to the contrary, if (x) your Separation from Service is by reason of your Disability or death or you die after a Separation from Service by reason of Retirement or Disability and (y) 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 you, your legal representative or other person

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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 Conversion Date, regardless of the Payment Date(s) specified in your Deferral Election or Re–Deferral Election.

(ii) Continuous Employment Requirement . Notwithstanding anything in this Paragraph 7 to the contrary, if you incur a Separation from Service prior to the 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.

(iii) Forfeiture Due to Conduct . Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service but prior to the Conversion Date you: (A) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company as determined by the Committee or its designee or (B) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company you shall forfeit all rights to all Units granted hereunder.

(b) On or After Conversion Date .

(i) No Deferral/Re-Deferral Election . If you did not make a Deferral Election or Re–Deferral Election with respect to such shares and you incur a Separation from Service on or after the Conversion Date by reason of Retirement, Disability or death, such shares of Common Stock, if earned, 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 Conversion Date.

(ii) Deferral/Re-Deferral Election—Retirement . If you incur a Separation from Service on or after the Conversion Date by reason of Retirement and 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, if earned, shall be issued to you in accordance with Paragraph 5 as of the Payment Dates(s) specified in your Deferral Election or Re–Deferral Election.

(iii) Deferral/Re-Deferral Election—Disability; Death . Notwithstanding anything in this Paragraph 7(b) to the contrary, if (A) your Separation from Service is by reason of your Disability or death or you die after a Separation from Service by reason of Retirement or Disability, and (B) 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, if earned, 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 accordance with Paragraph 5, in a lump sum as of the first day of the month following the dat