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Exhibit 10.24
WYETH
RESTRICTED STOCK UNIT AWARD AGREEMENT
UNDER THE WYETH 1996 STOCK INCENTIVE PLAN
Robert Ruffolo, Jr., Ph.D.
[Address]
The Company hereby awards you restricted stock units (the "
Units ") representing shares of Common Stock in the amount
set forth above. 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. 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:
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You have received a copy of the Plan.
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You have read and understood the terms of the
Plan and this Agreement, including the requirement that you defer
receipt of the shares of Common Stock until after your Separation
from Service.
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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.
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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; Contribution to Restricted
Stock Trust . Unless the Units have been forfeited prior to the
Conversion Date in accordance with the terms of this Agreement, as
of the Conversion Date, the following shall apply: (i) the
number of Units that would have been earned as of the Conversion
Date 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(b); and (iii) as of the
Conversion Date, the Company shall contribute,
subject to Paragraph 5(b), a number of shares of Common Stock equal
to the number of Units cancelled to the Restricted Stock Trust,
which shares shall be used to satisfy the Company’s payment
obligations to you under your Payment Election and this Agreement,
and such shares shall be issued to you as of the Payment Date(s)
specified in your Payment Election or Re-Deferral Election, as the
case may be, subject to Paragraph 6, 7 or 8.
4. Payment Elections and Re-deferral Elections.
(a) Payment Elections . You are eligible to make a
Payment Election to receive the shares of Common Stock issuable to
you under the terms of this Agreement in installments rather than
in a lump sum (if your Separation from Service is by reason of your
Retirement or Disability) or to delay the date of payment in
accordance with the attached ANNEX A . To make such a
Payment Election, you must complete an election form approved by
the Committee that conforms to the terms of 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
December 23, 2005. All Payment Elections must comply with the
applicable procedures established by the Committee from time to
time.
(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 following your Separation from Service by reason of
Retirement or Disability. 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 and received by the Record Keeper
at least one year prior to the Payment Date previously specified in
your Payment 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). 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.
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
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) Amounts to Be Withheld . The number of shares of
Common Stock that shall be issued to you 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(b)
minus (ii) the number
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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(b) 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.
(c) 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.
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, and 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 Separation from
Service.
(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:
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(i) No Payment/Re-Deferral Election . If you did not make
a Payment 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.
(ii) Payment/Re-Deferral Election . If you made a Payment
Election or Re-Deferral Election with respect to the shares earned
under this Agreement, the shares subject to your Payment 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 immediately following the month in which your Separation
from Service occurs, regardless of the Payment Date(s) specified in
your Payment Election or Re-Deferral Election.
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7. Separation from Service by Reason of
Retirement, Disability or Death.
(a) Prior to Conversion Date . If you incur a Separation
from Service prior to the Conversion Date by reason of Retirement,
Disability or death, the Units granted hereunder shall be fully
vested and the shares of Common Stock in settlement of such Units,
if earned, shall be issued in accordance with Paragraph 5 as of the
Payment Date(s) specified below:
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(i) No Payment/Re-Deferral Election . If you did not make
a Payment Election or Re-Deferral Election 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 first day of the month
immediately following the month in which your Separation from
Service occurs, if it is by reason of Retirement or Disability, and
as soon as practicable following your Separation from Service, if
it is by reason of death, but in no event later than the Conversion
Date.
(ii) Payment/Re-Deferral Election—Retirement,
Disability . If you made a Payment Election or Re-Deferral
Election with respect to such shares and the Separation from
Service is by reason of Retirement or Disability, the shares
subject to such Payment Election or Re-Deferral Election, as the
case may be, shall be issued to you, your legal representative or
other person designated by an appropriate court as entitled to take
receipt thereof, as the case may be, as of the Payment Date(s)
specified in your Payment Election or Re-Deferral Election.
(iii) Payment/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 your Payment 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 soon as practicable
following the date of your death, regardless of the Payment Date(s)
specified in your Payment Election or Re-Deferral Election.
(b) On or After Conversion Date . If you incur a
Separation from Service on or after the Conversion Date by reason
of Retirement, Disability or death, the shares of Common Stock, if
earned, in respect of the Units granted hereunder shall be issued
in accordance with Paragraph 5 as of the Payment Date(s) specified
below:
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(i) No Payment/Re-Deferral Election . If you did not make
a Payment Election or Re-Deferral Election 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 first day
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