|
Exhibit 10.3
WYETH
RESTRICTED STOCK UNIT
AWARD AGREEMENT
UNDER THE WYETH
[ ]
STOCK INCENTIVE PLAN
|
|
|
|
|
|
|
DATE OF GRANT:
|
|
|
NUMBER OF SHARES SUBJECT |
|
|
TO AWARD: [####] |
|
|
|
|
|
|
|
|
Name
Address 1
Address 2
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:
| |
• |
|
You have
received a copy of the Plan.
|
| |
• |
|
You have read
and understand the terms of the Plan and this Agreement.
|
| |
• |
|
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.
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 . As of the Conversion Date, the Units shall be converted
to Common Stock, unless the Units have been forfeited or previously
converted prior to that date in accordance with the terms of this
Agreement or the Units are then subject to a Deferral Election or
Re-Deferral Election. 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.
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 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 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 date on which the Units are fully vested 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 Re-Deferral Election is not in effect, five years from
the date on which the Units are fully vested. 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.
-2-
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) 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, if earned, shall be issued 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 pursuant to this
Agreement shall be issued to you, if earned, 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 such 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.
-3-
(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.
(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 (x) by reason of Retirement, Disability or death and
(y) 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 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:
(A) No
Deferral/Re-Deferral Election . If you did not make a Deferral
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
following the date of your Separation from Service; provided
, however , that if you incur a Separation from Service in
2007 by reason of your Retirement, Disability or death, such shares
shall be issued as of January 31, 2008.
-4-
(B) Deferral/Re-Deferral
Election—Retirement . If you made a Deferral Election or
Re-Deferral Election 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, as the case may be,
shall be issued to you as of the Payment Date(s) specified in your
Deferral Election or Re-Deferral Election; provided ,
however , that, if you incur a Separation from Service in
2007 by reason of Retirement, such shares shall be issued or
commence to be issued (if you elect to receive such shares in
installments) as of the later of January 31, 2008 and the
Payment Date(s) specified in your Deferral Election or Re-Deferral
Election.
(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
your 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 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 following the date of such Separation from Service or
your death, as the case may be, regardless of the Payment Date(s)
specified in your Deferral Election or Re-Deferral Election;
provided , however , that if you incur such
Separation from Service or die in 2007, the shares shall be issued
as of January 31, 2008.
(ii) Continuous Employment
Requirement . 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 of
Service.
(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:
(i) No
Deferral/Re-Deferral Election . If you did not make a Deferral
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 Conversion Date.
-5-
(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 shall be issued to you, in accordance
with Paragraph 5, as of the Payment Date(s) specified in your
Deferral Election or Re-Deferral Election.
(iii) Deferral/Re-Deferral
Election—Disability, Death . If (A) you incur a
Separation from Service on or after the Conversion Date by reason
of your Disability or your 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 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 date of such Separation
from Service or your death, as the case may be, regardless of the
Payment Date(s) specified in your Deferral Election or Re-Deferral
Election.
8. Distribution in the
Event of Financial Hardship .
(a) Requirements . If
the issuance of shares of Common Stock has been deferred by you
pursuant to a Deferral Election or Re-Deferral Election, as the
case may be, and such shares have not then been issued to you, you
may submit a written request for an accelerated issuance of such
shares in the event you experience an Unforeseeable Financial
Emergency. The Hardship Committee shall
|
