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Exhibit
10.23
WYETH
RESTRICTED STOCK UNIT
AWARD AGREEMENT
UNDER THE WYETH 2002 STOCK
INCENTIVE PLAN
DATE OF GRANT:
January 23, 2008
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 8 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 understand the terms of the Plan and this Agreement.
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The Committee
has the right, without your consent, to amend or modify the terms
of this Agreement, to the extent necessary to avoid adverse or
unintended tax consequences to you under Section 409A, and
such amendment or modification may be effected in a manner that
will not result in 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 . As of each Anniversary Date, one-third of the Units
shall be converted to Common Stock and issued to you, unless the
Units have been forfeited or previously converted prior to such
Anniversary Date in accordance with the terms of this
Agreement.
4. Issuance and Delivery
of Shares of Common Stock; Withholding .
(a) Issuance and Delivery;
Stockholder Rights . All shares of Common Stock, if any, earned
by you under this Agreement that are to be issued to you as of the
Payment Date(s) 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 with respect to such shares,
including the right to vote and the right to receive dividends.
Subject to Paragraph 6, the shares of Common Stock to be issued to
you pursuant to this Agreement as of a Payment Date shall be
delivered to you in a lump sum as soon as practicable after such
Payment Date.
(b) Amounts to Be
Withheld .
(i) FICA Tax
Withholding . As of the date(s) on which Medicare and Social
Security taxes with respect to the shares of Common Stock, if any,
earned under this Agreement are due, the Company shall issue in
your name and retain a sufficient number of shares of Common Stock
earned under this Agreement to satisfy the (A) withholding
obligation imposed on the Company with respect to Medicare and
Social Security taxes due on the total number of shares of Common
Stock earned under this Agreement and (B) the Company’s
minimum federal, state, local and foreign income tax withholding
obligations in respect of the income attributable to the shares
issued to satisfy Medicare and Social Security taxes.
(ii) Income Tax and
Administrative Fee Withholding . The number of shares of Common
Stock that shall be issued and delivered to you as of the Payment
Date(s) shall be (A) the number of such shares that would have
been issued as of the Payment Date(s) in the absence of this
Paragraph 4(b) minus (B) the number of shares of Common Stock
necessary to satisfy (I) 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 shares of
Common Stock as of the Payment Date(s), (II) the shares issued
in your name pursuant to Paragraph 4(b)(i), (III) with respect
to a U.S. Expatriate, the minimum federal, state and local tax
withholding obligations pursuant to clauses (B)(I) and (B)(II) of
this Paragraph 4(b)(ii) that would have been imposed on the Company
as of the Payment Date(s) if the Participant were not a U.S.
Expatriate, and (IV) the Administrative Fee determined in
accordance with ANNEX A .
(iii) Fractional
Amount . Notwithstanding anything in this Agreement to the
contrary, to the extent the number of shares of Common Stock to be
issued pursuant to Paragraph 4(b)(i) and Paragraph 4(b)(ii)(B), as
the case may be, does not equal a whole number of shares, the
Company shall increase the number of shares issued for purposes of
Paragraph 4(b)(i) and Paragraph 4(b)(ii)(B), as the case may be, to
the next whole number of shares. The Fractional Amount shall be
(x) reported as ordinary income for the calendar
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year in which such shares are
issued and (y) remitted by the Company to the taxing
authorities on your behalf to be applied to the federal, state,
local and foreign withholding obligations imposed on the Company
with respect to compensation paid to you during the calendar year
in which such shares are issued.
(iv) Valuation . The
value of the shares referred to in this Paragraph 4(b) shall be
determined, for the purposes of satisfying the obligations set
forth in this Paragraph 4(b) 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 on such other reasonable basis for
determining fair market value as the Committee may from time to
time adopt.
(c) Compliance with
Section 409A . Notwithstanding anything in this Agreement
to the contrary, 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.
5. Separation from Service
Other than by Reason of Retirement, Disability or Death . If
you incur a Separation from Service prior to the Fifth Anniversary
Date for any reason other than by reason of Retirement, Disability
or death, you shall forfeit all rights to all remaining Units
granted hereunder that have not been converted into Common Stock
prior to such Separation from Service, 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; provided , however , that
the Committee may provide for a partial or complete exception to
this forfeiture requirement as it deems equitable in its sole
discretion.
6. Separation from Service
by Reason of Retirement, Disability or Death .
(a) Two Years of
Continuous Employment . If you incur a Separation from Service
(i) prior to the Fifth Anniversary Date by reason of
Retirement, Disability or death and (ii) 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 Affiliates for the
two-year period ending on the date of such Separation from Service,
the remaining Units granted hereunder that have not been converted
into Common Stock prior to such Separation from Service shall be
fully vested. The shares of Common Stock in settlement of such
Units, 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 4, in a lump sum as of the tenth day of
the month following the month in which you incur a Separation from
Service by reason of Retirement, Disability or death.
(b) Less than Two Years of
Continuous Employment . If you incur a Separation from Service
(i) prior to the Third Anniversary Date by reason of
Retirement, Disability or death and (ii)
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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 Affiliates for the two-year period
ending on such Separation from Service, you shall forfeit all
rights to all remaining Units granted hereunder that have not been
converted into Common Stock prior to such Separation from Service,
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.
7. Miscellaneous .
This Agreement may not be amended except in writing. Neither the
existence of the Plan and this Agreement nor the award granted
hereby shall create any right to continue to be employed by the
Company or its Affiliates, an
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