Exhibit 10.9
WYETH
RESTRICTED STOCK UNIT AWARD
AGREEMENT
UNDER THE WYETH
[ ] STOCK INCENTIVE PLAN
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DATE OF GRANT:
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NUMBER OF
SHARES SUBJECT
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TO AWARD:
[####]
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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. 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 the Conversion Date, the Units shall be converted to Common
Stock and issued to you, unless the Units have been forfeited or
previously converted as of an earlier Payment 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 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. Subject to Paragraph 6, the
shares of Common Stock to be issued to you pursuant to this
Agreement shall be delivered to you in a lump sum as soon as
practicable after the Payment Date.
(b) Amounts to Be Withheld
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(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 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 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.
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(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 Conversion Date for
any reason other than by reason of 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.
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 Conversion 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 Units
granted hereunder 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 Conversion Date by reason of Retirement,
Disability or death and (ii) 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 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.
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7. Miscell