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WYETH RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE WYETH [ ] STOCK INCENTIVE PLAN

Shareholder Agreement

WYETH RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE WYETH [ ] STOCK INCENTIVE PLAN | Document Parties: WYETH You are currently viewing:
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WYETH

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Title: WYETH RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE WYETH [ ] STOCK INCENTIVE PLAN
Governing Law: Delaware     Date: 8/4/2008
Industry: Major Drugs     Sector: Healthcare

WYETH RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE WYETH [ ] STOCK INCENTIVE PLAN, Parties: wyeth
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Exhibit 10.19

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 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.

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 the shares of Common Stock otherwise issuable to you as of the Conversion Date, subject to the limitation on Deferral Elections set forth in Paragraph 5(d). 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 this Agreement, such election shall be null and void and the shares (if any) issuable to you under this 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 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), subject to the limitation on Re-Deferral Elections set forth in Paragraph 5(d). 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, as 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 this Agreement, and (B) issuance of amounts

 

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subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election unless issuance as of an earlier date would not cause you to incur adverse or unintended tax consequences under Section 409A.

(c) New Elections in 2007 and 2008 . Notwithstanding anything in Paragraph 4(a) to the contrary and subject to the limitation on Deferral Elections set forth in Paragraph 5(d), if you made a Deferral Election in accordance with Paragraph 4(a), then during calendar years 2007 and 2008 you will be permitted to make a new election with respect to the Payment Date and form for issuance (Short-Term Payout or Retirement Benefit, as described in ANNEX A ) of the shares of Common Stock underlying this Agreement; provided , however , that you shall not be permitted to elect a new Payment Date that is any earlier than the Conversion Date. To make an election pursuant to this Paragraph 4(c) you must complete the applicable election form and return or otherwise submit such form to the Record Keeper by no later than December 31, 2007 (for elections made in 2007) and December 31, 2008 (for election made in 2008), which is the date on which such elections become irrevocable. Notwithstanding anything in this Paragraph 4(c) to the contrary: (i) elections made during calendar year 2007 shall apply only to shares of Common Stock that would not otherwise be issuable in 2007 and shall not cause any shares to be issued in 2007 that would not otherwise be issuable in 2007; and (ii) elections made during calendar year 2008 shall apply only to shares of Common Stock that would not otherwise be issuable in 2008 and shall not cause any shares to be issued in 2008 that would not otherwise be issuable in 2008. Your election must comply with the applicable procedures established by the Committee from time to time. An election made pursuant to this Paragraph 4(c) shall be considered a Deferral Election for purposes of this Agreement.

(d) Timing of Elections . Any election pursuant to Paragraph 4(a) or 4(c) shall be made in accordance with the Applicable Transition Relief.

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

(a) Method of Issuance; Time of 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 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).

 

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(d) 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 (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) 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 5(d) 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 5(d)(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 5(d)(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 B .

(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 5(d)(i) and Paragraph 5(d)(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 5(d)(i) and Paragraph 5(d)(ii)(B), as the case may be, to the next whole number of shares. The Fractional Amount shall not be subject to the Deferral Election or Re-Deferral Election, if any, you made pursuant to Paragraph 4 and 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 federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year(s) in which such shares are issued.

(iv) Valuation . The value of the shares referred to in this Paragraph 5(d) 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.

 

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(e) 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.

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 Payment 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 tenth 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 Affiliates 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 tenth 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.

 

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(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, subject to Paragraph 6(i) of ANNEX A , 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, subject to Paragraph 6(i) of ANNEX A .

(C) Deferral/Re-Deferral Election—Disability, Death . Notwithstanding anything in this Paragraph 7(a) to the contrary, if (x) (I) your Separation from Service is by reason of your Disability or death or (II) after your Separation from Service by reason of Retirement, you die 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 tenth 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 Affiliates 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.

 

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(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.

(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, subject to Paragraph 6(i) of A


 
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