Exhibit 10.19
WYETH
RESTRICTED STOCK UNIT AWARD
AGREEMENT
UNDER THE WYETH
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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 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 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, 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
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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 (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
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(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