Exhibit 10.26
AMERICAN HOME PRODUCTS CORPORATION
STOCK OPTION AGREEMENT
[Name and address] UNDER [YEAR] STOCK INCENTIVE PLAN
DATED
OPTION PRICE
[NON-QUALIFIED OR INCENTIVE] STOCK OPTION
SHARES
BASIC TERMINATION DATE
1. Under the terms and conditions of this Agreement and of the
American Home Products Corporation's [Year] Stock Incentive Plan,
a copy of which is attached hereto and incorporated herein by
reference, the Corporation hereby grants to the optionee named
above an option or options to purchase the number of shares of
the Corporation's common stock as specified above opposite the
optionee's name ("Option Shares") at the price also above
specified.
2. These options may be exercised one year from the date hereof,
or within one year in the case of retirement, disability or
death, either in whole at any time or in part from time to time
in full shares, provided the optionee is then in the employ of
the Corporation or any of its subsidiaries and has been
continuously so employed since the date the options were granted,
further provided, that the optionee has, at the date of exercise,
been in the continuous employment of the Corporation and/or one
or more of its subsidiaries for at least two years, and still
further provided, that any Incentive Stock Option granted hereby
shall become exercisable for the first time in the aggregate
amount of no more than $100,000 (fair market value at time of
grant) during any calendar year. If the optionee should retire,
become disabled or die before the Option Shares become
exercisable, the optionee or the optionee's estate will have up
to three years from the date of retirement, disability or death
to exercise all of the Option Shares covered by this Agreement,
subject to the condition of non-competition in Section 5(g)(vii)
of the Plan.
3. These options may be exercised by sending the Treasurer of
the Corporation an option exercise notice indicating the number
of shares for which the option is to be exercised at that time
and the form in which the certificates are to be registered for
shares purchased (in the name of the optionee or in his or her
name and that of another person(s) as joint tenants with the
right of survivorship). This notice shall be accompanied by a
personal or bank check in U.S. Dollars payable to American Home
Products Corporation and drawn on or payable at a United States
bank and/or shares of the Corporation's common stock issued in
the optionee's name and duly assigned to the Corporation or by
any other form of consideration which has been approved by the
Compensation and Benefits Committee, as and to the extent
provided and permitted by Section 5(d) of the Plan, for the full
purchase price of the number of shares.
4. This Agreement and these options as well as the Corporation's
obligation to sell and deliver stock covered by these options is
subject to all federal, state and other laws, rules and
regulations of the United Stated and/or of the country wherein
the optionee resides. Compliance with any recording,
protocolization or registration requirements and payment of any
fees or taxes applicable to this Agreement or the transactions it
contemplates are the exclusive responsibility of the optionee.
5. These options are not transferable or assignable other than
by will or by the laws of descent and distribution and may be
exercised during the optionee's lifetime only by him or her.
After the optionee's death the option may be exercised only the
by the optionee's legal representative or legatee or such other
person designated by an appropriate court as the person entitled
to make such exercise. The option may be exercised after the
optionee's death only to the extent that he or she was entitled
to exercise it at the time of his or her death.
6. Subject to the express provisions of the Plan, this Agreement
and such Plan are to be interpreted and administered by the
Compensation and Benefits Committee, whose determination will be
final.
7. This Agreement shall be governed by the laws of the State of
Delaware and in accordance with such Federal law as may be
applicable.
________________________________
*Or as otherwise provided in Section 5 of the Plan.
Accepted and agree to: AMERICAN HOME PRODUCTS CORPORATION
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board
...................................
Optionee's Signature
...................................
Optionee's Social Security Number