WYETH
STOCK OPTION AGREEMENT
(Phased Vesting)
UNDER:
DATED:
OPTION PRICE:
INCENTIVE STOCK OPTION SHARES:
NON-QUALIFIED STOCK OPTION SHARES:
1. Under the terms and conditions of this Agreement and of the Wyeth (the
"Company") Stock Incentive Plan set forth above (the "Plan"), a copy of which is
attached hereto and incorporated herein by reference, the Company (at the
request of the Company's subsidiary employing Optionee, if applicable) hereby
grants to Optionee an option or options (together, the "Option") to purchase the
number of shares of the Company's Common Stock as specified above ("Option
Shares") at the option price also above specified. Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Plan.
2. This Option may be exercised, in whole or in part from time to time in
any whole number of Option Shares, upon and after the earlier of (i) in the case
of the Incentive Stock Option, if any, and Non-Qualified Stock Option,
respectively, with respect to one-third of the Option Shares (rounded down), the
date that is one year from the date of grant of this Option, with respect to an
additional one-third of the Option Shares (rounded down), the date that is two
years from the date of grant of this Option and, with respect to the remaining
one-third of the Option Shares, the date that is three years from the date of
grant of this Option, or (ii) the date of the death, Disability or Retirement
(each as defined in the Plan) of Optionee. Option exercises are subject,
however, to the provisions of Section 5 of the Plan which generally requires
that at the time of exercise (or, in the case of an event described in clause
(ii), the date of termination of Optionee's employment with the Company and its
subsidiaries), Optionee is or was employed by the Company or one or more of its
subsidiaries and has been continuously employed by the Company or one or more of
its subsidiaries for at least two years and since the date of grant. Once this
Option becomes exercisable, it shall remain exercisable until its expiration as
described in paragraph 3 below. To the extent Option Shares have been purchased
pursuant to the exercise of this Option, such shares shall no longer be
available for purchase hereunder. The date after which this Option may be
exercised will be accelerated upon a Change in Control of the Company (as
defined in the Plan) and upon such occurrence may be cashed out at the
discretion of the Compensation and Benefits Committee on the terms described in
Section 9 of the Plan.
3. This Option shall expire upon the date that is ten years from the date
of grant or earlier as provided in Section 5 of the Plan which provides, among
other things, that Options shall expire upon the first to occur of the
following: (i) immediately upon the date of (A) the termination with the Company
and its subsidiaries of Optionee's employment by the Company or any of its
subsidiaries because of Optionee's deliberate gross misconduct (as determined by
the Compensation and Benefits Committee), (B) Optionee's voluntary termination
with the Company and its subsidiaries of employment other than for Disability or
Retirement, or (C) Optionee's violation of (x) the noncompetition, or
cooperation provisions of Section 5(g) of the Plan, or (y) the undertaking not
to deliberately cause substantial harm to the Company as set forth in Section
5(g) of the Plan, or (ii) the date that is three months from the date of the
termination with the Company and its subsidiaries of Optionee's employment by
the Company or any of its subsidiaries for any reason other than death,
Disability, Retirement or deliberate gross misconduct (as determined by the
Compensation and Benefits Committee).
4. To the extent any Incentive Stock Option granted hereby becomes
exercisable for the first time in the aggregate amount of more than $100,000
(fair market value at time of grant) during any calendar year (including for
this purpose any other Incentive Stock Options previously granted to Optionee by
the Company), such excess will be treated as a non-qualified stock option under
U.S. federal tax provisions, if applicable. In addition, any such incentive
stock option exercised by Optionee after three months after separation from
service to the Company (or after one year after total and permanent disability)
will be treated as a non-qualified stock option under applicable U.S. federal
tax provisions.
5. In order to exercise this Option, Optionee must either (i) follow the
procedures required by the third party processing administrator (the "processing
administrator") designated by the Company's Treasurer, or (ii) if Optionee has
not been notified of the designation of the processing administrator, send the
Company's Treasurer an option exercise notice indicating the number of Option
Shares for which the Option is to be exercised at that time and the form in
which the certificates are to be registered for Option Shares purchased (in the
name of Optionee or in Optionee's name and that of another person(s) as joint
tenants with the right of survivorship). At the time of exercise, Optionee shall
make payment of the Option Price for the Option Shares being purchased in
accordance with the processing administrator's procedures or, if applicable, by
submitting to the Company's Treasurer, together with the option exercise notice,
such payment in the form of (x) a personal or bank check in U.S. Dollars payable
to Wyeth and drawn on or payable at a United States bank, and/or (y) shares of
the Company's common stock issued in Optionee's name which were either (I)
acquired by the Optionee from a person other than the Company or (II) held by
the Optionee for at least six months, which shares shall be duly assigned to the
Company, or (z) 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. Notwithstanding anything to the contrary
herein, the processing administrator, the Company or its subsidiaries shall have
the right to deduct from the gross cash proceeds or the number of Option Shares
to be delivered upon exercise of this Option or any similar options previously
granted by the Company to Optionee such cash or the number of Option Shares,
respectively, as may be necessary to satisfy the minimum amount of federal,
state or local taxes or other deductions legally required to be withheld before
disbursing the net proceeds (less any related administrative fees and expenses)
or Option Shares to Optionee or in the alternative such parties may require
Optionee to deliver to the processing administrator, the Company or its
subsidiaries an amount of cash or number of shares of common stock of the
Company to satisfy such fees, expenses and withholding before disbursing the net
proceeds or Option Shares to Optionee.
6. This Agreement and this Option as well as the Company's obligation to
sell and deliver Option Shares covered by this Option is subject to all federal,
state and other laws, rules and regulations of the United States and/or of the
country wherein Optionee resides or is employed. 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 Optionee.
7. This Option is not transferable or assignable other than by will or by
the laws of descent and distribution and may be exercised during Optionee's
lifetime only by him or her. After Optionee's death, the Option may be exercised
only by 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 Optionee's death only to the extent that
Optionee was entitled to exercise it at the time of Optionee's death.
8. In the event that this Agreement also contains a grant of a Stock
Appreciation Right (an "SAR") in connection with the Option, the terms of the
SAR shall be governed by the provisions of Section 6 of the Plan.
9. Subject to the express provisions of the Plan, this Agreement and the
Plan are to be interpreted and administered by the Compensation and Benefits
Committee, whose determination will be final.
10. By signing this Option Agreement, Optionee hereby unambiguously consents
to and authorizes the disclosure of information related to the grant of the
Option, including without limitation, information regarding Optionee's age, date
of birth and details regarding the Option or any similar options previously
granted by the Company, to Optionee, the Company, any third-party retained by
the Company to administer the exercise of the Option, the Company's
subsidiary(ies) currently and/or previously employing Optionee and governmental
and regulatory authorities having jurisdiction over this Agreement or the
transactions it contemplates. The purpose of the information transfer is to
allow Optionee to exercise the Options in accordance with (i) the terms under
which they were granted and (ii) applicable laws; the information disclosed will
be retained for the period of time necessary to achieve this purpose.
11. This Agreement shall be governed by the laws of the State of Delaware
and in accordance with such federal law as may be applicable.
WYETH
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman, President and Chief Executive
Officer
Accepted and agreed to:
Optionee's Signature
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