WYETH
STOCK OPTION AGREEMENT
(Transferable Option)
UNDER: [YEAR] STOCK INCENTIVE PLAN
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 the 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 the
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 a permitted Transferee (as defined in paragraph 7, below),
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 (or permitted Transferee'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 except that the Optionee may irrevocably transfer
all or a portion of the non-qualified stock options represented hereby to (i)
the spouse (current or former), children, stepchildren, grandchildren or
step-grandchildren of the Optionee ("Immediate Family Members"), (ii) a trust or
trusts for the exclusive benefit of such Immediate Family Members, or (iii) a
general or limited partnership or other entity in which such Immediate Family
Members are the only partners or beneficial owners, provided that (x) there may
be no consideration for any such transfer, (y) the Optionee submits to the
Company an Option Transfer Form duly completed and executed by the Optionee and
Transferee in the form attached as Exhibit A hereto, and (z) subsequent
transfers shall be prohibited except by will or the laws of descent and
distribution. Following transfer, any such Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of the Plan the term "Optionee" shall be
deemed to include a permitted transferee hereunder (the "Transferee"), provided,
however, that the events of death, Disability, Retirement or other termination
of employment (and any other provision regarding employment) described in
paragraphs 2 and 3 of this Agreement and Sections 5(f) and 5(g) of the Plan
shall continue to be applied with respect to the Optionee, and following any
such events, the transferred Option shall be exercisable by the Transferee only
to the extent, and for the periods specified in the Plan. If such Option is
transferred to a Transferee, upon exercise of such Option, if any taxes are
withheld from the proceeds remitted (in cash or stock) to Transferee or if the
Transferee separately satisfies any withholding tax obligation, the amount of
the withholding tax shall be deemed to be a loan from Transferee to Optionee.
8. 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 or, subject to
paragraph 7 above, by other Transferees. The Option may be exercised after
Optionee's death by any permitted distributee or Transferee only to the extent
that Optionee was entitled to exercise it at the time of Optionee's death.
9. 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, provided,
however, that any permitted transfer of an Option, in accordance with paragraph
7 hereof, shall result in the automatic termination of any SARs in tandem with
such Option.
10. 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.
11. 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.
12. 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:
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Optionee's Signature
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Optionee's Social Security Number
OPTION TRANSFER FORM
Reference is made to the Stock Option, Agreement dated _____________________
(the "Agreement"), under which Wyeth (the "Company") granted to the undersigned
transferor ("Optionee") non-qualified stock options covering _________________
shares of the Company's Common Stock under the [Year] Stock Incentive Plan (the
"Plan"). Capitalized terms used herein without definition are used as defined in
the Agreement and the Plan. The Optionee hereby transfers non-qualified stock
options covering __________________ shares of the Company's Common Stock (the
"Options") granted under the Plan pursuant to the Agreement to the following
transferee (the "Transferee"):
______________________________
Name of person or entity
______________________________
Social security or tax ID number
______________________________
Type of entity (if applicable)
______________________________
Relationship to Optionee
______________________________
Address
The Optionee and, by its execution of this form, the Transferee, hereby
represent and warrant to the Company that the Transferee is a permitted
transferee in accordance with paragraph 7 of the Agreement and under Section
5(h) of the Plan. It is understood and agreed by Optionee and Transferee that
(i) the Compensation and Benefits Committee shall be entitled, in its sole
discretion, to determine whether such transfer is in accordance with such
requirements, and (ii) the Company and the Compensation and Benefits Committee
shall be under no obligation to notify the Transferee of the termination date of
any Option transferred hereunder.
The Transferee hereby agrees, subject to paragraph 7 of the Agreement, to be
bound by all of the terms, conditions and limitations set forth in the Agreement
and the Plan binding upon the Optionee under the Agreement, and specifically
understands that (i) the events of death, Disability, Retirement or other
termination of employment (and any other provisions regarding employment)
described in paragraphs 2 and 3 of the Agreement and Sections 5(f) and 5(g) of
the Plan shall continue to be applied with respect to the Optionee, and
following any such events, the transferred Options shall be exercisable by the
Transferee only to the extent, and for the periods specified in the Plan, and
(ii) the Options may not, without the consent of the Compensation and Benefits
Committee, be transferred by the Transferee except by will or pursuant to the
laws of descent and distribution. The Transferee understands and acknowledges
that any shares of Common Stock purchased by the Transferee pursuant to the
Options may not be registered under the Securities Act of 1933, as amended, and
that such shares may contain a restrictive legend in substantially the form as
set forth below (in addition to any legend required under applicable state
securities laws):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO
THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 OF SUCH ACT.
In order to enforce the foregoing, the Company may impose stop-transfer
instructions with respect to such securities until such time as the Company is
reasonably satisfied that such restrictions are no longer applicable to the sale
of such securities.
The Optionee further represents and warrants to the Company and the Transferee
that (i) Optionee has delivered to the Transferee a copy of the Agreement and
the Plan, (ii) Optionee has consulted with qualified income and estate tax
advisors in determining to transfer the Options to the Transferee or waives any
such requirement to do so and (iii) Optionee has considered and understands each
of the following:
1. The transfer to the Transferee is irrevocable.
2. Optionee will not control the exercise of the Options once
they have been transferred.
3. Optionee is assuming all of the risks and possible
consequences associated with the transfer of the Options, and
acknowledges that the Company and its representatives are not
responsible or liable for any tax, penalty, judgment or
outcome resulting from the transfer of the Options.
OPTIONEE: TRANSFEREE:
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