DEFERRED COMPENSATION AGREEMENT
between
American Home Products Corporation
and
_______________________________________
AGREEMENT made this ____ day of _____________ (Title) by and
between American Home Products Corporation and its subsidiaries
(hereinafter referred to as "EMPLOYER") and
____________________________ (hereinafter referred to as
"EMPLOYEE").
W I T N E S S E T H:
WHEREAS, EMPLOYEE has been _____________________ of EMPLOYER
since _____________________________ [and theretofore was
employed by EMPLOYER or its subsidiaries in other executive or
managerial capacities]; and
WHEREAS, it is the wish of EMPLOYER that EMPLOYEE continue in
its employ (and in furtherance of such wish the Board of Directors
of the EMPLOYER has authorized the EMPLOYER to enter into this
Agreement with EMPLOYEE);
NOW, THEREFORE, in consideration of the above and in order to
induce EMPLOYEE to continue in the employ of EMPLOYER, it is agreed
between the parties as follows:
PART A - DEFERRAL OF CASH AWARD UNDER
THE MANAGEMENT INCENTIVE PLAN ("MIP")
1. The percentage designated on the Attachment Schedule is
a percentage of the cash portion of EMPLOYEE'S MIP compensation
from EMPLOYER for 1993 and payable in 1994, if any, which shall be
deferred and distributed as hereinafter provided (the "Deferred MIP
Compensation").
2. The Deferred MIP Compensation will accrued deemed
interest from the date of the award at a deemed rate of interest
designated on the Attachment Schedule. Deemed interest payable
hereunder will be calculated, accrued and compounded quarterly.
Such deemed interest shall accrue up to date of distribution.
3. EMPLOYER shall distribute to EMPLOYEE the total
Deferred MIP Compensation, together with deemed interest accrued
thereon in accordance with the deferral period and distribution
period designated on the Attachment Schedule.
PART B - DEFERRAL OF SALARY
1. The percentage designated on the Attachment Schedule is
a percentage of the EMPLOYEE'S total 1994 authorized base salary
which shall be deferred and distributed as hereinafter provided
("Deferred Salary Compensation"). It is understood that six
percent (6%) of such Deferred Salary Compensation will be deferred
and be subject to the terms of the American Home Products
Corporation Supplemental Employee Savings Plan ("SESP").
2. The Deferred Salary Compensation not deferred under the
SESP will accrue deemed interest from the date such Deferred Salary
Compensation would have otherwise been paid at a deemed interest
rate designated on the Attachment Schedule. Deemed interest
payable hereunder will be calculated, accrued and compounded
quarterly. Such deemed interest shall accrue up to date of
distribution.
The deferral under the provisions of the SESP shall accrue
interest/earnings pursuant to the provisions of the SESP.
3. Except for the portion deferred under the SESP, the
EMPLOYER shall distribute to the EMPLOYEE the total Deferred Salary
Compensation together with deemed interest accrued thereon in
accordance with the deferral period and distribution period
designated on the Attachment Schedule.
The portion deferred under the SESP will be distributed in
accordance with the provisions of the SESP.
4. Upon thirty (30) days' written notice to the Vice
President - Finance of American Home Products Corporation, EMPLOYEE
may prospectively terminate this Agreement as to all future
deferrals of authorized base salary pursuant to Section 1 above, it
being understood that such termination shall not affect the
treatment hereunder of amounts deferred prior to the giving of such
written notice.
GENERAL PROVISIONS APPLICABLE TO PART A AND PART B
1. In the event EMPLOYEE shall separate from service with
the EMPLOYER for reasons other than death, prior to receipt of any
or all of the Deferred MIP Compensation and/or Deferred Salary
Compensation, such amount shall be distributed to EMPLOYEE together
with deemed interest accrued hereunder on such amount through the
date of such distribution as designated on the Attachment Schedule.
In the event EMPLOYEE shall die prior to the receipt of any or all
of the Deferred MIP Compensation and/or Deferred Salary
Compensation, such amount shall be distributed to his estate or
beneficiary(ies) as designated on the Attachment Schedule within
ninety (90) days of death together with deemed interest accrued
hereunder on such amount through the date of such distribution.
2. EMPLOYER has no obligation to set aside, earmark or
entrust any funds with which to pay its obligation under this
Agreement. EMPLOYER'S obligation shall not be secured in any way
and EMPLOYEE'S rights are in no way preferred over the general
creditors of the EMPLOYER.
3. In the event another company or group of related
companies obtains a 50% or more interest in EMPLOYER'S common stock
or otherwise obtains effective control of EMPLOYER, all Deferred
MIP Compensation and/or Deferred Salary Compensation shall be paid
to EMPLOYEE within thirty (30) days together with deemed interest
accrued through the date of such payment.
4. Except as concerns matters of compensation expressly
dealt with herein, this Agreement will have no effect on the
employee-employer relationship between EMPLOYEE and EMPLOYER or
EMPLOYEE'S duties to EMPLOYER or any other compensation
arrangements between EMPLOYEE and EMPLOYER. The EMPLOYEE'S
employment with the EMPLOYER shall remain at will, and the EMPLOYEE
is free to resign at any time, and the EMPLOYER may terminate the
EMPLOYEE'S employment at any time.
5. At the election of the EMPLOYER, to be ratified by a
majority of all non-officer members of the Board of Directors of
EMPLOYER, this Agreement may be terminated upon thirty (30) days'
notice to EMPLOYEE. If so terminated, such majority will also, as
soon as practicable, decide whether the EMPLOYER will distribute
all the Deferred MIP Compensation and/or Deferred Salary
Compensation and deemed interest accrued through the deferred
payment arrangements provided for hereinabove.
6. This Agreement shall be governed by and construed under
the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day and year first above written.
______________________
(Employee)
American Home Products Corporation
By:______________________
Title:______________________
ATTACHMENT SCHEDULE (REGARDING PART A)
_______________________________ (Print Name), hereby elects to
defer _____ percent of the portion of any Management Incentive Plan
Award eligible to be taken in cash which may be awarded in January
1994 for 1993 performance. This election under Part A of the
Deferred Compensation Agreement shall be irrevocable upon execution
of the Agreement.
I. (a) Check a period of deferral:
_______ 10 years or __________Until retirement
(b) Check a period of distribution:
_________ Lump sum (payable within 90 days of termination
of the period designated in I(a) above) or
_________ 5 annual installments (first installment
payment within 90 days of termination
of the period designated in I(a) above and
remaining installments payable within 90 days
of the anniversaries of that termination date)
II. Check one of the following deemed investments which will be
used to calculate deemed interest which shall be credited on
the amounts deferred:
_________ The three month Treasury Bill
_________ The three year Treasury Note
_________ The five year Treasury Note
_________ Any Treasury Bill/Note of a duration which
corresponds to the remaining period of
deferral. For example, if two years and three
months remain in a deferred period, a yield
available for a U.S. Treasury security with a
corresponding maturity will be credited.
The election of rates under this Section II may only be changed
upon maturity of term selected. In no event may an option be
selected whereby its term extends beyond the participant's normal
retirement date or the deferral period, whichever is earlier. If
notification is not received upon maturity of the term selected,
the term selected will be renewed for the same term at the then
current rate.
III. I designate the following beneficiary(ies) to receive any
undistributed amount deferred under this Agreement together with
any deemed interest accrued in the event of my death:
_____________________________________
Beneficiary(ies)
_____________________________________
Contingent Beneficiary(ies)
ATTACHMENT SCHEDULE (REGARDING PART A)
___________________________ (Print Name), hereby elects to defer
_____ percent of my eligible 1994 base salary with the
understanding that 6 percent of such deferred base salary will be
deferred under the Supplemental Employee Savings Plan for the year
1994. This election under Part B of the Deferred Compensation
Agreement shall be irrevocable upon execution of the Agreement.
IV. (a) Check a period of deferral:
_______ 10 years or __________Until retirement
(b) Check a period of distribution:
_________ Lump sum (payable within 90 days of termination
of the period designated in IV(a) above) or
_________ 5 annual installments (first installment
payment within 90 days of termination
of the period designated in IV(a) above and
remaining installments payable within 90 days
of the anniversaries of that termination date)
V. Check one of the following deemed investments which will be
used to calculate deemed interest which shall be credited on
the amounts deferred:
_________ The three month Treasury Bill
_________ The three year Treasury Note
_________ The five year Treasury Note
_________ Any Treasury Bill/Note of a duration which
corresponds to the remaining period of
deferral. For example, if two years and three
months remain in a deferred period, a yield
available for a U.S. Treasury security with a
corresponding maturity will be credited.
The election of rates under this Section V may only be changed upon
maturity of term selected. In no event may an option be elected
whereby its term extends beyond the participant's normal retirement
date or the deferral period, whichever is earlier. If notification
is not received upon maturity of the term selected, the term
selected will be renewed for the same term at the then current
rate.
VI. I designate the following beneficiary(ies) to receive any
undistributed amount deferred under this Agreement together with
any deemed interest accrued in the event of my death:
Beneficiary(ies)
Contingent Beneficiary(ies)
__________________________________ ________________________
Signature Date