Exhibit 10.13
AMENDMENT TO THE
AMERICAN HOME PRODUCTS CORPORATION
RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT
UNDER THE 1993 STOCK INCENTIVE PLAN
AMENDMENT dated as of February 21, 1995 (the "Amendment") to
the American Home Products Corporation Restricted Stock Performance
Award Agreement Under the 1993 Stock Incentive Plan dated May 26,
1994 (the "Agreement") between American Home Products Corporation
(the "Company") and the undersigned employee. Terms used herein
without definition are used as defined in the Agreement.
WHEREAS, the Company maintains the 1993 Stock Incentive Plan
for the benefit of certain employees of the Company;
WHEREAS, the Company and the undersigned entered into the
Agreement awarding units representing shares of the Company's
common stock (the "Target Award") subject to certain Company
performance criteria set forth in Paragraph 3 of the Agreement;
WHEREAS, on February 7, 1995, the Compensation and Benefits
Committee of the Board of Directors (the "Committee") made its
determinations with respect to 1994 performance and, in accordance
with the Agreement, the Annual Target Amount for such year has been
converted to shares of Restricted Stock of the Company;
WHEREAS, with respect to performance for 1995 and 1996 the
parties desire to modify and amend the performance criteria to
which their conversion to Restricted Stock of the Company is
subject;
NOW THEREFORE, in consideration of the foregoing and the
mutual promises, comments and conditions set forth herein, the
parties hereto mutually agree as follows:
RESOLVED, that Paragraph 3 of the Agreement is hereby amended
as set forth below:
1. Subparagraph (a) of Paragraph 3 of the Agreement is
hereby deleted and the following shall be substituted in its place:
(a) At meetings of the Committee to be held within 60
days after the end of 1995 and 1996 or at such other time or times
as the Committee in its discretion deems appropriate, the Committee
shall compare the EPS (as defined below) for such year with the EPS
Target (as defined below) for such year (the date on which each
such determination is made being referred to herein as a
"Conversion Date"). If, on the date of such meeting, the Committee
determines that, with respect to the preceding year:
(i) EPS is less than 90% of the EPS Target,
then all rights with respect to one-third
of the Target Award (the "Annual Target
Amount") shall thereupon be forfeited;
(ii) EPS is greater than or equal to 90% of
the EPS Target and less than or equal to
95% of the EPS Target, then Units
representing 75% of the Annual Target
Amount shall be converted into Restricted
Stock and all rights with respect to the
remaining portion of such Annual Target
Amount shall thereupon be forfeited;
(iii) EPS is greater than 95% of the EPS Target
and less than or equal to 105% of the EPS
Target, then Units representing the
entire Annual Target Amount shall be
converted into Restricted Stock; and
(iv) EPS is greater than 105% of the EPS
Target, then Units representing the
entire Annual Target Amount shall be
converted into Restricted Stock and you
shall be entitled to receive an
additional grant of Restricted Stock
representing 25% of the Annual Target
Amount (a "Bonus Award"); such additional
grant to be made by the Committee at such
meeting.
2. Subparagraph (c) of Paragraph 3 of the Agreement is
hereby deleted and the following shall be substituted in its place:
(i) "EPS" for any year means the earnings or
net income per share of common stock of
the Company for such year, adjusted to
exclude the effect of extraordinary or
unusual items of income or expense, all
as determined in good faith by the
Committee acting in its sole discretion.
(ii) "EPS Target" shall be $4.62 for 1995 and,
for 1996, shall be the amount established
by the Committee at a meeting to be held
no later than March 1, 1996; provided,
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however, that if for any reason the
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Committee shall determine that the
EPS Target is no longer a
practicable or appropriate measure
of financial performance, the
Committee may take action to
substitute another financial measure
as it deems appropriate under the
circumstances.
Acceptance of and agreement to the terms of this Amendment is
evidenced by the execution of this instrument by the parties
hereto.
AMERICAN HOME PRODUCTS CORPORATION
By:
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Corporate Treasurer
Accepted and agreed to:
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Name (Please Print) Social Security Number
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Signature ------------------------