Exhibit 10.27
AMERICAN HOME PRODUCTS CORPORATION
STOCK OPTION AGREEMENT
UNDER 19__ STOCK INCENTIVE PLAN
DATED
OPTION PRICE
INCENTIVE STOCK OPTION SHARES
[Name/Address] NON-QUALIFIED STOCK OPTION SHARES
1. Under the terms and conditions of this Agreement and of the American
Home Products Corporation (the "Company") stock incentive plan
referred to above (the "Plan"), a copy of which is attached hereto
and incorporated herein by reference, the Company 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) the date that is one year from the date of grant of this Option,
or (ii) the date of the death, Disability or Retirement (each
capitalized term as defined in the Company's [Year] Stock Incentive
Plan (the "[Year] Plan")) of Optionee, subject to the provisions of
Section 5 of the Plan which generally requires that at the time of
exercise or the date of termination of Optionee's employment with
the Company and its subsidiaries, the 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. If this Option is granted under the [Year]
Plan, 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 [Year] 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: (iii) the date that is three years
from the date of Optionee's death, Disability or Retirement, (iv)
the date that is three months from the date of the termination of
Optionee's employment with the Company and its subsidiaries 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), or (v) immediately upon
the date of (A) the termination of Optionee's employment with the
Company and its subsidiaries 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 of employment with the Company and
its subsidiaries, 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.
4. 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. In
addition, any such incentive stock option exercised after three
months after separation from service to the Company will be treated
as a non-qualified stock option under U.S. federal tax provisions,
if applicable.
5. This Option may be exercised by sending the Treasurer of the Company
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 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 payment of the
Option Price for the Option Shares being purchased in the form of
(vi) 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 (vii) shares of the Company's common stock issued in the
Optionee's name and duly assigned to the Company or (viii) 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 Company or its subsidiaries, as
appropriate, shall have the right to deduct from the number of
Option Shares to be delivered upon exercise such number of Option
Shares as may be necessary to satisfy all federal, state or local
taxes or other deductions legally required to be withheld or in the
alternative may require the Optionee to deliver to the Company or
a subsidiary an amount of cash or number of shares of common stock
of the Company to satisfy such withholding.
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 the 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 the 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
the Optionee's lifetime only by him or her. After the Optionee's
death the Option may be exercised only 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.
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. This Agreement shall be governed by the laws of the State of
Delaware and in accordance with such federal law as may be
applicable.
AMERICAN HOME PRODUCT CORPORATION
Chairman of the Board
Accepted and agreed to:
Optionee's Signature
Optionee's Social Security Number