Common use of Without Cause; For Good Reason Clause in Contracts

Without Cause; For Good Reason. If Optionee’s employment is terminated by the Company without Cause (which shall for purposes of this Agreement include a termination of the Executive’s employment upon conclusion of the Employment Term (as defined in the Employment Agreement) after the Company’s giving the Executive a notice of non-renewal of the Employment Term) or by Optionee for Good Reason, to the extent not previously cancelled or expired, (A) as of the date of termination Optionee’s unvested Time-Based Options that would have vested if Optionee had remained employed through the first anniversary of the date of termination will vest and all vested Options will remain exercisable for the shorter of (1) one year following the date of termination and (2) the remainder of their original scheduled term and (B) the Performance-Based Options will continue to remain outstanding and be eligible to vest until the shorter of (x) the first anniversary of the date of termination and (y) the remainder of their original scheduled term (and if the Performance Targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors receive marketable securities in connection with such Change of Control, the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, and, to the extent not already vested, shall vest, if during such period, such marketable securities are converted to cash or otherwise distributed or disposed of by the Sponsors if the applicable performance targets would be met upon such conversion, distribution or transfer) and all then-vested Performance-Based Options will remain exercisable for the shorter of (1) one year following the applicable date of vesting and (2) the remainder of their original scheduled term. Notwithstanding the foregoing, if Optionee’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, the Time-Based Options shall be treated as if they had fully vested as of the date of the Change of Control and the Performance-Based Options shall be treated as if they had been fully vested as of the date of the Change of Control to the extent the Performance Targets have been satisfied as of such date (and shall be forfeited to the extent the Performance Targets have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in which event the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, and, to the extent not already vested, shall vest, if during such period, such marketable securities are converted to cash or otherwise distributed or disposed of by Sponsors if the applicable performance targets are met upon such conversion, distribution or transfer). In the case of the Performance-Based Options, the Sponsors agree to provide Optionee (as well as to the Company if the Sponsors are no longer in control of the successor entity) with notice that the Performance Targets have been satisfied within 30 days following such event.

Without Cause; For Good Reason. If Optioneethe Executive’s employment is terminated by the Company without Cause or if the Executive resigns for Good Reason before the end of the Employment Period, the Company shall have no further severance or other compensation obligations to the Executive or his legal representatives, other than for payment of:: (which shall for purposes 1) in a lump sum in cash within thirty (30) days after the Date of this Agreement include Termination (or such earlier date as required by applicable law), the Accrued Obligations; (2) a termination severance payment (“Severance Payment”), equal to the sum of the Executive’s employment upon conclusion of the Employment Term (as defined in the Employment Agreement) after the Company’s giving the Executive a notice of non-renewal of the Employment Term) or by Optionee for Good Reason, to the extent not previously cancelled or expired, (A) Base Salary as of the date Date of termination Optionee’s unvested Time-Based Options that Termination plus the target Annual Bonus as of the Date of Termination multiplied by the applicable Severance Period (expressed in years or fractions thereof), which shall be paid in equal installments in accordance with the customary payroll practices of the Company over a period of the applicable Severance Period unless a lump- sum payment shall be required as provided below; (3) the Pro Rata Bonus based on actual performance, payable at the time the Annual Bonus would have vested if Optionee been paid to the Executive had he remained employed through the first anniversary end of the date of fiscal year in which the termination will vest and all vested Options will remain exercisable for the shorter of occurs; (1) one year following the date of termination and (24) the remainder accelerated vesting of their original scheduled term all equity-based compensation awards held by the Executive to the extent such awards would have become vested during the 12-month period beginning on the Date of Termination if the Executive’s employment had continued throughout such period, with any applicable performance-based awards determined based on actual performance; (5) during the portion of the Severance Period that the Executive is eligible to elect and does elect to continue coverage for himself and his eligible dependents under the Company’s group health plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and/or Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended (B) collectively, “COBRA”), the Performance-Based Options will Company shall continue to remain outstanding offer to provide medical and be eligible dental coverage to vest until the shorter of (x) the first anniversary of the date of termination and (y) the remainder of their original scheduled term (and if the Performance Targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors receive marketable securities in connection with such Change of Control, the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, Executive as required by COBRA and, to the extent not already vested, shall vest, if during such period, such marketable securities are converted to cash or otherwise distributed or disposed of permitted by the Sponsors if the applicable performance targets would be met upon such conversion, distribution or transfer) Patient Protection and all then-vested Performance-Based Options will remain exercisable for the shorter Affordable Care Act of (1) one year following the applicable date of vesting and (2) the remainder of their original scheduled term. Notwithstanding the foregoing, if Optionee’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control2010, the Time-Based Options Company shall be treated as if they had fully vested as of the date of the Change of Control and the Performance-Based Options shall be treated as if they had been fully vested as of the date of the Change of Control to the extent the Performance Targets have been satisfied as of such date (and shall be forfeited to the extent the Performance Targets have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in which event the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, and, to the extent not already vested, shall vest, if during such period, such marketable securities are converted to cash or otherwise distributed or disposed of by Sponsors if the applicable performance targets are met upon such conversion, distribution or transfer). In the case of the Performance-Based Options, the Sponsors agree to provide Optionee (as well as to the Company if the Sponsors are no longer in control of the successor entity) with notice that the Performance Targets have been satisfied within 30 days following such event.promptly

Without Cause; For Good Reason. If OptioneeEmployee’s employment is terminated by the Company without Cause (which shall for purposes of this Agreement include a termination of the Executive’s cause or if Employee terminates his employment upon conclusion of the Employment Term (as defined in the Employment Agreement) after the Company’s giving the Executive a notice of non-renewal of the Employment Term) or by Optionee for Good Reason, thenthe Company shall pay or provide to Employee the following: (i) Employee's Accrued Obligations not theretofore paid; (ii) if the Company makes the election described in Section 10(f), then the Company shall pay to Employee an amount equal to the Employee's annual Base Salary at the rate in effect at the time the Notice of Termination is given, payable in monthly installments for a period of up to three (3) months commencing with the month following the Date of Termination; (iii) if the Company makes the election described in Section 10(f), then Employee and Employee’s eligible dependents shall receive continuation of medical benefits upon the same terms as exist immediately prior to the termination of employment (or, if such benefits are not available, the value thereof in cash) for the three (3) month period immediately following the Date of Termination, and at the end of such period, a COBRA qualifying event shall be deemed to occur; provided that the amount of any monthly payments pursuant to Section 5(d)(ii) above shall be reduced by the employee's portion of the cost of such benefits, which Employee would be required to pay if he were actually employed during such period; and (iv) all unvested stock options, all unvested restricted shares and all unvested mutual fund share bonus awards theretofore granted to Employee shall become 100% vested and exercisable; provided however, that if any such unvested equity or equity-based award is subject to performance-based vesting conditions that are intended to qualify for the performance-based compensation exemption under Section 162(m) of the Code, then Employee will become vested in such award only if, when and to the extent not previously cancelled or expired, (A) as of the date of termination Optionee’s unvested Time-Based Options that such award would have become vested in accordance with its terms if Optionee Employee’s employment had remained employed through continued; and provided further that, if such award is subject to periodic vesting based upon performance conditions established for each vesting period, then the first anniversary of the date of termination will vest and all vested Options will remain exercisable for the shorter of (1) one year annual performance conditions applicable to any such award following the date termination of Employee’s employment shall be the same as the last periodic performance goal established with respect to such award prior to the termination and (2) the remainder of their original scheduled term and (B) the Performance-Based Options will continue Employee’s employment or, if more favorable to remain outstanding and be eligible to vest until the shorter of (x) the first anniversary of the date of termination and (y) the remainder of their original scheduled term (and if the Performance Targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors receive marketable securities in connection with such Change of ControlEmployee, the Performanceperiodic performance conditions established for performance-Based Options shall remain outstanding until the earlier based vesting of (i) the remaining term of the Performanceequity or equity-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, and, based awards granted to the extent not already vested, shall vest, if during such period, such marketable securities other senior executives who are converted to cash or otherwise distributed or disposed of then still employed by the Sponsors if the applicable performance targets would be met upon such conversion, distribution or transfer) and all then-vested Performance-Based Options will remain exercisable for the shorter of (1) one year following the applicable date of vesting and (2) the remainder of their original scheduled term. Notwithstanding the foregoing, if Optionee’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, the Time-Based Options shall be treated as if they had fully vested as of the date of the Change of Control and the Performance-Based Options shall be treated as if they had been fully vested as of the date of the Change of Control to the extent the Performance Targets have been satisfied as of such date (and shall be forfeited to the extent the Performance Targets have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in which event the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, and, to the extent not already vested, shall vest, if during such period, such marketable securities are converted to cash or otherwise distributed or disposed of by Sponsors if the applicable performance targets are met upon such conversion, distribution or transfer). In the case of the Performance-Based Options, the Sponsors agree to provide Optionee (as well as to the Company if the Sponsors are no longer in control of the successor entity) with notice that the Performance Targets have been satisfied within 30 days following such eventCompany.

Without Cause; For Good Reason. If OptioneeIn the event the Employee’s employment is terminated by the Company without Cause is terminated (which shall for purposes of this Agreement include a termination of the Executive’s employment upon conclusion of x) during the Employment Term Period as a result of (as defined in a) the Employment AgreementEmployee’s termination by the Company Without Cause, or (b) after the CompanyEmployee’s giving the Executive a notice of non-renewal of the Employment Term) or by Optionee voluntary resignation for Good Reason, or (y) upon expiration of the Initial Term or any Renewal Term which is the result of the Company’s failure to consent to a further extension of the extent not previously cancelled terms pursuant to Section 1, then neither the Employee nor the Employee’s beneficiaries or expired, estate will have any further rights or claims against the Company under this Agreement except the right to receive: (Ai) as any unpaid portion of the Base Salary provided for in Section 3.A. paid through the date of termination Optioneetermination; (ii) a lump sum payment equal to one times the sum of the Employee’s unvested Time-Based Options that would have vested if Optionee had remained employed through the first anniversary of Base Salary and Target Bonus, each as in effect on the date of termination will vest and all vested Options will remain exercisable termination; (iii) payment of the Bonus accrued for the shorter of year prior to such termination (1) one year following the date of termination and (2) the remainder of their original scheduled term and (B) the Performance-Based Options will continue to remain outstanding and be eligible to vest until the shorter of (x) the first anniversary of the date of termination and (y) the remainder of their original scheduled term (and if the Performance Targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors receive marketable securities in connection with such Change of Control, the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, and, to the extent not already vestedpaid), as well as payment of a Target Bonus for the year of termination multiplied by a fraction the numerator of which is the number of days in such year through the termination date and the denominator of which is 365; (iv) reimbursement for any expenses for which the Employee shall vestnot have theretofore been reimbursed as provided in Section 3 hereof; (v) reimbursement for benefits pursuant to Section 3.C. that would have been provided during the one year period following termination, if during such periodincluding COBRA premiums; and (vi) payment of all other accrued obligations of the Company, such marketable securities are converted to cash or otherwise distributed or disposed including accrued vacation and entitlements under the Company’s welfare and pension plans. Payment of by the Sponsors if the applicable performance targets would be met upon such conversionamounts set forth in subsections (ii), distribution or transfer(iii) and all then-vested Performance-Based Options will remain exercisable for the shorter of (1vi) one year following the applicable date of vesting and (2) the remainder of their original scheduled term. Notwithstanding the foregoing, if Optionee’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, the Time-Based Options above shall be treated as if they had fully vested as of made on the sixtieth (60th) day following the date of the Change Employee’s termination of Control employment. Reimbursement of amounts set forth in subsections (iv) and the Performance-Based Options (v) shall be treated made in accordance with the usual applicable policies in effect at the Company as if they had been fully vested as of the date of the Change of Control Employee continued employment; provided that reimbursements pursuant to the extent the Performance Targets have been satisfied as of such date subsections (v) and (vi) shall be forfeited to the extent the Performance Targets have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in which event the Performance-Based Options shall remain outstanding commence until the earlier of sixtieth (i60th) day following the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of Employee’s termination of Optionee’s employment, and, to the extent not already vested, and such reimbursement shall vest, if during include any such period, such marketable securities are converted to cash or amounts that would otherwise distributed or disposed of by Sponsors if the applicable performance targets are met upon such conversion, distribution or transfer). In the case of the Performance-Based Options, the Sponsors agree to provide Optionee (as well as to the Company if the Sponsors are no longer in control of the successor entity) with notice that the Performance Targets have been satisfied within 30 days following such eventbe due prior thereto.

Without Cause; For Good Reason. If OptioneeIn the event the Employee’s employment is terminated by the Company without Cause is terminated (which shall for purposes of this Agreement include a termination of the Executive’s employment upon conclusion of x) during the Employment Term Period as a result of (as defined in a) the Employment AgreementEmployee’s termination by the Company Without Cause, or (b) after the CompanyEmployee’s giving the Executive a notice of non-renewal of the Employment Term) or by Optionee voluntary resignation for Good Reason, or (y) upon expiration of the Initial Term or any Renewal Term which is the result of the Company’s failure to consent to a further extension of the extent not previously cancelled terms pursuant to Section 1, then neither the Employee nor the Employee’s beneficiaries or expired, estate will have any further rights or claims against the Company under this Agreement except the right to receive: (Ai) as any unpaid portion of the Base Salary provided for in Section 3.A. paid through the date of termination Optioneetermination; (ii) a lump sum payment equal to one times the sum of the Employee’s unvested Time-Based Options that would have vested if Optionee had remained employed through the first anniversary of Base Salary and Target Bonus, each as in effect on the date of termination will vest and all vested Options will remain exercisable termination; (iii) payment of the Bonus accrued for the shorter of year prior to such termination (1) one year following the date of termination and (2) the remainder of their original scheduled term and (B) the Performance-Based Options will continue to remain outstanding and be eligible to vest until the shorter of (x) the first anniversary of the date of termination and (y) the remainder of their original scheduled term (and if the Performance Targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors receive marketable securities in connection with such Change of Control, the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, and, to the extent not already vestedpaid), shall vest, if during such period, such marketable securities are converted to cash or otherwise distributed or disposed as well as payment of by the Sponsors if the applicable performance targets would be met upon such conversion, distribution or transfer) and all then-vested Performance-Based Options will remain exercisable a Target Bonus for the shorter year of termination multiplied by a fraction the numerator of which is the number of days in such year through the termination date and the denominator of which is 365; (iv) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed as provided in Section 3 hereof; (v) reimbursement for benefits pursuant to Section 3.C. that would have been provided during the one year period following termination, including COBRA premiums; and (vi) payment of all other accrued obligations of the Company, including accrued vacation and entitlements under the Company’s welfare and pension plans. In addition, solely in the event that the Employee is terminated pursuant to this Section within one year of the Effective Date, the Employee shall continue to receive salary payments through the one (1) one year following anniversary of the applicable date Effective Date in accordance with the standard payroll practices of vesting the Company then in effect. Payment of the amounts set forth in subsections (ii), (iii) and (2vi) the remainder of their original scheduled term. Notwithstanding the foregoing, if Optionee’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, the Time-Based Options above shall be treated as if they had fully vested as of made on the sixtieth (60th) day following the date of the Change Employee’s termination of Control employment. Reimbursement of amounts set forth in subsections (iv) and the Performance-Based Options (v) shall be treated made in accordance with the usual applicable policies in effect at the Company as if they had been fully vested as of the date of the Change of Control Employee continued employment; provided that reimbursements pursuant to the extent the Performance Targets have been satisfied as of such date subsections (v) and (vi) shall be forfeited to the extent the Performance Targets have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in which event the Performance-Based Options shall remain outstanding commence until the earlier of sixtieth (i60th) day following the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of Employee’s termination of Optionee’s employment, and, to the extent not already vested, and such reimbursement shall vest, if during include any such period, such marketable securities are converted to cash or amounts that would otherwise distributed or disposed of by Sponsors if the applicable performance targets are met upon such conversion, distribution or transfer). In the case of the Performance-Based Options, the Sponsors agree to provide Optionee (as well as to the Company if the Sponsors are no longer in control of the successor entity) with notice that the Performance Targets have been satisfied within 30 days following such eventbe due prior thereto.

Without Cause; For Good Reason. If Optionee’s employment is terminated by In the Company without Cause (which shall for purposes event of this Agreement include a termination of the Executive’s employment upon conclusion of by the Employment Term (as defined in the Employment Agreement) after the Company’s giving Company Without Cause or a termination by the Executive a notice of non-renewal of the Employment Term) or by Optionee for his employment with Good Reason, subject to entering into a release of claims in the extent not previously cancelled or expiredform attached as Exhibit A, (A) as of the date of termination Optionee’s unvested Time-Based Options that would have vested if Optionee had remained employed through Company will pay to the first anniversary of Executive in a single lump sum an amount equal to two times the date of termination will vest and all vested Options will remain exercisable for the shorter sum of (1) one year following the date of termination Executive’s then-current Base Salary and (2) the remainder average of their original scheduled term the highest three annual bonuses earned by the Executive under the Executive Incentive Plan in respect of each of the five (5) prior bonus years (exclusive of any special or prorated bonuses) immediately before the year of such termination and (B) the Performance-Based Options will continue Company shall for purposes of the Wyeth Supplemental Executive Retirement Plan and the Wyeth Executive Retirement Plan credit the Executive with two years’ additional service and age, such that under the terms of each such plan, the Executive shall be treated as having continued in the employ of the Company through the second anniversary of his termination of employment by the Company Without Cause or a termination by the Executive of his employment with Good Reason. Accordingly, the assumptions to remain outstanding and be eligible to vest until the shorter of used in calculating Executive’s benefit under such plans are: (x) the first anniversary Executive has continued in the employ of the date Company for an additional two years after the Date of termination Termination, and (y) the remainder Executive has earned annually from the Date of their original scheduled Termination to the date of Executive’s assumed continued employment pursuant to clause (x) above the same compensation, as such term is defined in the applicable plan document, Executive earned in the twelve (and if 12) months preceding the Performance Targets are achieved during such time period Date of Termination. The payment provided for in Section 5(f)(iii)(A) shall vest in accordance therewithbe made promptly following the Date of Termination; provided that if if, as of the Date of Termination, the Executive is a Change “specified employee” within the meaning of Control occurs during such time period Section 409A(a)(2)(B)(1) of the Code and the Sponsors receive marketable securities in connection with such Change of Control, the Performance-Based Options shall remain outstanding until the earlier of (i) the remaining term of the Performance-Based Options and (ii) the first anniversary of the date of termination of Optionee’s employment, andregulations thereunder, to the extent not already vestedrequired thereunder, shall vest, if during no such period, such marketable securities are converted to cash or otherwise distributed or disposed of by the Sponsors if the applicable performance targets would be met upon such conversion, distribution or transfer) and all then-vested Performance-Based Options will remain exercisable for the shorter of (1) one year following the applicable date of vesting and (2) the remainder of their original scheduled term. Notwithstanding the foregoing, if Optionee’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, the Time-Based Options amounts shall be treated as if they had fully vested as of the date of the Change of Control and the Performance-Based Options shall be treated as if they had been fully vested as of the date of the Change of Control to the extent the Performance Targets have been satisfied as of such date (and shall be forfeited to the extent the Performance Targets have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in which event the Performance-Based Options shall remain outstanding until the paid any earlier of (i) the remaining term of the Performance-Based Options and (ii) than the first business day after the six-month anniversary of the date Date of termination Termination. The benefits provided for in Section 5(f)(iii)(B) shall be paid in accordance with the Executive’s elections for payment of Optionee’s employmentbenefits under the Wyeth Supplemental Executive Retirement Plan or the Wyeth Executive Retirement Plan, and, to the extent not already vested, shall vest, if during such period, such marketable securities are converted to cash or otherwise distributed or disposed of by Sponsors if the applicable performance targets are met upon such conversion, distribution or transfer). In the case of the Performance-Based Options, the Sponsors agree to provide Optionee (as well as to the Company if the Sponsors are no longer in control of the successor entity) with notice that the Performance Targets have been satisfied within 30 days following such eventapplicable.