Exhibit 10.28
AMERICAN HOME PRODUCTS CORPORATION
SPECIAL STOCK OPTION AGREEMENT
Social Security Number: [ ] Option Price: [ ]
[ ] Non-Qualified Stock Option Shares:
Date: [ ] Basic Termination Date: [ ]*
1. Under the terms and conditions of this Agreement and of the
American Home Products Corporation's amended 1993 Stock Incentive
Plan, a copy of which is attached hereto and incorporated herein
by reference, the Corporation hereby grants to the optionee named
above an option or options to purchase the number of shares of
the Corporation's common stock as specified above opposite the
optionee's name ("Option Shares") at the price also above
specified.
2. These options may be exercised three years from the date
hereof, or earlier in the case of disability or death, either in
whole at any time or in part from time to time in full shares,
provided the optionee is then in the employ of the Corporation or
any of its subsidiaries and has been continuously so employed
since the date the options were granted, and further provided
that the optionee has, at the date of exercise, been in the
continuous employment of the Corporation and/or one or more of
its subsidiaries for at least two years. If the optionee should
become disabled or die before the Option Shares become
exercisable, the optionee or the optionee's estate will have up
to three years from the date of disability or death to exercise
all of the Option Shares covered by this Agreement, subject to
the condition of non-competition in Section 5(g)(vii) of the
Plan. Notwithstanding Section 5(g)(ii) of the Plan, this Option
shall terminate concurrently with the time of termination of the
optionee's employment by the Company or its subsidiaries if such
termination occurs before the Option Shares become exercisable
and is due to any reason other than death (which is covered by
Section 5(g)(iii) of the Plan) or disability (as to which Section
5(g)(ii) of the Plan remains applicable).
3. These options may be exercised by sending the Treasurer of
the Corporation an option exercise notice indicating the number
of shares for which the option is to be exercised at that time
and the form in which the certificates are to be registered for
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 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 shares of the Corporation's common stock issued in
the optionee's name and duly assigned to the Corporation or 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, for the full
purchase price of the number of shares.
4. This Agreement and these options as well as the Corporation's
obligation to sell and deliver stock covered by these options 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. 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.
5. These options are 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.
6. Subject to the express provisions of the Plan, this Agreement
and such Plan are to be interpreted and administered by the
Compensation and Benefits Committee, whose determination will be
final.
7. This Agreement shall be governed by the laws of the State of
Delaware and in accordance with such Federal law as may be
applicable.
8. The optionee hereby consents to the amendments to the Plan
adopted by the Board of Directors of the Corporation on June 29,
1995 and reflected in the restated 1993 Stock Incentive Plan as
amended through June 29, 1995 and agrees that such amendments
shall apply to the Option granted hereby.
________________________________
*Or as otherwise provided in Section 5 of the Plan.
Accepted and agreed to:
AMERICAN HOME PRODUCTS CORPORATION
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Optionee's Signature Chairman of the Board
