Exhibit 10.27
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. One-third of these options may be exercised one year from the
date hereof, an additional one-third of these options may be
exercised two years from the date hereof and the remaining one-
third of these options may be exercised three years from the date
hereof (such one, two and three year periods each being referred to
herein as a "Holding Period") provided that all such options may be
exercised 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, upon termination of the optionee's
employment by the Company or its subsidiaries 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), any portion of these options that has not
theretofore become exercisable as a result of the expiration of the
Holding Period with respect thereto shall terminate concurrently
with the time of such termination.
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.
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*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
