Form of Deferred Stock Unit Award Agreement (New Director)



 Exhibit 10.23 
 WYETH 
 DEFERRED STOCK UNIT AWARD AGREEMENT 
 UNDER THE WYETH 2006 NON-EMPLOYEE 
 DIRECTOR STOCK INCENTIVE PLAN 
  

			
	 [Name and Address of Grantee]
 (the “Grantee”)
	  	DATE OF GRANT:

  

			
		  	NUMBER OF DEFERRED STOCK UNITS: 1,200

 1. Grant of Deferred Stock Unit Award. Wyeth, a Delaware corporation (the
“Company”), pursuant to its 2006 Non-Employee Director Stock Incentive Plan (the “Plan”), hereby grants the Grantee the number of Deferred Stock Units specified above (the “Deferred Stock Unit
Award”). Each Deferred Stock Unit shall represent the right to receive one share of Stock subject to the terms and conditions set forth herein, as well as all of the terms and conditions of the Plan, all of which are incorporated herein in
their entirety. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Deferred Stock Unit Award
Agreement (this “Agreement”), the Plan shall govern and control. 
 2. Vesting Schedule. Subject to the
Grantee’s continued Board Membership through the applicable vesting date, the Deferred Stock Unit Award shall become fully vested on the date that is twelve (12) months and thirty (30) days following the Date of Grant;
provided, however, that no portion of the Deferred Stock Unit Award shall become vested prior to the date upon which the Grantee has completed two years of continuous Board Membership following the Grantee’s election to the Board.

 3. Accelerated Vesting and Forfeiture of Deferred Stock Unit Award Upon Termination of Board Membership. In the event that the
Grantee incurs a Termination of Board Membership on account of the Grantee’s death, and if the Grantee has completed at least two years of continuous Board Membership, all unvested Deferred Stock Units granted under this Agreement and held by
the Grantee as of such termination date shall immediately become fully vested. In the event that the Grantee incurs a Termination of Board Membership for any other reason, all unvested Deferred Stock Units granted under this Agreement and held by
the Grantee as of such termination date shall immediately expire and be forfeited without further consideration to the Grantee. 
 4. Distribution Election. Within thirty (30) days following the Date of Grant, the
Grantee shall make an Initial Election by filing an initial Distribution Election Form, in the form attached hereto as Exhibit A (the “Distribution Election Form”), with the Company indicating whether the distribution of the
Deferred Stock Unit Award, if vested, upon the Termination of Board Membership is to be made in a lump sum or in a series of 2 to 10 substantially equal annual installments on (or commencing on) (i) the date on which the Grantee incurs a
Termination of Board Membership or (ii) on January 31st one or more years after the year in 








 
which the Grantee incurs a Termination of Board Membership. If the Grantee fails to file a timely Distribution Election Form or makes a distribution election
not otherwise permitted by the Plan, the Deferred Stock Unit Award, by default, shall be distributed in a lump sum on the date on which the Grantee incurs a termination of the Grantee’s Board Membership (the “Default
Election”). The initial election (or the Default Election, if applicable) shall be a standing election and shall apply to the Deferred Stock Unit Award granted under this Agreement and, unless such standing election is modified, to all of
the Grantee’s subsequent Deferred Stock Unit Awards. The Grantee may elect to change the time and form of payment for any future Deferred Stock Unit Award by filing a Distribution Election Modification Form, in the form attached hereto as
Exhibit B, with the Company. A Distribution Election Modification Form must (i) be in accordance with the Plan, and (ii) be made in writing and filed no later than December 31, or such earlier date prescribed by the Committee, in the
calendar year prior to the calendar year in which the Deferred Stock Unit Award with respect to which the modification shall be effective is granted. Any such Distribution Election Modification Form shall apply to all of the Grantee’s Deferred
Stock Unit Awards granted in calendar years subsequent to the filing of such election, unless and until a new Distribution Election Modification Form is filed with the Company. An Initial Election pursuant to this Section 4 shall be in
accordance with the Applicable Transition Relief and shall not apply if the Deferred Stock Unit Award would otherwise be distributable in the calendar year in which the election is made. An election pursuant to this Section 4 shall become
irrevocable on the last permissible date for making such election but may be changed at any time before such date. “Applicable Transition Relief” means the following transition guidance, as applicable, with respect to the application of
Section 409A: (i) I.R.S. Notice 2005-1, I.R.B. 274 (published as modified on January 6, 2005), (ii) Section XI.C. of the preamble to the proposed Treasury Regulations under Section 409A (70 F.R.
57930; October 4, 2005), (iii) I.R.S. Notice 2006-79, I.R.B. 2006-43 and (iv) I.R.S. Notice 2007-86, I.R.B. 2007-46. 
 5. Deferred Unit Account. On the Date of Grant, the Company shall establish a Deferred Unit Account for the Grantee and shall credit such newly established Deferred Unit Account with the number of Deferred Stock Units attributable to
the Deferred Stock Unit Award. 
 6. Contribution of Stock to Trust. On the Date of Grant, the Company shall contribute to the Trust
for the benefit of the Grantee a number of shares of Stock equal to the number of Deferred Stock Units granted to the Grantee pursuant to the Deferred Stock Unit Award. The Company shall instruct the Trustee to establish a Deferred Stock Account for
the Grantee and allocate the number of shares of Stock attributable to the Deferred Stock Unit Award to such newly established Deferred Stock Account. Stock held in the Deferred Stock Account (including, without limitation, Dividend Equivalents)
shall be subject to vesting to the same extent that the Deferred Stock Unit Award is subject to vesting. Upon forfeiture of all or a portion of the Deferred Stock Unit Award as provided in Section 3 above, the corresponding number of shares of
Stock held in the Deferred Stock Account shall be forfeited and returned to the Company. 
 7. Dividend Equivalents. The Company shall
withhold cash dividends payable on the shares of Stock held in the Trust and, on each date that cash dividends are otherwise payable to the holders of Stock, the Company shall credit the Dividend Equivalents to the Grantee’s Deferred Unit
Account. From time to time, the Company shall deduct the value of full and/or 








 
fractional shares of Stock, as determined by the Committee, from the Grantee’s Deferred Unit Account and contribute such full and/or fractional shares
of Stock to the Grantee’s Deferred Stock Account in the Trust. Dividend Equivalents and shares of Stock attributable to such Dividend Equivalents shall be subject to forfeiture in the same manner as the Deferred Stock Unit Award and, to the
extent not forfeited, distributed to the Grantee in the same form and at the same time as the shares of Stock subject to this Deferred Stock Unit Award. 
 8. Payment of Deferred Stock Unit Awards. 
 (i) The shares of Stock attributable to
this Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be held in the Trust until the Grantee’s Termination of Board Membership. Following such Termination of Board Membership for any reason except death,
the shares of Stock held in the Grantee’s Deferred Stock Account attributable to the vested Deferred Stock Units granted hereunder shall be distributed by the Trustee to the Grantee, in a lump sum or in a series of annual installments (net of
required withholding for federal, state, local and foreign taxes, if any), as elected by the Grantee pursuant to the Grantee’s Distribution Election Form or Default Election, as applicable. Upon the death of a Grantee, undistributed shares of
Stock attributable to this Deferred Stock Unit Award shall be distributed in a lump sum to the Grantee or the Grantee’s estate or beneficiary, as applicable (net of required withholding for federal, state, local and foreign taxes, if any),
disregarding the election pursuant to Section 4 hereof, on the first day of the month following the Grantee’s death. 
 (ii) Notwithstanding anything in Section 8 to the contrary, (i) to the extent that the shares of Stock attributable to a Deferred Stock Unit Award are to be issued for any reason other than Termination of Board Membership due to
death during the period beginning on the Grantee’s Termination from Board Membership and ending on the six-month anniversary of such date and (ii) at the time of such Termination of Board Membership, the Grantee is a Specified Employee,
then such issuance shall be delayed until the first day of the month following the six-month anniversary of the Termination of Board Membership. 
 9. No Right to Board Membership. This Agreement does not confer upon the Grantee any right to remain a member of the Board, nor confer any obligation on the part of the Company or the Board to nominate the Grantee for re-election by
the Company’s stockholders. 
 10. Non-Transferability. The Deferred Stock Unit Award may not be assigned or transferred, pledged
or sold prior to its delivery to the Grantee or, in the case of the Grantee’s death, to the Grantee’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the
transfer of the Deferred Stock Unit Award for estate planning purposes shall be allowed in accordance with applicable law. 
 11.
Government and Other Regulations. 
 (a) The obligation of the Company to make payment of Awards in Stock or otherwise
shall be subject to all applicable laws, rules, and regulations, and to such approvals by 








 
governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary and subject to this Section 11, the
Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities
Act with the Securities and Exchange Commission or unless the Company has received the advice of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and
the terms and conditions of such exemption have been fully complied with. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the
Committee may, in its discretion, delay payment; provided that such delay is effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the
payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes. 
 (b) The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or
sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the
Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption. 
 12.
Change in Capital Structure. This Agreement and the number of Deferred Stock Units subject to this Deferred Stock Unit Award shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the
number or kind of a share of Stock or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or other consideration subject to this Deferred Stock Unit Award in the capital structure of the
Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after
the Date of Grant or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, the Grantee, or which
otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. 
 13. Change in Control. In
the event of a Change in Control, notwithstanding the vesting schedule set forth above, or any other limitation on vesting, (i) all unvested Deferred Stock Units subject to this Deferred Stock Unit Award shall immediately become 100% vested and
the forfeiture provisions thereon shall lapse and (ii) the shares of Stock attributable to the Grantee’s Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be distributed in accordance with
Section 8, unless the Change in Control is a Section 409A Change in Control Event. On the day following such Section 409A Change in Control Event, any outstanding Deferred Stock Unit Awards shall be cancelled and the Grantee shall
receive, on the first day following such Change in Control, in a lump sum: 
 (a) the value (determined in accordance with the
Plan) of such Deferred Stock Unit Awards distributed in a lump sum (net of required withholding for federal, state, local and foreign taxes, if any); and 







 (b) the value (determined in accordance with the Plan) of any Dividend Equivalents then
credited to the Grantee’s Deferred Unit Account which have not yet been converted into shares of Stock and contributed to the Trust (net of required withholding for federal, state, local and foreign taxes, if any) distributed in cash;

 provided, however, that if such Change in Control occurs in 2007, such lump sum shall be distributed on January 2, 2008. 
 14. Administration. Subject to the express provisions of the Plan, this Agreement and the Plan are to be interpreted and administered by the
Committee, whose determination shall be final. The Committee shall have the discretionary authority to amend this Agreement without the Grantee’s prior consent solely to the extent that any such amendment may be effected in a manner that will
not cause any person to incur taxes, interest or penalties under Section 409A (“Section 409A Compliance”). The Committee shall not have the discretionary authority to accelerate or delay the time of distribution of the shares
of Stock attributable to a Grantee’s Deferred Stock Unit Award, except to the extent that any such acceleration or delay may be effected in a manner that will result in Section 409A Compliance. 
 15. Governing Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal law as may be
applicable. 
 [Signatures to follow on next page] 







 THE UNDERSIGNED GRANTEE ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF
THE DEFERRED STOCK UNIT AWARD UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AGREEMENT AND THE PLAN. 
  

	
	WYETH
	
	 
	Chief Executive Officer


  

	
	Accepted and agreed to:
	
	  
	Name (please print)
	
	  
	Signature