Exhibit 10.12
AMERICAN HOME PRODUCTS CORPORATION
RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT
UNDER THE 1993 STOCK INCENTIVE PLAN
DATE
NUMBER OF SHARES SUBJECT
TO TARGET AWARD
Name
Home Address
City, State, Zip
Under the terms and conditions of this Agreement and of the Company's 1993 Stock Incentive Plan (the "Plan"),
a copy of which has been delivered to you and is made a part hereof, the Company hereby awards to you units
(the "Units") representing shares of the Company's Common Stock (the "Common Stock") subject to the
restrictions set forth in this Agreement in the amount set forth above (the "Target Award"). Upon the satisfaction
by the Company of certain performance criteria as described in Paragraph 3 of this Agreement, the Units will be
converted into shares of the Company's Common Stock entitling the holder to all of the rights of a stockholder as
described herein but subject to the restrictions set forth in this Agreement (the "Restricted Stock"). Except as
provided herein, the terms used in this Agreement shall have the same meanings as in the Plan.
1. Rights as Stockholders. During the period from the date of this Agreement through the Conversion Date (as
defined herein), no shares of the Company's Common Stock represented by the Units will be earmarked for you
or your account nor shall you have any of the rights of a stockholder with respect to such shares. Upon issuance
of the Restricted Stock as of the Conversion Date, you will be the owner of record of the shares of Common
Stock represented by the Restricted Stock and shall be entitled to all of the rights of a stockholder of the
Company, including the right to vote and the right to receive dividends, subject to the restrictions stated in this
Agreement and referred to in the legend described in Paragraph 7 below. If you receive any additional shares by
reason of being the holder of Restricted Stock under this Agreement, all the additional shares shall be subject to
the provisions of this Agreement and all cer