Exhibit 10.30
AMENDMENT TO THE
AMERICAN HOME PRODUCTS CORPORATION
SPECIAL STOCK OPTION AGREEMENT
The Special Stock Option Agreement, dated __________, 199_, by
and between American Home Products Corporation (the "Corporation")
and _____________ (the "Agreement") is hereby amended by this
Amendment, dated _________, 199_, by adding a new paragraph 9 which
states as follows:
9. Notwithstanding the holding period set forth in
paragraph 2 of this Agreement, effective on the date that
is one year after the date of grant of these options, in
the event of a Change of Control (as defined below) (i)
these options shall become immediately exercisable options
with respect to 100 percent of the Option Shares; and (ii)
the Compensation and Benefits Committee may, in its
discretion and upon at least 10 days advance notice to the
optionee, cancel any options and pay to the optionee in
cash, the value thereof based upon the highest price per
share of the Corporation's common stock received or to be
received by other stockholders of the Corporation in
connection with the Change of Control.
"Change in Control" shall, unless the Board of Directors of
the Corporation otherwise directs by resolution adopted
prior thereto, be deemed to occur if (i) any "person" (as
that term is used in Sections 13 and 14(d)(2) of the
Exchange Act) other than a Permitted Holder (as defined
below) is or becomes the beneficial owner (as that term is
used in Section 13(d) of the Exchange Act), directly or
indirectly, of 50% or more of either the outstanding shares
of common stock of the Corporation or the combined voting
power of the Corporation's then outstanding voting
securities entitled to vote generally, (ii) during any
period of two consecutive years, individuals who constitute
the Board of Directors of the Corporation at the beginning
of such period cease for any reason to constitute at least
a majority thereof, unless the election or the nomination
for election by the Corporation's stockholders of each new
director was approved by a vote of at least three-quarters
of the directors then still in office who were directors at
the beginning of the period or (iii) the Corporation
undergoes a liquidation or dissolution or a sale of all or
substantially all of the assets of the Corporation. No
merger, consolidation or corporate reorganization in which
the owners of the combined voting power of the
Corporation's then outstanding voting securities entitled
to vote generally prior to said combination, own 50% or
more of the resulting entity's outstanding voting
securities shall, by itself, be considered a Change in
Control. As used herein, "Permitted Holder" means (i) the
Corporation, (ii) any corporation, partnership, trust or
other entity controlled by the Corporation and (iii) any
employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any such controlled
entity.
Accepted and agreed to: AMERICAN HOME PRODUCTS CORPORATION
_________________ ___________________________
Optionee's Signature Chairman of the Board
