Exhibit 10.1


 


March 16, 2006


 


 


Jeffrey
M. Leiden, MD, PhD


196
Beach Road


Glencoe,
Illinois  60022


Dear
Jeff:


 


 


This
letter will confirm our agreement with you relating to your departure from
Abbott Laboratories (“Abbott”). As used in this Agreement, the term “Abbott”
shall mean Abbott Laboratories and all of its subsidiaries and affiliates.


 


1.               Your last day of work for Abbott will be
March 24, 2006 (the “Separation Date”). You hereby tender your resignation as
an employee, officer and director of Abbott as of that date and as a director
of TAP.


 


2.               a.     You agree that through September 30, 2007,
you will not engage, directly or indirectly, in any activity (including but not
limited to participation on profit or non-profit Boards), business or
employment which is competitive with any businesses conducted by Abbott, or
that were or are under consideration by Abbott. You agree to notify Abbott, in
writing, of any intended activity, business or employment in which you propose
to engage and the name and address of any other intended future employer.
Abbott shall have the right to advise such person of your obligations
hereunder. If you so request, Abbott will notify you, in writing, of whether it
considers such activity, business or employment to be inconsistent with your
obligations hereunder.


 


b.              You will not disparage, and will cause your
attorneys, financial advisors and members of your immediate family not to
disparage Abbott, its products, personnel or persons representing them with
respect to business or personal matters. You will not engage in activities that
negatively affect Abbott’s reputation or its ongoing or planned areas of
operations, or its relationships with current or prospective customers and
suppliers.


 


b.              You agree to cooperate with Abbott with respect
to any charge, suit, investigation, claim or question arising regarding any
matter of which you had knowledge during your employment with Abbott. Such
cooperation will include, but not be limited to, appearance at depositions,
assistance in responding to discovery demands and in preparing for trial, and
appearance at trial. Abbott will reimburse you for all reasonable expenses,
including travel expenses, incurred by you in providing such assistance.


 


c.               You agree to make reasonable efforts for an
orderly business transition, and to maintain and protect the reputation of
Abbott, and its affiliates, businesses, products and personnel. You agree to
return all Abbott property in your possession, including without limitation,
computers,


 

















 


blackberry, cellular
telephones, fax machines, reports, files, memoranda, keys, identification
cards, computer access codes, customer and client lists and other property or
materials which you have prepared or to which you have had access, and you
shall not retain any reproduction thereof.


 


d.              You agree to abide by the terms of your
Abbott Employment Agreement.


 


3.               In exchange for the foregoing, Abbott agrees
that it will cause all restrictions to lapse with respect to the 2002, 2004 and
2005 Restricted Stock Awards. You will forfeit in its entirety the 2006
Restricted Stock Award.


 


4.               In the event of your breach of the provisions
of paragraph 2, Abbott’s obligations hereunder shall cease and you agree to
promptly remit to Abbott all outstanding shares of restricted stock which
vested to you from the 2002, 2004 and 2005 Restricted Stock Awards and/or the
funds provided to you in connection with the sale thereof.


 


5.               Except as otherwise provided in paragraph 3,
you will be entitled to benefits under existing Abbott employee benefit plans,
in accordance with the terms of those plans, through your Separation Date.


 


6.               Except to the extent limited by subparagraph
7c and except for claims, demands, and causes of action (“Claims”) for the
nonperformance of this Agreement, Abbott and you hereby forever waive, release
and discharge each and the other, as well as the officers, directors,
employees, agents and shareholders of Abbott, from liability, as follows:


 


a.               With respect to any and all Claims
whatsoever, whether known or unknown, related to your employment by Abbott or
your resignation and termination of employment, (i) you hereby forever waive, release
and discharge Abbott and the officers, directors, employees, agents and
shareholders of Abbott from liability from all such Claims or in the future may
have, and (ii) Abbott hereby forever waives, releases and discharges you from
all such Claims.


 


b.              With respect to all other Claims whatsoever,
whether known or unknown, (i) you hereby forever waive, release and discharge
Abbott and the officers, directors, employees, agents and shareholders of
Abbott from liability from all such Claims you now have and (ii) Abbott hereby
forever waives, releases and discharges you from liability from all such Claims
Abbott now has.


 


Both
parties agree not to attempt to assert any such Claims at any time.


 


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7.               The following provisions are included in
compliance with Section 7 of the Federal Age Discrimination in Employment Act
of 1967. You are hereby advised of the following:


 


a.               You acknowledge that this Agreement is
supported by consideration described in paragraph 3, to which you would not
otherwise be entitled.


 


b.              The release and agreement not to sue
contained in paragraph 6 apply to, among other things, any and all claims you
have against Abbott under the Federal Age Discrimination in Employment Act.


 


c.               This Agreement shall not be deemed to waive
any rights or claims relating to age discrimination arising after the date you
sign this Agreement.


 


d.              You acknowledge that you have been given the
opportunity to consult with attorneys of your choosing, financial advisors and
members of your immediate family.


 


e.               You have 21 days from the date of your
receipt of this Agreement to decide whether or not to sign it. You may take the
entire 21 days to decide whether to sign this Agreement and the offer contained
in this Agreement will remain open during that 21-day period.


 


f.                 You may revoke this Agreement, in writing, at
any time within seven days after you sign it, and this Agreement will not
become effective or enforceable until the eighth day following your signing of
it.


 


g.              You acknowledge that you have not relied on
any representation, written or oral, not set forth in this Agreement and that
you have entered into this Agreement voluntarily and with full knowledge of its
final and binding effect.


 


8.               You will be entitled to indemnification from
Abbott to the same extent as other current or former directors and officers of
Abbott. You also will be entitled to coverage under the directors and officers
liability insurance coverage maintained by Abbott (as in effect from time to
time) to the same extent as other current or former directors of Abbott;
provided, however, that nothing in this paragraph 8 will be construed to
require Abbott to continue to maintain any such directors or officers liability
insurance coverage.


 


9.               If any portion of this Agreement should be
ruled invalid, the balance of this Agreement shall continue in full force and
effect.


 


10.         This
Agreement shall be governed by, and construed in accordance with, the laws of
Illinois, regardless of the laws that might otherwise apply under applicable
conflicts of laws principle.


 


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11.         This
Agreement constitutes the complete understanding between you and Abbott
relating to your departure and supersedes any and all prior agreements,
promises, representations, or inducements. No promises or agreements made
subsequent to the execution of this Agreement by these parties shall be binding
unless reduced to writing and signed by authorized representatives of these
parties. The Agreement regarding Change in Control dated June 20, 2003, between
you and Abbott is hereby terminated.


 


If
this letter accurately sets forth our understanding, please sign and return
this letter.


 


Sincerely,


 


	
  ABBOTT
  LABORATORIES

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Stephen
  R. Fussell

  	
   

  	
   

  
	
   

  	
  Stephen
  R. Fussell

  	
   

  
	
   

  
	
   

  
	
  ACCEPTED:

  
	
   

  
	
  /s/ Jeffrey
  M. Leiden

  	
   

  	
   

  
	
  Jeffrey
  M. Leiden, MD, PhD

  
	
   

  
	
   

  
	
  Date:

  	
   3/16/06

  	
   

  	
   

  
						



 


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