Exhibit 10.1


 


ABBOTT LABORATORIES EUROPE


 


WORK CONTRACT


 


BETWEEN THE UNDERSIGNED :


 


ABBOTT LABORATORIES SA, company incorporated under the
Law of Switzerland, with a capital of 50.000 Switzerland Francs, registered
under the Commercial and Company Registry of Zoug, under the number
107 927, CH 170.3.015197-9, whose registered office is Neuhofstrasse 23,
6341 Baar, Switzerland.


 


Whose French branch is located at 10, rue d’Arcueil,
Zone Silic, in Rungis (94), and which is registered under the Commercial and Company
Registry of Créteil under the number B 450 675 905, represented by
Stephen R. Fussell, in his capacity as Senior Vice President, Human Resources,
and Thierry Coosemans, in his capacity as Area Finance Director Western Europe
and Canada.


 


Hereinafter referred to as “the
company”.


 


ON ONE HAND,


 


Mr. Olivier BOHUON, born on 01/03/1959, French
nationality, residing at 132, Avenue Victor Hugo, 75116 PARIS, registered under
the Social Security no: 159017511601393.


 


Hereinafter referred to as “Mr. Olivier
BOHUON”.


 


ON THE OTHER HAND,


 


Hereinafter together referred
to as the “parties”.


 

















 


IT HAS BEEN AGREED AS
FOLLOWS:


 


ARTICLE 1 : PURPOSE


 


The Company has hired, on the terms set forth below, Mr. Olivier
BOHUON, who accepts, as Executive Vice President Pharmaceutical Products
top-level executive status.


 


As the Executive Vice President Pharmaceutical
Products, Mr. Olivier BOHUON is required to perform his duties as
described below.


 


Mr. Olivier BOHUON is in charge of / responsible
for:


 


·                  Managing
Abbott’s financial assets.


·                  Profitably
grow the Pharmaceutical business by leading people and managing key functions
and processes.


·                  Develop
business strategies and assure their implementation. Communicate these
strategies to employees.


·                  Develop
an annual business plan for the Pharmaceutical business and achieve goals that
have been committed to.


·                  Guarantee
that the organization attracts, develops and retains the talent necessary to
grow the business / business success.


·                  Conduct
all business in an ethical manner following Abbott’s Code of Business Conduct.


·                  Take
corrective actions to protect Abbott’s assets, reputation and business. Keep
senior management informed of all important issues that may affect the
business.


·                  Understand
the Pharmaceutical business and business environment so as to seek out
opportunities for Abbott and address any potential threats.


 


The missions as described do not intend to restrict
management’s right to assign or re-assign duties to this job, such change not
being considered as an essential modification of this work contract, as
expressly acknowledged by Mr. Olivier BOHUON when signing this employment
contract.


 


Mr. Olivier BOHUON shall report to his
superior, currently the Chief Executive Officer or to such person(s) as
directed by the Company.


 


For this purpose, the Collective Bargaining Agreement
currently applicable within the company is the one applicable to “Technical
Studies,” Consulting Engineer’s Offices and Consulting Companies” Called
SYNTEC.


 


This reference to the Collective Bargaining Agreement
is not considered as a substantial condition of this employment contract as
acknowledged by the parties when signing this contract.


 


Mr Olivier BOHUON formally declares that he is free
from any commitment towards another company.


 


Mr. Olivier BOHUON must inform the company of any
changes in his personal status (address, tax residency status, etc) which could
modify his prior statements.


 


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ARTICLE 2 : TRIAL PERIOD


 


The present employment contract is concluded for an
unlimited period of time, as from February 2010, with no trial period.


 


The seniority acquired by Mr. Olivier BOHUON with
ABBOTT since June 1st, 2003, is entirely
taken into account for the entitlement to all related benefits.


 


ARTICLE 3 : PLACE OF WORK


 


Mr. Olivier BOHUON’s place of work is at the
premises of the company, which are presently located at 10, rue d’Arcueil, Zone
Silic, Rungis (94) in France.


 


ARTICLE 4 : BUSINESS TRIPS


 


During the performance of his duties, Mr. Olivier
BOHUON agrees to undertake business trips in France and abroad, and thus to be
away from his home for limited periods of time. For business trips abroad, he
will be compensated as described in Article 8.


 


ARTICLE 5 : WORKING TIME


 


Mr. Olivier BOHUON is considered as a top-level
executive in accordance with the provisions of article L. 3111-2 of the Labour
Code, given the nature of this duties, the large freedom which he has been
granted in the organization of this working time and, demonstrated by the high
level of responsibilities and remuneration, he is not subject to the legal
regulations related to the duration of work and is exclusively remunerated for
the successful completion of his assigned tasks.


 


ARTICLE 6 : PAID HOLIDAYS


 


Mr. Olivier BOHUON will
be entitled to 25 vacation days per year.


 


The referenced year for holiday runs from June 1st of the preceding year to May 31st of the succeeding year.


 


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ARTICLE 7 : COMPENSATION


 


7.1 Fixed Compensation


 


In compensation for his services, effective March 1,
2010, Mr. Olivier BOHUON shall receive a gross annual remuneration
amounting to 576.388 €uros (five hundred and seventy six thousand three hundred
and eighty eight euros), to be paid in 13 equal monthly instalments. His fixed
compensation will be reviewed and adjusted on an annual basis.


 


The thirteenth payment will be
paid at the end of November each year.


 


This remuneration includes the holiday bonus, which is
provided by article 31 of the applicable Collective Bargaining Agreement.


 


Mr. Olivier BOHUON’s gross annual salary is a
global payment which covers the whole working time required for the expected
performance of his duties, irrespective of the actual hours worked.


 


7.2. Variable compensation


 


Mr. Olivier BOHUON will receive a variable remuneration according
to the achievement of the targets determined each year by the company, corresponding
to 105% of his base
remuneration if established, applicable Company, Division, and individual
performance targets are achieved, as governed by the Performance Incentive
Plan.


 


7.3 Tax Equalization


 


Given the conditions of performance of his duties and
given the activities of the company, Mr. Olivier BOHUON is requested to
travel abroad frequently and on periods reaching many weeks in one year.


 


In order to take into account the time spent abroad
for the needs of and in the interests of the company, and in order to
facilitate compliance with applicable country income tax laws, Mr. Olivier
BOHUON will be covered by the Tax Equalization program as defined in the Abbott
Cross Border Transfer policy now in effect and as changed from time to
time.  Tax preparation services under
this program will be provided by a Company-designated tax consulting firm.


 


A primary objective of this program is to ensure that
his tax burden while performing his duties abroad will follow tax principles
reasonably similar to those that would have been applicable had he remained in
France.  As an exception to the standard
program elements and only for Tax Equalization calculation purposes, he will be
deemed to benefit in France from an exempted Expatriation Bonus capped for
calculation purposes only at 30%/(1+30%) of his Fixed and Variable Compensation
as defined above.


 


It is expressly agreed that Mr. Olivier BOHUON
shall record and justify his business travels in an internal document and keep
copies of all receipts of his business trips (expense, receipt, plane tickets,
reports, hotels etc) in order to prove, from a tax equalization standpoint, the
number of days spent outside France and the purposes of these travels.


 


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ARTICLE 8 : PROFESSIONAL
EXPENSES


 


Professional expenses and, in particular, expenses
related to business trips taken by Mr. Olivier BOHUON in the exercise of
his duties will be reimbursed upon presentation of supporting receipts, in
accordance with the procedures in force within the company.


 


ARTICLE 9 : COMPANY CAR


 


For the performance of these duties, Mr. Olivier
BOHUON will benefit from a company car, as defined in the Car Policy of the
company.


 


ARTICLE 10 :  COMPANY BENEFITS


 


Mr. Olivier BOHUON will be registered to the
complementary retirement scheme of CGIS-CIS CIRCO and ACGME (Groupe Mornay, 5
to 9 rue van Gogh — 75591 PARIS CEDEX 12) and to the provident scheme MERCER
(36, rue Raspail, 92536 Levallois Perret cedex), in force within the company.


 


These schemes will be subject
to any legal modification that could be subsequently decided.


 


ARTICLE 11 : SICKNESS


 


In the case of incapacity to work due to sickness or
accident, Mr Olivier BOHUON shall advise the company as soon as possible, and
at the latest within 24 hours.


 


Mr. Olivier BOHUON shall also justify his
incapacity to work by submitting a medical certificate to his management within
48 hours of his absence at the latest.


 


ARTICLE 12 : FINANCIAL
PLANNING


 


Abbott executives are eligible to participate in the Abbott
Financial Planning Program provided by Ernst & Young, JMG Financial,
or Northern Trust. Each of the providers will contact Mr. Olivier BOHUON
to provide him with information regarding the service they can provide. Abbott
will reimburse him for these services up to the maximum allowable, U.S. $
10,000. He will be responsible for any amount over the maximum.


 


This benefit is taxable to Mr. Olivier BOHUON as
imputed income. In any quarter that uses this service, the provider will bill
Abbott directly and Abbott will pay the bill up to the maximum benefit. The
charge for this service will be included in his gross earnings and applicable
tax and social security deductions made from a paycheck prior to the end of
that quarter.


 


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ARTICLE 13 : PROFESSIONAL
OBLIGATIONS


 


13.1 Exclusivity


 


Given the confidential nature of his duties as well
his responsibilities and level of remuneration, Mr. Olivier BOHUON shall
devote the whole of his working time to the performance of his professional
activities to the company and shall not be engaged, for any reason whatsoever,
on his own behalf or on behalf of another individual, in any other professional
activities to the company and shall not be engaged, for any reason whatsoever,
on his own behalf or on behalf of another individual, in any other professional
activity, a fortiori a competing activity, while employed by the company,
except with the prior written consent of the company’s legal representative.


 


13.2 Confidentiality


 


Mr. Olivier BOHUON shall keep secret and shall
not at any time during his employment or after termination of his employment
contract, for whatever reason, use, communicate or reveal to any person,
directly or indirectly, for whatever reason, any secret or confidential
information which shall have come to his knowledge during his employment with
the company, except with prior written authorization from the company’s legal
representative.


 


“Confidential information” includes all information of
whatsoever nature (technical scientific, commercial or other) and, in
particular, all information belonging to the company or any other company of
the group relating to its strategy, its financial situation, its functioning,
its clients, its products, its software programs, its fabrication, marketing
and development plans, business secrets of whatsoever nature.


 


This commitment will apply to all information relating
to the company’s (or any other company of the group) relationship with clients
and suppliers.


 


ARTICLE 14 : RESTITUTION


 


In case of termination of his employment contract for
whatsoever reason, and on the last day of effective work, Mr. Olivier
BOHUON shall immediately hand over to the company all documents, books,
materials, recordings, correspondence, access codes, computer software,
computer specifications, papers and information (on whatever media and wherever
located) relating to the company’s activity and / or any other company of the
group to which the company belongs.


 


Mr. Olivier BOHUON shall immediately hand over
any magnetic disk on which information relating to the company’s activity is
stored, and all keys, credit cards and any other means of the company or any
other entity to which the company is linked. He will have to show the evidence
of the good accomplishment of the above obligation.


 


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ARTICLE 15 : TERMINATION


 


Each party shall have the right to terminate this
employment contract by giving a notice period as determined by the applicable
Collective Bargaining Agreement and at present fixed at 3 months.


 


However, this notice period is
not due in case dismissal for serious misconduct or gross misconduct.


 


ARTICLE
16: MISCELLANEOUS


 


This
Agreement constitutes the entire agreement entered into between the Company and
Mr. Olivier BOHUON. It
nullifies and supersedes in all respects any other contract or agreement,
whether written or oral, entered into with the Company and/or any affiliated
companies and more generally any arrangements or conventions whatever
previously entered into and relating to the matters dealt in this Agreement by
the parties.


 


ARTICLE 17 : APPLICABLE LAW


 


This employment contract shall
be construed and governed by French law.


 


French courts will be the only competent courts
regarding the execution, interpretation and termination of this employment
contract.


 


 


In two originals


 


 


RUNGIS


 


February


 


 


For the company ABBOTT
LABORATORIES


 


	
  /s/ Stephen R. Fussell

  	
   

  	
   

  
	
  Mr. Stephen R.
  Fussell

  	
   

  	
   

  
	
  Senior Vice President,
  Human Resources

  	
   

  	
   

  



 


 


	
  /s/ Thierry Coosemans

  	
   

  	
   

  
	
  Mr. Thierry
  Coosemans

  	
   

  	
   

  
	
  Area Finance Director
  Western Europe and Canada

  	
   

  	
   

  



 


 


	
  /s/ Olivier BOHUON

  	
   

  	
   

  
	
  For the employee

  	
   

  	
   

  
	
  Mr Olivier BOHUON

  	
   

  	
   

  



 


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