Exhibit
10.2


ABBOTT
LABORATORIES


NON-EMPLOYEE
DIRECTOR


RESTRICTED
STOCK UNIT AGREEMENT


 


This Agreement made <<DateAwded>> (the
“Grant Date”), between Abbott Laboratories, an Illinois corporation (the
“Company”), and <<FirstMILast>> (the “Non-Employee Director”), for
the grant by the Company to the Non-Employee Director of a Restricted Stock
Award under the Company’s 1996 Incentive Stock Program (the “Plan”).


 


1.             Grant of Units.  Pursuant to Section 13 of the Plan, the
Company has granted to the Non-Employee Director the right to receive
<<NoShares>> <<NoShares12345>>) common shares of the
Company (the “Restricted Stock Units” used herein “Units”) upon the Termination
Event (as defined in Section 4 below). 
The shares shall be issued from the Company’s available treasury
shares.  Prior to the Termination Event,
(a) the Non-Employee Director shall not be treated as a shareholder as to those
shares, and shall only have a contractual right to receive them, unsecured by
any assets of the Company or the subsidiaries; (b) the Non-Employee Director
shall not be permitted to vote the Units; and (c) the Non-Employee Director’s
right to receive such shares will be subject to the adjustment provisions
relating to mergers, reorganizations, and similar events set forth in the
Plan.  The Units shall be subject to all
of the restrictions hereinafter set forth.


2.             Rights to Dividends.  The Employee shall be entitled to receive
cash payments equal to the dividends and distributions paid on shares of stock
(other than dividends or distributions of securities of the Company which may
be issued with respect to its shares by virtue of any stock split, combination,
stock dividend or recapitalization) to the same extent as if each Unit was a
share of stock, and those shares were not subject to the restrictions imposed
by this Agreement and the Plan, provided that the record date with respect to
such dividend or distribution occurs within the period commencing with the
Grant Date and ending upon the date of the Termination Event (the “Restricted
Period”).


3.             Restrictions.  The Units shall be fully vested as of the
Grant Date, provided, however, that the Units will be subject to the following
restrictions (the “Restrictions”) during the Restricted Period:


(a)           The Units may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of.


(b)                                 Any additional
common shares of the Company or other securities or property issued with
respect to shares covered by the Units as a result of any stock split,
combination, stock dividend or recapitalization, shall be subject to the
Restrictions and other provisions of the Plan and this Agreement.


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(c)           The Non-Employee Director shall not be entitled to receive
any shares prior to completion of all actions deemed appropriate by the Company
to comply with federal or state securities laws and stock exchange
requirements.


4.             Termination Event.  The Restrictions shall lapse and have no
further force or effect upon the earliest of the following events (the
“Termination Event”):


(i)                                     The date the
Non-Employee Director terminates or retires from the Board of Directors of the
Company;


(ii)                                  The date the
Non-Employee Director dies; or


(iii)                               The date of
occurrence of a Change in Control (as defined in the Plan).


5.             Withholding Taxes.  The lapse of the Restrictions on the Units
pursuant to Section 4 above and the delivery of the shares shall be conditioned
on the Non-Employee Director or his executor, administrator, personal representative
or heirs (“Representative”) having made appropriate arrangements with the
Company to provide for the withholding of any taxes as may be required to be
withheld by federal, state or local law with respect to such lapse or delivery.


6.             Succession.  This Agreement shall be binding upon and
operate for the benefit of the Company and its successors and assigns, and the
Non-Employee Director and his Representative.


IN WITNESS WHEREOF, the parties have executed this
Agreement, on the date first above written.


 


	
   

  
	
  ABBOTT LABORATORIES

  
	
  By Miles D. White

  
	
  Chairman and Chief Executive
  Officer

  



 


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