Exhibit 10.6


 


Abbott Laboratories


Restricted Stock Agreement


 


This Agreement
made «DateAwded» (the “Grant Date”), between Abbott Laboratories, an Illinois
corporation (the “Company”), and «Name» (the “Employee”), for the grant by the
Company to the Employee of a Restricted Stock Award under the Company’s 1996
Incentive Stock Program.


 


1.             Grant of
Shares.  Pursuant to
action of the Compensation Committee of the Board of Directors of the Company,
and in consideration of valuable services heretofore rendered by the Employee
to the Company and of the agreements hereinafter set forth, the Company has
granted to the Employee «NoShares» («NoShares12345») common shares of the
Company (the “Shares”).  As soon as
practicable following the Employee’s execution of this Agreement, a certificate
or certificates representing the Shares and bearing the legend described in
Section 6 shall be delivered to the Employee. 
The Shares shall be issued from the Company’s available treasury shares.  Upon issuance of the certificates representing
the Shares, the Employee shall have all the rights of a stockholder with
respect to the Shares, including the right to vote and to receive all dividends
or other distributions paid or made with respect to the Shares.  However, the Shares (and any securities of
the Company which may be issued with the respect to the Shares by virtue of any
stock split, combination, stock dividend or recapitalization, which securities
shall be deemed to be “Shares” hereunder) shall be subject to all the restrictions
hereinafter set forth.


 


2.             Restriction.  Until the restriction imposed by this
Section 2 (the “Restriction”) has lapsed pursuant to Section 3 or 4 below, the
Shares shall not be sold, exchanged, assigned, transferred, pledged or
otherwise disposed of, and shall be subject to forfeiture as set forth in
Section 5 below.


 


3.             Lapse of
Restriction by Passage of Time.  The Restriction shall lapse and have no
further force or effect upon the earlier of: (a) three (3) years after the date
of this Agreement; or (b) employee’s attainment of age 65.


 


4.             Lapse of
Restriction by Death or Disability.  The Restriction shall lapse and have no
further force or effect upon the Employee’s death, disability or involuntary
discharge other than “for cause”.  For
purposes of this Agreement, the term “disability” shall mean the Employee’s
disability as defined in subsection 4.1(a) of the Abbott Laboratories Extended
Disability Plan for twelve consecutive months. 
Once the Employee has been disabled as defined in this Section for
twelve consecutive months, the disability shall be deemed to have occurred on
the first day of such twelve month period. 
The term discharge “for cause” shall have the meaning given that term by
Section 10.


 

















 


5.             Forfeiture of
Shares.  In the event
of termination of the Employee’s employment with the Company due to the
Employee’s voluntary resignation (including retirement under a Company pension
plan) or involuntary discharge for cause, prior to lapse of the Restriction
under Section 3 or 4, all of the Shares shall be forfeited, and transferred to
the Company by the Employee, without consideration to the Employee or his
executor, administrator, personal representative or heirs
(“Representative”).  In any such event,
the Employee or his Representative shall promptly deliver the certificates
representing the Shares to the Company together with any documents requested by
the Company necessary to effectuate such transfer.  In the event the Employee’s employment is terminated due to
retirement under a Company Pension Plan, the Compensation Committee of the
Board of Directors of the Company may, in its sole discretion, waive forfeiture
as to any or all of the Shares.


 


6.             Endorsement
on Certificates.  All
certificates representing the Shares shall be endorsed on the face thereof with
the following legend:


 


“The shares of
stock represented by this certificate and the transferability thereof are
restricted by and subject to a ‘Restricted Stock Agreement’ dated «DateAwded»,
a copy of which is on file with the Secretary of the Company.”


 


Upon lapse of the
Restriction the Employee or his Representative shall be entitled to have the
legend removed from certificates representing the Shares.


 


7.             Withholding
Taxes.  The lapse of
the Restriction on the Shares pursuant to Section 3 or 4 above shall be
conditioned on the Employee or the Representative having made appropriate
arrangements with the Company to provide for the withholding of any taxes
required to be withheld by federal, state or local law with respect to such lapse.


 


8.             Rights Not
Enlarged.  Nothing
herein confers on the Employee any right to continue in the employ of the
Company or of any of its subsidiaries.


 


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


 

















 


10.           Discharge for
Cause.  The term
discharge “for cause” shall mean termination by the Company of the Employee’s
employment for (A) the Employee’s failure to substantially perform the duties
of his employment (other than any such failure resulting from the Employee’s
disability); (B) material breach by the Employee of the terms and conditions of
his employment; (C) material breach by the Employee of business ethics; (D) an
act of fraud, embezzlement or theft committed by the Employee in connection
with his duties or in the course of his employment; or (E) wrongful disclosure
by the Employee of secret processes or confidential information of the Company
or its subsidiaries.


 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  «Name»