Exhibit 10.7


ABBOTT LABORATORIES

RESTRICTED STOCK UNIT AGREEMENT


        This
Agreement made «DateAwded» (the “Grant Date”), between Abbott Laboratories, an
Illinois corporation (the “Company”), and «FirstMILast» (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 the right to receive «NoShares»
(«NoShares12345») common shares of the Company (the “Restricted Stock Units” used
herein “Units”) on the Delivery Date. The “Delivery Date” of the shares shall
be the date on which the Restriction (as defined in Section 2 below) on
such Units lapse. Unless indicated otherwise, the shares of stock shall be
delivered in an equal number of shares (subject to rounding) as of each
Delivery Date, if there is more than one Delivery Date applicable. The shares
shall be issued from the Company’s available treasury shares. Prior to the
Delivery Date(s), (a) the Employee 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
Employee shall not be permitted to vote the Restricted Stock Units; and
(c) the Employee’s right to receive such shares will be subject to the
adjustment provisions relating to mergers, reorganizations, and similar event
set forth in the Plan. The Restricted Stock Units shall be subject to all of
the restrictions hereinafter set forth. The Employee shall be permitted 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, however, that no dividends or
distributions shall be payable to or for the benefit of the Employee with
respect to record dates for such dividends or distributions occurring on or
after the date, if any, on which the Employee has forfeited the Restricted
Stock Units.


        2.    Restriction.    Until
the restriction imposed by this Section 2 (the “Restriction”) has lapsed
pursuant to Section 3 or 4 below, the Units 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 9.


        5.    Forfeiture of Units.    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 Units shall be forfeited as
of the date of termination, without consideration to the Employee or his
executor, administrator, personal representative or heirs (“Representative”).
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 Units.


        6.    Withholding Taxes.    The
lapse of the Restriction on the Units pursuant to Section 3 or 4 above or the
delivery of the shares shall be conditioned on the Employee or the
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.


        7.    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.


        8.    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.


 
















 


        9.    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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «FirstMILast»