Exhibit 10.5


 


ABBOTT
LABORATORIES


RESTRICTED
STOCK AGREEMENT


 


This Restricted Stock
Agreement (the “Agreement”), made on «DateAwded»
(the “Grant Date”), between Abbott Laboratories, an Illinois corporation (the “Company”),
and «Name»  (the “Employee”),
provides for the grant by the Company to the Employee of a Restricted Stock
Award (the “Award”) under the Company’s 1996 Incentive Stock Program (the
“Program”).  This Agreement incorporates
and is subject to the provisions of the Program.  To the extent not defined herein, capitalized
terms shall have the same meaning as in the Program, and in the event of any
inconsistency between the provisions of this Agreement and the provisions of
the Program, the Program shall control.


 


The terms and conditions
of the Award are as follows:


 


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 and to be
rendered by the Employee to the Company and of the agreements hereinafter set
forth, the Company has granted to the Employee «NoShares12345» Shares.  The Shares shall be
issued from the Company’s available treasury shares.  The Employee shall have all the rights of a
shareholder 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, 4 or 5 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 6 below.


 


3.                    Lapse of Restriction by Passage of Time.  During employment, the Restriction on
one-third of the total number of Shares will lapse and have no further force on
the first anniversary of the Grant Date; the Restriction on an additional
one-third of the total number of Shares will lapse and have no further force on
the second anniversary of the Grant Date; and the Restriction on the remaining
Shares will lapse and have no further force on the third anniversary of the
Grant Date.


 


4.                    Lapse of Restriction Due to Retirement. 
Upon the Employee’s termination of employment with the Company and its
Subsidiaries due to retirement (as such term is defined by administrative rules in
effect on the date hereof) prior to the third anniversary of the Grant Date,
the Restriction shall lapse and have no further force and effect in accordance
with Section 3 of the Agreement as if the Employee had remained employed
through the third anniversary of the Grant Date.


 


5.                    Lapse of Restriction Due to Death or Disability.  The Restriction shall lapse and have no further
force or effect upon the date of the Employee’s death or 


 


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disability.  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.


 


6.                    Forfeiture of Shares.  In the event of termination of the
Employee’s employment with the Company and its Subsidiaries, other than under the circumstances
described in Sections 4 or 5 above, including without limitation
due to the Employee’s voluntary resignation (other than due to
retirement) or
involuntary discharge for cause, any shares with respect to which the
Restriction has not lapsed as of the date of termination, shall be forfeited as
of the date of termination, without consideration to the Employee or the
Employee’s executor, administrator, personal representative or heirs (“Representative”),
provided, however, that in the event that the Employee is involuntarily
discharged by the Company and its Subsidiaries other than for cause, the Company
shall have the authority (but not the obligation) to act, in its sole
discretion, to accelerate the lapse of the Restriction set forth in Section 3
above in whole or in part and to cause some or all of the Shares that have not
previously been paid out on a Delivery Date set forth in Section 3 above
to be settled in the form of Shares on the date of such involuntary discharge.


 


7.                    Withholding Taxes.  The Employee may satisfy any federal, state,
local or foreign taxes arising from delivery of the Shares pursuant to Section 3, 4 or 5 above by (i) tendering
a cash payment, (ii) having the Company
withhold Shares from the Shares to be delivered to satisfy the minimum
applicable withholding tax, (iii) tendering Shares received in connection
with the Award back to the Company, or (iv) delivering other previously
acquired Shares having a Fair Market Value approximately equal to the amount to
be withheld.  The Company shall have the
right and is hereby authorized to withhold from the Shares deliverable to the Employee
pursuant to Section 3, 4 or 5 above or from any other compensation or
other amount owing to the Employee such amount as may be necessary in the
opinion of the Company to satisfy all such taxes, requirements and withholding
obligations.  If the Company withholds
from the Shares for tax purposes, the Employee is deemed to have been issued
the full number of Shares underlying the Award, notwithstanding that a number
of the Shares are held back solely for the purpose of satisfying any such
taxes, requirements and withholding obligations.


 


8.                    No Right to
Continued Employment.  Neither the Program nor this Agreement shall
confer upon the Employee the right to continue in the employ or service of the
Company or any Subsidiary, to be entitled to any remuneration
or benefits not set forth in the Program or this Agreement
or other agreement, or to interfere with or limit in any way the right of the
Company or any such Subsidiary to terminate the Employee’s employment or
service or to exercise any of the other rights of the Company or its
Subsidiaries under the Agreement.


 


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9.                    Data Privacy. 
This grant of Shares shall be interpreted to effect the original intent
of the Company as closely as possible to the fullest extent permitted by
applicable law (including, without limitation, any laws governing data
privacy).  If any condition or provision
of this grant is invalid, illegal, or incapable of being enforced under any
applicable law or regulation governing data privacy, including the privacy laws
and regulations of the European Economic Area, all other conditions and provisions of the Shares shall
nevertheless remain in full force and effect. 
By accepting this grant, the Employee voluntarily and unambiguously
acknowledges and consents to the collection, use, processing and transfer of
Personal Data (defined below) as described in this paragraph, in electronic or
other form.  The Employee is not obliged
to consent to such collection, use, processing and transfer of Personal
Data.  However, failure to provide the
consent may affect the Employee’s ability to participate in the Program.  The Employee understands that the Company and
its Subsidiaries hold certain personal information about the Employee,
including, but not limited to, the Employee’s name, home address and telephone
number, date of birth, social security number or other employee identification
number, salary, nationality, job title, the number of Shares (if any) owned by
the Employee, whether the Employee is a member of the Board of Directors of the
Company or of any of its Subsidiaries, details of all stock options or any
other entitlement to Shares awarded, canceled, purchased, vested, unvested or
outstanding in the Employee’s favor for the purpose of managing and
administering the Program or this grant (collectively “Personal Data”).  The Employee understands that the Company and
its Subsidiaries will transfer Personal Data amongst themselves as necessary
for the purpose of implementation, administration and management of the
Employee’s participation in the Program, and the Company and/or any of its
Subsidiaries may each further transfer Personal Data to any third parties
assisting the Company in the implementation, administration and management of
the Program, including UBS or such other stock plan service provider as may be
selected by the Company in the future. 
These recipients may be located in the European Economic Area, or
elsewhere throughout the world, such as the United States and the recipients’
country (e.g., the United States) may have different data privacy laws and
protections than the Employee’s country. 
The Employee understands that the Employee may request a list with the
names and addresses of any potential recipients of the Personal Data by
contacting the local human resources representatives.  The Employee hereby authorizes the Company
and its Subsidiaries to receive, possess, use, retain and transfer the Personal
Data, in electronic or other form, for the purposes of implementing, administering
and managing the Employee’s participation in the Program, including any
transfer of such Personal Data as may be required for the administration of the
Program and/or the subsequent holding of Shares on the Employee’s behalf to a
broker or other third party with whom the Employee may elect to deposit any
Shares acquired pursuant to the Program. 
The Employee understands that Personal Data will be held only as long as
is necessary to implement, administer and manage the Employee’s participation
in the Program.  The Employee may, at any
time, review Personal Data, request additional information about the storage
and processing of Personal Data, and require


 


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any necessary amendments
to it.  The Employee may, at any time,
withdraw the consents herein, in any case without cost, in writing by
contacting the Company; however, withdrawing the Employee’s consent may affect
the Employee’s ability to participate in the Program.


 


10.     Discharge for Cause.  The term
discharge “for cause” shall mean termination of the Employee’s employment with
the Company and its Subsidiaries for (A) the Employee’s failure to
substantially perform the duties of the Employee’s employment (other than any
such failure resulting from the Employee’s disability); (B) material
breach by the Employee of the terms and conditions of the Employee’s
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 the Employee’s duties or in the course of the Employee’s employment; or (E) wrongful
disclosure by the Employee of secret processes or confidential information of the
Company or its Subsidiaries.


 


11.     Voting Rights; Payment of Dividends.  While the Restriction is in effect, the
Employee shall be entitled to vote the Shares granted hereunder and shall be
entitled to receive dividends paid on Shares to the same extent and on the same
date paid to the Company’s shareholders.


 


12.     Compliance with Applicable Laws and
Regulations.  Notwithstanding any other
provision of the Program or this Agreement to the contrary, the Company shall
not be required to issue or deliver any Shares pursuant to Section 3 or 4
above pending compliance with all applicable federal and state securities and other
laws (including any registration requirements or tax withholding requirements)
and compliance with the rules and practices of any stock exchange upon
which the Company’s Shares are listed.


 


13.     Section 409A.  To the extent applicable, it is intended that
this Agreement comply with, or be exempt from, the provisions of Code Section 409A.  The Agreement will be administered and
interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Code Section 409A
will have no force and effect until amended to comply
therewith (which amendment may be retroactive to the extent permitted by Code Section 409A).  Notwithstanding anything contained herein to
the contrary, for all purposes of this Agreement, the Employee shall not be
deemed to have had a termination of service unless the Employee has incurred a
separation from service as defined in Treasury Regulation §1.409A-1(h) and,
to the extent required to avoid accelerated taxation and/or tax penalties under
Code Section 409A and applicable guidance issued thereunder, amounts that
would otherwise be payable pursuant to the Agreement during the six-month
period immediately following the Employee’s termination of service (including retirement)
shall instead be paid on the first business day after the date that is six
months following the Employee’s termination of service (or upon the Employee’s
death, if earlier).  For purposes of this
Agreement, “disability” shall mean, as of a particular date, the Employee is,
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous
period of not less than


 


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twelve months, eligible
to receive income replacement benefits under the terms of the Abbott
Laboratories Extended Disability Plan (“EDP”) or, for an Employee whose
employer does not participate in the EDP, such similar accident and health
plan, providing income replacement benefits, in which the Employee’s employer
participates, for a period of at least six months.


 


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


 


15.     Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of the Agreement
shall be severable and enforceable to the extent permitted by law.  To the extent a court or tribunal of
competent jurisdiction determines that any provision of this Agreement is invalid
or unenforceable, in whole or in part, the Company, in its sole discretion,
shall have the power and authority to revise or strike such provision to the
minimum extent necessary to make it valid and enforceable to the full extent
permitted under local law.


 


16.     Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Illinois without giving effect to
the conflict of laws principles thereof.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed by its duly authorized officer
as of the grant date above set forth.


 


 




	
   

  	
   

  	
   

  	
  ABBOTT LABORATORIES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Miles D. White

  
	
   

  	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
					






 


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