Exhibit 10.2


 


ABBOTT LABORATORIES


PERFORMANCE RESTRICTED STOCK
AGREEMENT


 


This
Performance 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 Performance 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 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 Based on Performance.  The
restrictions on one-third of the total number of Shares will lapse and have no
further force on «M_1st_yr_vest», provided
that the Company’s prior year Return on Equity is a minimum of 18 percent; the
restrictions on an additional one-third of the total number of Shares will
lapse and have no further force on «M_2nd_yr_vest»,
provided that the Company’s prior year Return on Equity is a minimum of 18
percent; the restrictions on the remaining one-third of the total number of
Shares will lapse and have no further force on «M_3rd_yr_vest», provided that the Company’s prior year Return
on Equity is a minimum of 18 percent.  Notwithstanding the foregoing, any
remaining Shares that have not previously vested in «1st, 2nd, and 3rd_yr_vest»  shall remain outstanding and shall
vest on <<month and date of
grant>>,  «3rd_yr_vest»
and/or «4th_yr_vest»,
provided that the Company’s prior year Return on Equity is a minimum of 18
percent, and provided further that no more than one-third of the Shares will
vest in any one year.


 


4.                    Retirement.  The Restriction shall continue to apply (and
may lapse in accordance with the provisions of Section 3 above) in the
event that the 


 


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Employee’s employment with the Company and its
Subsidiaries is terminated by the Employee due to retirement.


 


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 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 Section 4 or Section 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.  The term discharge “for cause” shall have the
meaning given that term by Section 9.


 


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 


 


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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.


 


9.                    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.


 


10.              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.


 


11.              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, 4, or 5 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.


 


12.              Construction. 
This Performance Restricted Stock Award is intended to qualify as qualified
performance-based compensation under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), to the extent applicable. 
This Agreement shall be construed accordingly.


 


13.              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 


 


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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 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.


 


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.              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 


 


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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 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.


 


16.              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.


 


17.              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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