Exhibit 10.4


 


ABBOTT
LABORATORIES

NON-QUALIFIED REPLACEMENT STOCK OPTION AGREEMENT


 


Abbott Laboratories (the “Company”)
hereby grants to «First Name» «MI» «Last
Name»,  «Employee ID» (the “Employee”), a
Non-Qualified Replacement Stock Option (the “Option”) to purchase from time to
time all or any part of a total of «NQSOs» Shares subject to this Option, at the
price of $«Option_Price» per Share, such price being not less
than 100% of the Fair Market Value of the Shares on the date hereof (the “Exercise
Price”), under the terms and conditions set forth in this Non-Qualified Stock
Option Agreement (the “Agreement”) and is granted with respect to an Option
(the “Original Option”), the original term of which was set to expire on «Expiration_Date» (the “Expiration Date”).


 


This Option is granted this «Grant_Day» day of «Grant_Month», 20    ,
under the Company’s 1996 Incentive Stock Program (the “Program”) for the
purpose of furnishing to the Employee an appropriate incentive to improve
operations and increase profits and encouraging the Employee to continue
employment with the Company and its Subsidiaries.  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
Option are as follows:


 


1.                    This Option
may, but need not, be exercised in installments, but only within the time
periods and subject to the conditions described below.  This Option may be exercised only after six
months have elapsed from the date of its grant. 
In no event shall this Option be exercisable on or after the date on
which the Original Option would have terminated or at any other time when the
Original Option would not have been exercisable.


 


2.                    Subject to
Paragraphs 4 and 5, if the employee’s employment with the Company and its
Subsidiaries terminates before six months have elapsed from the date of this
Option’s grant, then the determination of whether and upon what conditions this
Option may be exercised shall be made pursuant to the provisions that would
have governed the exercise of the Original Option in the event the Employee’s
employment had terminated before the Original Option became exercisable.


 


3.                    Subject to
Paragraphs 4 and 5, if the Employee’s employment with the Company and its
Subsidiaries terminates after six months have elapsed from the date of this
Option’s grant, then the determination of whether and upon what conditions this
Option may be exercised shall be made pursuant to the provisions that would
have governed the exercise of the Original Option in the event the Employee’s
employment had terminated after the Original Option became exercisable.


 


4.                    Notwithstanding
Paragraphs 2 and 3, this Option shall immediately terminate in the event the
Employee engages, directly or indirectly for the benefit of the Employee or
others, in any activity, employment or business during employment or within
twelve (12) months after the date of termination or 


 


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retirement which, in the sole opinion and
discretion of the Committee or its delegate, is competitive with the Company or
any of its Subsidiaries.


 


5.                    Notwithstanding
Paragraphs 2 and 3, these Options shall immediately terminate, if in the sole
opinion and discretion of the Committee or its delegate, the Employee (a) engages
in a material breach of the Company’s code of business conduct; (b) commits
an act of fraud, embezzlement or theft in connection with the Employee’s duties
or in the course of employment; or (c) wrongfully discloses secret
processes or confidential information of the Company or its Subsidiaries.


 


6.                    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.


 


7.                    Except as
otherwise provided by the Committee or its delegate, the Option is not transferable otherwise than by will or the laws
of descent and distribution and is exercisable during the Employee’s lifetime
only by the Employee or the Employee’s guardian or legal representative.  It may not be assigned, transferred (except
by will or the laws of descent and distribution), pledged or hypothecated in
any way, whether by operation of law or otherwise, and shall not be subject to
execution, attachment, or similar process. 
Any attempt at assignment, transfer, pledge, hypothecation, or other
disposition of the Option contrary to the provisions hereof, and the levy of
any attachment or similar process upon such Option, shall be null and void and
without effect.


 


8.                    The Option may
be exercised only by (i) delivering to the Secretary or other designated
employee or agent of the Company, a written, electronic, or telephonic notice
of exercise, specifying the number of Shares with respect to which the Option
is then being exercised, and by payment of the full Exercise Price of the
Shares being purchased in cash, or with other Shares held by the Employee
having a then fair market value equal to the Exercise Price, (ii) by the
delivery of a properly executed exercise notice together with a copy of  irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds to pay the
Exercise Price, or (iii) a combination thereof, plus, in each case,
payment of the full amount of any taxes which the Company believes are required
to be withheld and paid with respect to such exercise.  In the event the Option is being exercised by
a person or persons other than the Employee, such person shall furnish the
appropriate tax clearances, proof of the right of such person or persons to
exercise the Option, and other pertinent data as the Company may deem
necessary.


 


9.                    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 purchased upon any
exercise pending compliance with all applicable federal and state securities
and other laws (including any registration requirements) 


 


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and compliance with the rules and
practices of any stock exchange upon which the Shares are listed.


 


10.              In the event the
Exercise Price of the Shares covered by this Option or any taxes due on its
exercise are paid by the surrender of other Shares or, for payment of
withholding taxes, by withholding of Shares, the Employee will be granted an
Option (the “Replacement Option”) to purchase a number of Shares equal to the
number of Shares surrendered and/or withheld, provided the then fair market
value of the Shares covered by this Option is at least twenty-five percent
(25%) higher than such Exercise Price. 
The Exercise Price under the Replacement Option will be the fair market
value of the Shares covered by the Replacement Option as of the grant date of
the Replacement Option.  The Replacement
Option will be a nonqualified stock Option, first exercisable six (6) months
from the Replacement Option grant date, with a term equal to the remainder of
the term of the Original Option.  An
additional Replacement Option will not be granted upon the exercise of a
previously issued Replacement Option if that previously granted Replacement
Option is exercised in the same calendar year that it was granted.


 


11.              The Employee may satisfy any federal,
state, local or foreign taxes arising from any transaction related to the
exercise of the Option by (i) tendering a cash payment, (ii) having
the Company withhold Shares from the Option exercised to satisfy the minimum
applicable withholding tax, (iii) tendering Shares received in connection
with the Option 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 transferable to the
Employee upon any exercise of the Option 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 subject to the Option, notwithstanding that a number of
the Shares are held back solely for the purpose of satisfying any such taxes,
requirements and withholding obligations.


 


12.              In the event there
is a change in the number of issued Shares without new consideration to the
Company (such as by stock dividends or stock splits), then (i) the number
of Shares at the time unexercised under this Option shall be changed in
proportion to such change in issued Shares; and (ii) the Exercise Price
for the unexercised portion of the Option shall be adjusted so that the
aggregate consideration payable to the Company upon the purchase of all Shares
not theretofore purchased shall not be changed.


 


If the outstanding Shares shall be combined, or be changed into another
kind of stock of the Company or into securities of another corporation, whether
through recapitalization, sale, merger, consolidation, spin-off, etc., the
Company shall cause adequate provision to be made whereby the person or persons
entitled to exercise this Option shall thereafter be entitled to receive, upon
due exercise of any portion of the Option, the securities 


 


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which that person would have been entitled to receive for Shares acquired
through exercise of the same portion of such Option immediately prior to the
effective date of such recapitalization, reorganization, sale, merger,
consolidation, spin-off, etc.  If
appropriate, due adjustment shall be made in the per share or per unit price of
the securities purchased on exercise of this Option following said
recapitalization, reorganization, sale, merger, consolidation, spin-off, etc.


 


13.              Neither this Option,
Shares issued upon its exercise, any excess of market value over Exercise
Price, nor any other rights, benefits, values or interest resulting from the
granting of this Option shall be considered as compensation for purposes of any
pension or retirement plan, insurance plan, investment or stock purchase plan,
or any other employee benefit plan of the Company or any of its Subsidiaries.


 


14.              Except as provided
in Section 12 above, the grant of an Option under the Program does not
create any contractual or other right to receive additional Option grants or
other Program benefits in the future. 
Nothing contained in this Agreement is intended to create or enlarge any
other contractual obligations between the Company and the Employee.  Future Option grants, if any, and their terms
and conditions, will be at the sole discretion of the Committee or its
delegate.  Unless expressly provided by
the Company in writing, any value associated with an Option granted under the
Program is an item of compensation outside the scope of the Employee’s
employment contract, if any, and shall not be deemed part of the Employee’s
normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, dismissal, end-of-service payments, bonuses,
long-service awards, pension or retirement benefits, or similar payments.


 


15.              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.


 


16.              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.              For purposes of this
Agreement, “Personal Data” shall mean certain personal information about the
Employee held by the Company and its Subsidiaries, 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 


 


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awarded, canceled, purchased, vested,
unvested or outstanding in the Employee’s favor for the purpose of managing and
administering the Program or this Option. 
The Option granted hereunder 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 Agreement 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 this Agreement shall nevertheless remain in full force and
effect.


 


                             By accepting the Option,
the Employee voluntarily and unambiguously acknowledges and consents to the
collection, use, processing and transfer of Personal Data as described in this
Section, in electronic or other form. 
The Employee is not obligated 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 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 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
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 may 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 such data.  The Employee may, at any time, withdraw the
consents herein in writing, in any case without cost, by contacting the
Company; however, withdrawing such consent may affect such Employee’s ability
to participate in the Program.


 


18.              The Option is intended to be exempt
from the requirements of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”).  The
Program and this Agreement shall be administered and interpreted in a 


 


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manner consistent with this intent.  If the Company determines that this Agreement
is subject to Code Section 409A and fails to comply with that section’s
requirements, the Company may, at the Company’s sole discretion, and without
the Employee’s consent, amend the Agreement to cause it to comply with Code Section 409A
or be exempt from Code Section 409A.


 


19.              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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