Exhibit 10.3


 


ABBOTT LABORATORIES

NON-QUALIFIED STOCK OPTION AGREEMENT


 


Abbott
Laboratories (the “Company”) hereby grants to «First
Name» «MI» «Last Name», «Employee ID» (the “Employee”), a
Non-Qualified 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”).


 


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.                    Grant of the Option.  The terms and conditions of the Option
granted to the Employee are set forth below.


 


2.                    Vesting.  Subject to Sections 4 and 5, the Option shall
vest and become exercisable as follows:  (i) on
the first anniversary of the Grant Date, one-third of the total number of
shares covered by the Option may be purchased; (ii) on the second
anniversary of the Grant Date two-thirds of the total number of Shares covered
by the Option may be purchased; and (iii) on the third anniversary of the
Grant Date, the Option shall be exercisable in full.  In the event of termination of employment,
the number of Shares which may be purchased pursuant to this Section 2
shall be determined as if the Employee continued to be employed by the Company
during the periods referred to in Section 4 of this Agreement. The right
to purchase shall cumulate so that Shares may be purchased at any time after
becoming eligible for purchase until the termination of the Option.


 


3.                    Exercise of the Option.  The Option may be
exercised in installments, but may be exercised only to the extent, pursuant to
the methods, and within the time periods described below.


 


(a)                       Term of Option.   Subject to the provisions of Sections 4 and 5,
the Employee may exercise all or a portion of the vested Option at any time
prior to the tenth (10th)
anniversary of the Grant Date (the “Expiration Date”); provided that the Option
may be exercised with respect to whole Shares only.  In no event shall the Option be exercisable
on or after the Expiration Date.


 


(b)                      Exercise by Employee Only.  Except as provided below, during the lifetime
of the Employee, the Option granted hereunder may be 


 


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exercised only by the
Employee and only while the Employee is in the employ of the Company or any of
its Subsidiaries.


 


(c)                       Method of Exercise. 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(s) shall furnish the appropriate tax clearances, proof of the
right of such person(s) to exercise the Option, and other pertinent data
as the Company may deem necessary.


 


(d)                      Method of Payment of Taxes; Withholding.  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.


 


4.                    Termination of
Employment.


 


(a)                       Termination Prior to First Anniversary of
Grant Date.  Termination of the Employee’s
employment with the Company and its Subsidiaries before the first anniversary
of the Grant Date will terminate all rights under the Option, unless such
termination is for reason of retirement, disability or death, or for reason
other than retirement, disability or death and the first anniversary of the
Grant 


 


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Date occurs within the
three (3) month period described in Section 4(b) below.


 


(b)                      Termination for Reason Other than Retirement,
Disability or Death.  Subject to Section 5
below, if the Employee’s employment with the Company and its Subsidiaries
terminates for any reason other than retirement, disability or death, the
Option shall be exercisable to the extent permitted by Section 2 within
three (3) months after the Employee’s effective date of termination.
 To the extent the Option is not exercised prior to the Expiration Date,
it shall be deemed canceled and forfeited.


 


(c)                       Termination by Reason of Retirement.  Subject to Section 5 below, if
the Employee terminates employment by reason of retirement, this Option may be
exercised prior to the Expiration Date by the Employee to the extent permitted
under Section 2.  To the extent the
Option is not exercised prior to the Expiration Date, it shall be deemed
canceled and forfeited.


 


(d)                      Termination by Reason of Disability.  Subject to Section 5 below, if the
employment of the Employee with the Company and its Subsidiaries terminates due
to disability, this Option may be exercised prior to the Expiration Date by the
Employee to the extent permitted under Section 2.  To the extent the Option is not exercised
prior to the Expiration Date, it shall be deemed canceled and forfeited.


 


(e)                       Death of the Employee.


 


i.                   Death During Employment. 
In the event of the death of the Employee during employment, this Option
may be exercised to the extent permitted under Section 2 prior to the
Expiration Date; and provided further that this Option may only be exercised by
the executor or administrator of the estate of the Employee or the person or
persons to whom rights under the Option have passed by will or the laws of
descent and distribution.  To the extent
the Option is not exercised prior to the Expiration Date, it shall be deemed
canceled and forfeited.


 


ii.                Death During the Three-Month Period After Termination for Reason other
than Retirement, Disability or Death.  In the event of the death of the Employee
during the three (3) month period after termination for reason other than
retirement, disability or death referred to in Section 4(b) above,
then the Option shall be exercisable to the extent permitted by Section 2
for a three (3) month period after the date of death, but in no event
shall such Option be exercised on or after the Expiration Date.  An Option shall only be exercised by the
executor or administrator of the estate of the Employee or the person or persons
to whom rights under the Option have passed by will or the laws of descent and
distribution.


 


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iii.             Death During the Period After Retirement or Termination Due to
Disability.  In the event of
the death of the Employee after such Employee’s termination due to retirement
or disability as set forth in Sections 4(c) or 4(d) above, then the
Option shall be exercisable to the extent permitted by Section 2 through
the Expiration Date.  An Option may only
be exercised by the executor or administrator of the estate of the Employee or
the person or persons to whom rights under the Option have passed by will or
the laws of descent or distribution.  To
the extent the Option is not exercised prior to the Expiration Date, it shall
be deemed canceled and forfeited.


 


5.                    Effect of
Certain Bad Acts


 


(a)                       Notwithstanding
anything to the contrary contained in this Agreement, the Option shall
immediately terminate, if, in the sole opinion and discretion of the Committee
or its delegate, the Employee (i) engages in a material breach of the
Company’s code of business conduct; (ii) commits an act of fraud,
embezzlement, or theft in connection with the Employee’s duties or in the
course of employment; or (iii) wrongfully discloses secret processes or
confidential information of the Company or its Subsidiaries.


 


(b)                      Notwithstanding
anything to the contrary contained in this Agreement, the 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 retirement which, in the sole opinion and discretion of
the Committee or its delegate, is competitive with the Company or any of its
Subsidiaries.


 


6.                    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.


 


7.                    No Right to
Compensation.


 


(a)                       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;


 


(b)                      The
grant of an Option under the Program does not create any contractual or other
right to receive additional Option grants or 


 


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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.


 


8.                    Transferability.  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.


 


9.                    Data Privacy.


 


(a)                       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 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.


 


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(b)                      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.


 


10.              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 purchased upon any
exercise pending compliance with all applicable federal and state securities
and other laws (including any registration requirements) and compliance with
the rules and practices of any stock exchange upon which the Shares are
listed.


 


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11.              Code Section 409A.  The Option is intended to be exempt
from the requirements of Code Section 409A.  The Program and this Agreement shall be
administered and interpreted in a 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.


 


12.              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.


 


13.              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.


 


14.              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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