Exhibit 10.6


 


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 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 by Passage of Time. The Restriction shall lapse and have no
  further force on the third anniversary of the Grant Date.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  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 above, including
  without limitation due to the Employee’s voluntary resignation (including retirement under a Company pension
  plan) or
  involuntary discharge for cause, any shares with respect to which the
  Restriction has not lapsed as of the date of termination,

  



 


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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.


 


6.       Withholding Taxes.  The Employee may satisfy any federal, state,
local or foreign taxes arising from delivery of the Shares pursuant to Section 3
or 4 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 or 4 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.


 


7.       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.


 


8.       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


 


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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 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.


 


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


 


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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 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.


 


12.    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 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.


 


13.    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.


 


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14.     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.


 


15.     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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