Exhibit 10.34


 


AGREEMENT REGARDING


CHANGE IN CONTROL


 


THIS AGREEMENT (“Agreement”), is made and
entered into as of [               ],
2008 (the “Effective Date”) by and between Abbott Laboratories (the “Company”)
and
                            
(the “Executive;


 


WITNESSETH THAT:


 


WHEREAS, the Company considers it essential
to the best interests of its shareholders to foster the continuous employment
of key management personnel, and the Board of Directors of the Company (the “Board”)
recognizes that, as is the case with many publicly held corporations, a change
in control might occur and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Company and its
shareholders; and


 


WHEREAS, the Board has determined that
appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company’s management, including the
Executive, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a change
in control of the Company;


 


NOW, THEREFORE, to induce the Executive to
remain in the employ of the Company and in consideration of the premises and
mutual covenants set forth herein, IT IS HEREBY AGREED by and between the
parties as follows:


 


1.                    AGREEMENT
TERM. The initial “Agreement Term” shall begin on the Effective Date and shall
continue through December 31, 2009. As of December 31, 2009, and as
of each December 31 thereafter, the Agreement Term shall extend
automatically to the third anniversary thereof unless the Company gives notice
to the Executive prior to the date of such extension that the Agreement Term
will not be extended. Notwithstanding the foregoing, if a Change in Control (as
defined in Section 7 below) occurs during the Agreement Term, the
Agreement Term shall continue through and terminate on the second anniversary
of the date on which the Change in Control occurs.


 


2.                    ENTITLEMENT TO
CHANGE IN CONTROL BENEFITS. The Executive shall be entitled to the Change in
Control Benefits described in Section 3 hereof if the Executive’s
employment by the Company is terminated during the Agreement Term but after a
Change in Control (i) by the Company for any reason other than Permanent
Disability or Cause, or (ii) by the Executive for Good Reason [or (iii) by
the Executive for any reason during the 30-day period commencing on the first
date which is six months after the date of the Change in Control].  For purposes of this Agreement:


 


(a)                                  A termination of the Executive’s
employment shall be treated as a termination by reason of “Permanent Disability”
only if, 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 


 


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continuous period of
not less than twelve months, the Executive is unable to engage in any
substantial gainful activity or is receiving income replacement benefits under
an accident and health plan provided by the Company for a period of not less
than three months.


 


(b)                                 The term “Cause” shall mean the
willful engaging by the Executive in illegal conduct or gross misconduct which
is demonstrably and materially injurious to the Company. For purposes of this
Agreement, no act, or failure to act, on the Executive’s part shall be deemed “willful”
unless done, or omitted to be done, by the Executive not in good faith and
without reasonable belief that the Executive’s action or omission was in the
best interest of the Company. Notwithstanding the foregoing, the Executive
shall not be deemed to have been terminated for Cause unless and until the
Company delivers to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of
the Board at a meeting of the Board called and held for such purpose (after
reasonable notice to the Executive and an opportunity for the Executive,
together with counsel, to be heard before the Board) finding that, in the good
faith opinion of the Board, the Executive was guilty of conduct set forth above
and specifying the particulars thereof in detail.


 


(c)                                  The term “Good Reason” shall mean
the occurrence of any of the following circumstances without the Executive’s
express written consent:


 


(i)            a significant adverse change in the nature, scope or
status of the Executive’s position, authorities or duties from those in effect
immediately prior to the Change in Control, including, without limitation, if
the Executive was, immediately prior to the Change in Control, an executive officer of a public company,
the Executive ceasing to be an executive
officer of a public company;


 


(ii)           the failure by the Company to pay the Executive any
portion of the Executive’s current compensation, or to pay the Executive any
portion of any installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date
such compensation is due;


 


(iii)          a reduction in the Executive’s annual base salary (or
a material change in the frequency of payment) as in effect immediately prior
to the Change in Control as the same may be increased from time to time;


 


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(iv)          the failure by the Company to award the Executive an
annual bonus in any year which is at least equal to the annual bonus, awarded
to the Executive under the annual bonus plan of the Company for the year
immediately preceding the year of the Change in Control;


 


(v)           the failure by the Company to award the Executive
equity-based incentive compensation (such as stock options, shares of
restricted stock, or other equity-based compensation) on a periodic basis
consistent with the Company’s practices with respect to timing, value and terms
prior to the Change in Control;


 


(vi)          the failure by the Company to continue to provide the
Executive with the welfare benefits, fringe benefits and perquisites enjoyed by
the Executive immediately prior to the Change in Control under any of the
Company’s plans or policies, including, but not limited to, those plans and
policies providing pension, life insurance, medical, health and accident,
disability, vacation, executive automobile, executive tax or financial advice
benefits or club dues;


 


(vii)         the relocation of the Company’s principal executive
offices to a location more than thirty-five miles from the location of such
offices immediately prior to the Change in Control or the Company requiring the
Executive to be based anywhere other than the location where the Executive
primarily performs services for the Company immediately prior to the Change in
Control except for required travel to the Company’s business to an extent
substantially consistent with the Executive’s business travel obligations
immediately prior to the Change in Control; or


 


(viii)        the failure of the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to perform this
Agreement as contemplated by Section 16.


 


For purposes of any determination regarding
the existence of Good Reason, any good faith determination by the Executive
that Good Reason exists shall be conclusive.


 


3.                    CHANGE IN
CONTROL BENEFITS.  In the event of a
termination of employment entitling the Executive to benefits in accordance
with Section 2, the Executive shall receive the following:


 


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(a)                                  The Executive shall be entitled to
receive the following employee welfare benefits: medical, accident, dental,
prescription, and life insurance coverage for the Executive (and, where
applicable under the Company’s welfare benefit plans, the Executive’s family)
through the second anniversary of the Executive’s date of termination of employment,
or, if earlier, the date on which the Executive becomes employed by another
employer. The benefits provided by the Company shall be no less favorable in
terms of coverage and cost to the Executive than those provided under the
Company’s welfare benefit plans applicable to the Executive (and, where
applicable, the Executive’s family) prior to the Change in Control, determined
as if the Executive remained in the employ of the Company through such second
anniversary. For purposes of determining eligibility of the Executive for
retiree welfare benefits, the Executive shall be considered to have remained in
the employ of the Company through such second anniversary.


 


(b)                                 If the Executive’s date of
termination occurs after the end of a performance period applicable to an
annual incentive (bonus) award, and prior to the payment of the award for the
period, the Executive shall be entitled to a lump sum payment in cash no later
than twenty (20) business days after the date of termination equal to the
greatest of (i) the Executive’s annual incentive (bonus) award for that
period, as determined under the terms of that incentive award arrangement, (ii) the
Executive’s annual incentive (bonus) award for that period, with the
determination of the amount of such award based on an assumption that the
target level of performance had been achieved or (iii) the Executive’s
average annual incentive (bonus) award for the three annual performance periods
preceding that period (provided that if the Executive was not a participant in
the incentive award arrangement for any of those three prior years, the
averaging period shall be reduced from three years to the number of years
during the three year period in which the Executive was a participant; and
further provided that if the Executive’s award for any such year was reduced
because the Executive was not a participant for the full year, such amount
shall be annualized for purposes of the computation in this clause (iii)).


 


(c)                                  For any annual incentive (bonus)
plan or arrangement in which the Executive participates for the performance
period in which the Executive’s termination of employment occurs, the Executive
shall be entitled to a lump sum payment in cash no later than twenty (20)
business days after the date of termination equal to the greater of (i) the
Executive’s annual incentive (bonus) award for the performance period that
includes the date of termination, with the determination of the amount of such
award based on an assumption that the target level of performance has been
achieved or (ii) the 


 


4

















 


Executive’s average
annual incentive (bonus) award for the three annual performance periods
preceding the performance period that includes the date of termination
(provided that if the Executive was not a participant in the incentive award
arrangement for any of those three prior years, the averaging period shall be
reduced from three years to the number of years during the three year period in
which the Executive was a participant; and further provided that if the
Executive’s award for any such year was reduced because the Executive was not a
participant for the full year, such amount shall be annualized for purposes of
the computation in this clause (ii)); provided that such payment shall be
subject to a pro-rata reduction to reflect the number of days in the
performance period following the date of termination. The amount payable under
this Section 3(c) shall be in lieu of any amounts that may otherwise
be due to the Executive with respect to any annual incentive (bonus) plan or
arrangement in which the Executive participates for the performance period in
which the Executive’s date of termination occurs.


 


(d)                                 The Executive shall be entitled to a
lump sum payment in cash no later than twenty (20) business days after the
Executive’s date of termination equal to the sum of:


 


(i)                                     an amount equal to three times the
Executive’s annual salary rate in effect on the date of the Change in Control
or, or if greater, as in effect immediately prior to the date of termination;
plus


 


(ii)                                  an amount equal to three times the
greater of (x) the Executive’s annual incentive (bonus) award for the
performance period that includes the date of the Executive’s termination of
employment, with the determination of the amount of such award based on an
assumption that the target level of performance has been achieved or (y) the
Executive’s average annual incentive (bonus) award for the three annual
performance periods preceding the performance period that includes the date of
termination (provided that if the Executive was not a participant in the
incentive award arrangement for any of those three prior years, the averaging
period shall be reduced from three years to the number of years during the
three year period in which the Executive was a participant; and further
provided that if the Executive’s award for any such year was reduced because
the Executive was not a participant for the full year, such amount shall be
annualized for purposes of the computation in this subsection (ii)); plus


 


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(iii)          the lump sum present value of the difference between
the Enhanced Supplemental Plan Benefits (as defined below) and the total
benefit to which the Executive is then entitled under the Abbott Laboratories
Supplemental Pension Plan (the “Supplemental Plan”). The Enhanced Supplemental
Plan Benefits shall mean the benefits under the Supplemental Plan determined as
if the Executive had been credited for benefit accrual purposes with two
additional years of service and two additional years of eligible earnings at
the higher of the Executive’s eligible earnings on the date of termination or
the Executive’s eligible earnings on the date of the Change in Control and, for
purposes of determining the Executive’s eligibility for subsidized early
retirement benefits, determined as if the Executive were two years older than
the Executive’s actual age on the date of termination. For purposes of the
determination of the Enhanced Supplemental Plan Benefits, “eligible earnings”
shall include salary, annual incentive (bonus) awards and all other forms of
compensation used to calculate benefits under the Supplemental Plan. The
amounts of the annual incentive (bonus) awards shall be calculated, to the
extent applicable, in accordance with Sections 3(b) and 3(c) above.
The Enhanced Supplemental Plan Benefits shall be determined without regard to
any termination or amendment (including any amendment affecting actuarial
factors) of such plan or of any other plan, which is adopted on or after a
Change in Control or in contemplation of a Change in Control and shall be paid
in accordance with the terms of that plan and the Executive’s elections under
that plan.


 


The amounts payable under Sections 3(d)(i) and
3(d)(ii) shall be inclusive of the amounts, if any, to which the Executive
would otherwise be entitled as severance or notice pay under any severance pay
plan, or by law and shall be in addition to (and not inclusive of) any amount
payable under any written agreement(s) directly between the Executive and
the Company or any of its subsidiaries.


 


(e)                                  If the Executive has previously made
a timely election with respect to bonuses payable under the 1986 Abbott
Laboratories Management Incentive Plan, the 1998 Abbott Laboratories
Performance Incentive Plan, or any successor plans thereto, all or any portion
of the amounts payable under Sections 3(b) and 3(c) (less applicable
tax withholding) shall be paid directly to a grantor trust established by the
Executive to the same extent as and 


 


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pursuant to such
election no later than twenty (20) business days after the Executive’s date of
termination.


 


(f)                                    The Company shall provide the
Executive with outplacement services and tax and financial counseling suitable
to the Executive’s position through the second anniversary of the date of the
Executive’s termination of employment, or, if earlier, the date on which the
Executive becomes employed by another employer.


 


If the Executive is a participant in the 1998
Abbott Laboratories Performance Incentive Plan or any successor thereto, the
Executive’s annual incentive (bonus) award for the performance period which
includes the date of termination under Sections 3(c) and 3(d)(ii) above
and, if applicable, for the period preceding the date of termination under Section 3(b) shall,
be determined under the bonus levels communicated in writing to the Executive
by the Company for such year and shall not be the Executive’s individual base
award allocation as defined in Section 4.2 of the 1998 Abbott Laboratories
Performance Incentive Plan (or any corresponding provision of any successor
plan).


 


4.                    MITIGATION.
The Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise. Except
as set forth in Section 3(a) with respect to benefits, the Company
shall not be entitled to set off against the amounts payable to the Executive
under this Agreement any amounts owed to the Company by the Executive, any
amounts earned by the Executive in other employment after the Executive’s
termination of employment with the Company, or any amounts which might have
been earned by the Executive in other employment had the Executive sought such
other employment.


 


5.                    MAKE-WHOLE
PAYMENTS. If any payment or benefit to which the Executive (or any person on
account of the Executive) is entitled, whether under this Agreement or
otherwise, in connection with a Change in Control or the Executive’s
termination of employment (a “Payment”) constitutes a “parachute payment”
within the meaning of section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”), and as a result thereof the Executive is subject to a tax
under Code Section 4999, or any successor thereto, (an “Excise Tax”), the
Company shall pay to the Executive an additional amount (the “Make-Whole Amount”)
which is intended to make the Executive whole for such Excise Tax. The
Make-Whole Amount shall be equal to (i) the amount of the Excise Tax, plus
(ii) the aggregate amount of any interest, penalties, fines or additions
to any tax which are imposed in connection with the imposition of such Excise
Tax, plus (iii) all income, excise and other applicable taxes imposed on the
Executive under the laws of any Federal, state or local government or taxing
authority by reason of the payments required under clauses (i) and (ii) and
this clause (iii).


 


(a)                                  For purposes of determining the
Make-Whole Amount, the Executive shall be deemed to be taxed at the highest
marginal rate under all applicable local, state, federal and foreign income tax
laws for the year in which the Make-Whole Amount is paid.  The Make-Whole Amount payable with respect to
an Excise Tax shall 


 


7

















 


be paid by the
Company coincident with the Payment with respect to which the Excise Tax
relates.


 


(b)                                 All calculations under this Section 5
shall be made initially by the Company and the Company shall provide prompt
written notice thereof to the Executive to enable the Executive to timely file
all applicable tax returns. Upon request of the Executive, the Company shall
provide the Executive with sufficient tax and compensation data to enable the
Executive or the Executive’s tax advisor to independently make the calculations
described in subsection (a) above and the Company shall reimburse the
Executive for reasonable fees and expenses incurred for any such verification.


 


(c)                                  If the Executive gives written
notice to the Company of any objection to the results of the Company’s
calculations within sixty (60) days of the Executive’s receipt of written
notice thereof, the dispute shall be referred for determination to independent
tax counsel selected by the Company and reasonably acceptable to the Executive
(“Tax Counsel”). The Company shall pay all fees and expenses of such Tax
Counsel. Pending such determination by Tax Counsel, the Company shall pay the
Executive the Make-Whole Amount as determined by it in good faith. The Company
shall pay the Executive any additional amount determined by Tax Counsel to be
due under this Section 5 (together with interest thereon at a rate equal
to 120% of the Federal short-term rate determined under Code Section 1274(d))
promptly after such determination.


 


(d)                                 The determination by Tax Counsel
shall be conclusive and binding upon all parties unless the Internal Revenue
Service, a court of competent jurisdiction, or such other duly empowered
governmental body or agency (a “Tax Authority”) determines that the Executive
owes a greater or lesser amount of Excise Tax with respect to any Payment than
the amount determined by Tax Counsel.


 


(e)                                  If a Taxing Authority makes a claim
against the Executive which, if successful, would require the Company to make a
payment under this Section 5, the Executive agrees to contest the claim
with counsel reasonably satisfactory to the Company, on request of the Company
subject to the following conditions:


 


(i)                                     The Executive shall notify the
Company of any such claim within ten (10) days of becoming aware thereof.
In the event that the Company desires the claim to be contested, it shall
promptly (but in no event more than thirty (30) days after the notice from the
Executive or such shorter time as 


 


8

















 


the Taxing Authority
may specify for responding to such claim) request the Executive to contest the
claim. The Executive shall not make any payment of any tax which is the subject
of the claim before the Executive has given the notice or during the 30-day
period thereafter unless the Executive receives written instructions from the
Company to make such payment, in which case the Executive will act promptly in
accordance with such instructions.


 


(ii)           If the Company so requests, the Executive will contest
the claim by either paying the tax claimed and suing for a refund in the
appropriate court or contesting the claim in the United States Tax Court or
other appropriate court, as directed by the Company; provided, however, that the
Executive shall be entitled to prompt reimbursement from the Company of any
amount paid at the Company’s request by the Executive to contest the claim that
the applicable court ultimately determines to be an Excise Tax. If directed by
the Company in writing the Executive will take all action necessary to
compromise or settle the claim, but in no event will the Executive compromise
or settle the claim or cease to contest the claim without the written consent
of the Company; provided, however, that the Executive may take any such action
if the Executive waives in writing the Executive’s right to a payment under
this Section 5 for any amounts payable in connection with such claim. The
Executive agrees to cooperate in good faith with the Company in contesting the
claim and to comply with any reasonable request from the Company concerning the
contest of the claim, including the pursuit of administrative remedies, the
appropriate forum for any judicial proceedings, and the legal basis for
contesting the claim. Upon request of the Company, the Executive shall take
appropriate appeals of any judgment or decision that would require the Company
to make a payment under this Section 5. Provided that the Executive is in
compliance with the provisions of this section, the Company shall be liable for
and indemnify the Executive against any loss in connection with, and all costs
and expenses, including attorneys’ fees, which may be incurred as a result of,
contesting the claim, and shall provide to the Executive within thirty (30)
days after each written request therefor by the Executive reimbursement for all
such costs and expenses actually incurred by the Executive as a result of
contesting the claim.


 


(f)                                    Should a Tax Authority finally
determine that an additional Excise Tax is owed, then the Company shall pay an
additional 


 


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Make-Whole Amount to
the Executive in a manner consistent with this Section 5 with respect to
any additional Excise Tax and any assessed interest, fines, or penalties. If
any Excise Tax as calculated by the Company or Tax Counsel, as the case may be,
is finally determined by a Tax Authority to exceed the amount required to be
paid under applicable law, then the Executive shall repay such excess to the Company
within thirty (30) days of such determination; provided that such repayment
shall be reduced by the amount of any taxes paid by the Executive on such
excess which is not offset by the tax benefit attributable to the repayment.


 


6.                    TERMINATION
DURING POTENTIAL CHANGE IN CONTROL. If a Potential Change in Control (as
defined in Section 8) occurs during the Agreement Term, and the Company
terminates the Executive’s employment for reasons other than Permanent
Disability or Cause during such Potential Change in Control, the Executive
shall be entitled to receive the benefits that the Executive would have
received under Section 3, such benefits to be calculated based upon the
Executive’s compensation prior to the actual termination of employment but paid
within twenty (20) business days of the date of such termination; provided,
however, that if the Executive is then a “covered employee” as defined under
Code Section 162(m), with respect to (i) any annual incentive (bonus)
award under Section 3(b) and (ii) any annual incentive (bonus)
award under Section 3(c), (a) the Executive shall be entitled to
receive such annual incentive (bonus) awards only based on achievement of the
applicable performance goals, as determined by the terms of the applicable
incentive award arrangement and (b) upon the occurrence of a Change in
Control that (1) qualifies as a “change in control event” (within the
meaning of Treasury Regulation Section 1.409A-3(i)(5)) and (2) results
from the consummation of the Potential Change in Control in connection with
which the Executive was terminated, the Executive shall also be entitled to
receive the excess of (x) the annual incentive (bonus) awards that the
Executive would have received under Sections 3(b) and (c) over (y) the
amount paid to the Executive under clause 6(a) above, which awards shall
be paid to the Executive within twenty (20) business days of the date of the
occurrence of such Change in Control.


 


7.                    CHANGE IN
CONTROL. For purposes of this Agreement, a “Change in Control” shall be deemed
to have occurred on the earliest of the following dates:


 


(a)                                  the date any Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company (not
including in the securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates) representing 20% or more
of the combined voting power of the Company’s then outstanding securities,
excluding any Person who becomes such a Beneficial Owner in connection with a
transaction described in clause (i) of Section 7(c) below; or


 


(b)                                 the date on which the following
individuals cease for any reason to constitute a majority of the number of
directors then serving: individuals who, on the date hereof, constitute the
Board and any new director (other than a director whose initial assumption of 


 


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office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board or nomination for election
by the Company’s shareholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
on the date hereof or whose appointment, election or nomination for election
was previously so approved or recommended; or


 


(c)                                  the date on which there is
consummated a merger or consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation or other entity, other
than (i) a merger or consolidation (A) immediately following which
the individuals who comprise the Board immediately prior thereto constitute at
least a majority of the board of directors of the Company, the entity surviving
such merger or consolidation or, if the Company or the entity surviving such
merger or consolidation is then a subsidiary, the ultimate parent thereof and (B) which
results in the voting securities of the Company outstanding immediately prior
to such merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or any subsidiary of the Company, at least 50% of the combined voting
power of the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired directly
from the Company or its Affiliates) representing 20% or more of the combined
voting power of the Company’s then outstanding securities; or


 


(d)                                 the date on which the shareholders
of the Company approve a plan of complete liquidation or dissolution of the
Company or there is consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets, other than a sale
or disposition by the Company of all or substantially all of the Company’s
assets to an entity, at least 50% of the combined voting power of the voting
securities of which are owned by shareholders of the Company, in combination
with the ownership of any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any subsidiary of the 


 


11

















 


Company, in
substantially the same proportions as their ownership of the Company immediately
prior to such sale.


 


Notwithstanding the foregoing, a “Change in
Control” shall not be deemed to have occurred by virtue of the consummation of
any transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately prior
to such transaction or series of transactions continue to have substantially
the same proportionate ownership in an entity which owns all or substantially
all of the assets of the Company immediately following such transaction or
series of transactions.


 


For purposes of this Agreement: “Affiliate”
shall have the meaning set forth in Rule 12b-2 promulgated under Section 12
of the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule 13d-3
under the Exchange Act; “Exchange Act” shall mean the Securities Exchange Act
of 1934, as amended from time to time; and “Person” shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company or any of its Affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of stock of the
Company.


 


8.                    POTENTIAL
CHANGE IN CONTROL. A “Potential Change in Control” shall exist during any
period in which the circumstances described in Sections (a), (b), (c) or
(d), below, exist (provided, however, that a Potential Change in Control shall
cease to exist not later than the occurrence of a Change in Control):


 


(a)                                  The Company enters into an
agreement, the consummation of which would result in the occurrence of a Change
in Control, provided that a Potential Change in Control described in this Section 8(a) shall
cease to exist upon the expiration or other termination of all such agreements;


 


(b)                                 Any Person (without regard to the
exclusions set forth in subsections (i) through (iv) of such
definition) publicly announces an intention to take or to consider taking
actions the consummation of which would constitute a Change in Control;
provided that a Potential Change in Control described in this Section 8(b) shall
cease to exist upon the withdrawal of such intention, or upon a determination
by the Board that there is no reasonable chance that such actions would be
consummated;


 


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(c)                                  Any Person becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing 10% or
more of either the then outstanding shares of common stock of the Company or
the combined voting power of the Company’s then outstanding securities (not
including in the securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates);


 


(d)                                 The Board adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in Control
exists; provided that a Potential Change in Control described in this Section 8(d) shall
cease to exist upon a determination by the Board that the reasons that gave
rise to the resolution providing for the existence of a Potential Change in
Control have expired or no longer exist.


 


9.                    STOCK AND
OPTION AWARDS. With respect to any award granted to the Executive under the
Company’s 1996 Incentive Stock Program (the “Program”), any Prior Program (as
defined in the Program) or any successor program, the following shall apply:


 


(a)                                  if the award (other than incentive
stock options granted pursuant to Section 422 of the Internal Revenue Code
(each an “Incentive Stock Option”) prior to January 1, 2000) includes a
provision substantially similar to the provision contained in the first
paragraph in Appendix A, then after a Change in Control no forfeiture shall be
effected pursuant to such provision unless the Executive shall have been
terminated for “Cause” within the meaning of Section 2(b) above;


 


(b)                                 if the award (other than an
Incentive Stock Option granted prior to November 7, 2008) includes a
provision substantially similar to the provision contained in the second
paragraph in Appendix A, then after a Change in Control no forfeiture shall be
effected pursuant to such provision unless the Executive shall have been
terminated for “Cause” within the meaning of Section 2(b) above; and


 


(c)                                  if the Executive becomes entitled to
Change in Control Benefits under Section 2 above, then in determining the
Executive’s rights with respect to that award, other than Incentive Stock
Options granted prior to December 8, 2000, the Executive shall be treated
as having incurred a termination of employment due to retirement.


 


10.              WITHHOLDING. All
payments to the Executive under this Agreement will be subject to withholding
of applicable taxes. The Company shall withhold the applicable taxes in an
amount calculated at the minimum statutory rate and shall pay the amount so
withheld to the appropriate tax authority.


 


13

















 


11.              SECTION 409A. To the extent
applicable, it is intended that the Agreement be in accordance with 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 Executive shall not be
deemed to have had a termination of employment unless the Executive 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, payment of
the amounts payable under the Agreement that would otherwise be payable during
the six-month period after the date of termination shall instead be paid on the
first business day after the expiration of such six-month period[, plus
interest thereon, at a rate equal to the applicable “Federal short-term rate”
(as defined in Code Section 1274(d)) for the month in which such date of
termination occurs, from the respective dates on which such amounts would
otherwise have been paid until the actual date of payment].  In addition, for purposes of the Agreement,
each amount to be paid and each installment payment shall be construed as a
separate, identified payment for purposes of Code Section 409A.  With respect to expenses eligible for
reimbursement under the terms of this Agreement, (i) the amount of such
expenses eligible for reimbursement in any taxable year shall not affect the
expenses eligible for reimbursement in another taxable year and (ii) any
reimbursements of such expenses shall be made no later than the end of the
calendar year following the calendar year in which the related expenses were
incurred, except, in each case, to the extent that the right to reimbursement
does not provide for a “deferral of compensation” within the meaning of Code Section 409A.  With respect to any Make-Whole Amounts (as
defined in Section 5) to which the Executive becomes entitled under the
terms of this Agreement, the payment of such Make-Whole Amounts shall be made
by the Company no later than the end of the calendar year following the
calendar year in which the Executive remits the related Excise Tax.


 


12.              NONALIENATION. The
interests of the Executive under this Agreement are not subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Executive or the Executive’s
beneficiary.


 


13.              AMENDMENT. This
Agreement may be amended or canceled only by mutual agreement of the parties in
writing without the consent of any other person. So long as the Executive
lives, no person, other than the parties hereto, shall have any rights under or
interest in this Agreement or the subject matter hereof.


 


14.              APPLICABLE LAW. The
provisions of this Agreement shall be construed in accordance with the laws of
the State of Illinois, without regard to the conflict of law provisions of any
state.


 


15.              SEVERABILITY. The
invalidity or unenforceability of any provision of this Agreement will not
affect the validity or enforceability of any other provision of this Agreement,
and this Agreement will be construed as if such invalid or unenforceable
provision were omitted (but only to the extent that such provision cannot be
appropriately reformed or modified).


 


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16.              WAIVER OF BREACH. No
waiver by any party hereto of a breach of any provision of this Agreement by
any other party, or of compliance with any condition or provision of this
Agreement to be performed by such other party, will operate or be construed as
a waiver of any subsequent breach by such other party of any similar or
dissimilar provisions and conditions at the same or any prior or subsequent
time. The failure of any party hereto to take any action by reason of such
breach will not deprive such party of the right to take action at any time
while such breach continues.


 


17.              SUCCESSORS,
ASSUMPTION OF CONTRACT. This Agreement shall be binding upon and inure to the
benefit of the Company and any successor of the Company. The Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no succession had taken place. This Agreement is personal to the
Executive and may not be assigned by the Executive without the written consent
of the Company. However, to the extent that rights or benefits under this
Agreement otherwise survive the Executive’s death, the Executive’s heirs and
estate shall succeed to such rights and benefits pursuant to the Executive’s
will or the laws of descent and distribution; provided that the Executive shall
have the right at any time and from time to time, by notice delivered to the
Company, to designate or to change the beneficiary or beneficiaries with
respect to such benefits.


 


18.              NOTICES. Notices and
all other communications provided for in this Agreement shall be in writing and
shall be delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid (provided that international mail shall be
sent via overnight or two-day delivery), or sent by facsimile or prepaid
overnight courier to the parties at the addresses set forth below. Such
notices, demands, claims and other communications shall be deemed given:


 


(a)                                  in the case of delivery by overnight
service with guaranteed next day delivery, the next day or the day designated
for delivery;


 


(b)                                 in the case of certified or
registered U.S. mail, five (5) days after deposit in the U.S. mail; or


 


(c)                                  in the case of facsimile, the date
upon which the transmitting party received confirmation of receipt by
facsimile, telephone or otherwise;


 


provided, however, that in no event shall any
such communications be deemed to be given later than the date they are actually
received. Communications that are to be delivered by the U.S. mail or by
overnight service or two-day delivery service are to be delivered to the
addresses set forth below:


 


15

















 


to the Company:


 


Senior Vice
President, Human Resources


Abbott
Laboratories


100 Abbott
Park Road


Abbott Park,
Illinois 60064


 


with a copy (which shall not constitute
notice) to:


 


General
Counsel and Secretary


Abbott
Laboratories


100 Abbott
Park Road


Abbott Park,
Illinois 60064


 


or to the Executive:


 


Name


Address


City, State
Zip


 


Each party, by written notice furnished to
the other party, may modify the applicable delivery address, except that notice
of change of address shall be effective only upon receipt.


 


19.              RESOLUTION OF ALL
DISPUTES. Any controversy or claim arising out of or relating to this Agreement
(or the breach thereof) (a “Dispute”) shall be settled by alternative dispute
resolution procedures in accordance with Appendix B hereto.  During the pendency of any Dispute, the
Company shall continue to pay the Executive the full compensation in effect
when the notice giving rise to the Dispute was given (including, but not
limited to, salary) and continue the Executive (and, where applicable, the
Executive’s family) as a participant in all compensation, benefit and insurance
plans in which the Executive was participating when the notice giving rise to
the Dispute was given, until such Dispute is resolved.


 


20.              LEGAL AND
ENFORCEMENT COSTS. The provisions of this Section 20 shall apply if it
becomes necessary or desirable for the Executive to retain legal counsel or
incur other costs and expenses in connection with enforcing any and all rights
under this Agreement or any other compensation plan maintained by the Company,
including, but not limited to, the Abbott Laboratories Deferred Compensation
Plan, the Abbott Laboratories 1996 Incentive Stock Program, the 1998 Abbott
Laboratories Performance Incentive Plan, the Abbott Laboratories 401(k) Supplemental
Plan, the Abbott Laboratories Supplemental Pension Plan, the 1986 Abbott
Laboratories Management Incentive Plan or, in each case, any trust adopted
pursuant thereto:


 


(a)                                  The Executive shall be entitled to
recover from the Company reasonable attorneys’ fees, costs and expenses
incurred in connection with such enforcement or defense.


 


(b)                                 Payments required under this Section 20
shall be made by the Company to the Executive (or directly to the Executive’s
attorney) as such attorney’s fees, costs, and expenses are incurred, upon the 


 


16

















 


Executive’s prompt
submission to the Company of appropriate documentation evidencing the
incurrence of such attorneys’ fees, costs, and expenses.


 


(c)                                  The Executive shall be entitled to
select legal counsel; provided, however, that such right of selection shall not
affect the requirement that any costs and expenses reimbursable under this Section 20
be reasonable.


 


(d)                                 The Executive’s rights to payments
under this Section 20 shall not be affected by the final outcome of any
dispute with the Company.


 


21.              SURVIVAL OF
AGREEMENT. Except as otherwise expressly provided in this Agreement, the rights
and obligations of the parties to this Agreement shall survive the termination
of the Executive’s employment with the Company.


 


22.              ENTIRE AGREEMENT.
Except as otherwise provided herein, this Agreement constitutes the entire
agreement between the parties concerning the subject matter hereof and
supersedes all prior or contemporaneous agreements, between the parties
relating to the subject matter hereof; provided, however, that nothing in this
Agreement shall be construed to limit any policy or agreement that is otherwise
applicable relating to confidentiality, rights to inventions, copyrightable
material, business and/or technical information, trade secrets, solicitation of
employees, interference with relationships with other businesses, competition,
and other similar policies or agreement for the protection of the business and
operations of the Company and the subsidiaries.


 


23.              COUNTERPARTS. This
Agreement may be executed in two or more counterparts, any one of which shall
be deemed the original without reference to the others.


 


17

















 


IN WITNESS THEREOF, the Executive has
hereunto set his hand, and the Company has caused these presents to be executed
in its name and on its behalf, and its corporate seal to be hereunto affixed on
this          day of                       ,
2008, all as of the Effective Date.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ABBOTT
  LABORATORIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Its

  



 


 


	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Seal)

  	
   

  	
   

  



 


18

















 


APPENDIX A


 


AGREEMENT REGARDING
CHANGE IN CONTROL


FORFEITURE PROVISION
REFERENCED IN SECTION 9


 


Notwithstanding paragraphs (x*), (y*) and
(z*), these options (this restricted stock award, etc.) shall immediately
terminate (be forfeited), if in the sole opinion and discretion of the
Compensation 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.


 


Notwithstanding paragraphs (x*), (y*) and
(z*), these options 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 compensation committee or its delegate, is competitive
with the company or any of its subsidiaries.


 






*                                         Provisions
contained in the agreements pertaining to nonforfeiture for death, disability,
etc.


 


19

















 


APPENDIX B


 


AGREEMENT REGARDING
CHANGE IN CONTROL


ALTERNATIVE DISPUTE
RESOLUTION PROCEDURES


 


The parties to the Agreement Regarding Change
in Control dated as of the 7th day of November, 2008 (the “Agreement”)
recognize that a bona fide dispute as to certain matters may arise from time to
time during the term of the Agreement which relates to either party’s rights
and/or obligations. To have such a dispute resolved by this Alternative Dispute
Resolution (“ADR”) provision, a party first must send written notice of the
dispute to the other party for attempted resolution by good faith negotiations
between the Executive and the Company within twenty-eight (28) days after such
notice is received (all references to “days” in the ADR provision are to
calendar days).


 


If the matter has not been resolved within
twenty-eight (28) days of the notice of dispute, or if the parties fail to meet
within such twenty-eight (28) days, either party may initiate an ADR proceeding
as provided herein. The parties shall have the right to be represented by
counsel in such a proceeding.


 


1.                    To begin an
ADR proceeding, a party shall provide written notice to the other party of the
issues to be resolved by ADR. Within fourteen (14) days after its receipt of
such notice, the other party may, by written notice to the party initiating the
ADR, add additional issues to be resolved within the same ADR.


 


2.                    Within
twenty-one (21) days following receipt of the original ADR notice, the parties
shall select a mutually acceptable neutral to preside in the resolution of any
disputes in this ADR proceeding. If the parties are unable to agree on a
mutually acceptable neutral within such period, either party may request the
President of the CPR Institute for Dispute Resolution (“CPR”), 366 Madison
Avenue, 14th Floor, New York, New York 10017, to select a neutral pursuant to
the following procedures:


 


(a)                                  The CPR shall submit to the parties
a list of not less than five (5) candidates within fourteen (14) days
after receipt of the request, along with a Curriculum Vitae
for each candidate. No candidate shall be an employee, director or shareholder
of either party or any of their subsidiaries or affiliates.


 


(b)                                 Such list shall include a statement
of disclosure by each candidate of any circumstances likely to affect his or
her impartiality.


 


(c)                                  Each party shall number the
candidates in order of preference (with the number one (1) signifying the
greatest preference) and shall deliver the list to the CPR within seven (7) days
following receipt of the list of candidates. If a party believes a conflict of
interest exists regarding any of the candidates, that party shall provide a
written explanation of the conflict to the CPR along with its list showing its
order of preference for the candidates. Any party 


 


20

















 


failing to return a
list of preferences on time shall be deemed to have no order of preference.


 


(d)                                 If the parties collectively have
identified fewer than three (3) candidates deemed to have conflicts, the
CPR immediately shall designate as the neutral the candidate for whom the
parties collectively have indicated the greatest preference. If a tie should
result between two candidates, the CPR may designate either candidate. If the
parties collectively have identified three (3) or more candidates deemed
to have conflicts, the CPR shall review the explanations regarding conflicts
and, in its sole discretion, may either (i) immediately designate as the
neutral the candidate for whom the parties collectively have indicated the
greatest preference, or (ii) issue a new list of not less than five (5) candidates,
in which case the procedures set forth in subsections 2(a)-2(d) shall be
repeated.


 


3.                    No earlier
than twenty-eight (28) days or later than fifty-six (56) days after selection,
the neutral shall hold a hearing to resolve each of the issues identified by the
parties. The ADR proceeding shall take place at a location agreed upon by the
parties. If the parties cannot agree, the neutral shall designate a location
other than the principal place of business of either party or any of the
subsidiaries or affiliates.


 


4.                    At least seven
(7) days prior to the hearing, each party shall submit the following to
the other party and the neutral:


 


(a)                                  a copy of all exhibits on which such
party intends to rely in any oral or written presentation to the neutral;


 


(b)                                 a list of any witnesses such party
intends to call at the hearing, and a short summary of the anticipated
testimony of each witness;


 


(c)                                  a proposed ruling on each issue to
be resolved, together with a request for a specific damage award or other
remedy for each issue. The proposed rulings and remedies shall not contain any
recitation of the facts or any legal arguments and shall not exceed one (1) page per
issue.


 


(d)                                 a brief in support of such party’s
proposed rulings and remedies, provided that the brief shall not exceed twenty
(20) pages. This page limitation shall apply regardless of the number of
issues raised in the ADR proceeding. Except as expressly set forth in
subsections 4(a) - 4(d), no discovery shall be required or permitted by
any means, including deposition, interrogatories, requests for admissions or
production of documents.


 


5.                    The hearing
shall be conducted on two (2) consecutive days and shall be governed by
the following rules:


 


21

















 


(a)                                  Each party shall be entitled to five
(5) hours of hearing time to present its case. The neutral shall determine
whether each party has had the five (5) hours to which it is entitled.


 


(b)                                 Each party shall be entitled, but
not required, to make an opening statement, to present regular or rebuttal
testimony, documents or other evidence, to cross-examine witnesses and to make
a closing argument. Cross-examination of witnesses shall occur immediately
after their direct testimony, and cross-examination time shall be charged against
the party conducting the cross-examination.


 


(c)                                  The party initiating the ADR shall
begin the hearing and, if it chooses to make an opening statement, shall
address not only issues it raised, but also any issues raised by the responding
party. The responding party, if it chooses to make an opening statement, also
shall address all issues raised in the ADR. Thereafter, the presentation of
regular and rebuttal testimony and documents, other evidence and closing
arguments shall proceed in the same sequence.


 


(d)                                 Except when testifying, witnesses
shall be excluded from the hearing until closing arguments.


 


(e)                                  Settlement negotiations, including
any statements made therein, shall not be admissible under any circumstances.
Affidavits prepared for purposes of the ADR hearing also shall not be
admissible. As to all other matters, the neutral shall have sole discretion
regarding the admissibility of any evidence.


 


6.                    Within seven (7) days
following completion of the hearing, each party may submit to the other party
and the neutral a post-hearing brief in support of its proposed rulings and
remedies, provided that such brief shall not contain or discuss any new
evidence and shall not exceed ten (10) pages. This page limitation
shall apply regardless of the number of issues raised in the ADR proceeding.


 


7.                    The neutral
shall rule on each disputed issue within fourteen (14) days following
completion of the hearing. Such ruling shall adopt in its entirety the proposed
ruling and remedy of one of the parties on each disputed issue but may adopt
one party’s proposed rulings and remedies on some issues and the other party’s
proposed rulings and remedies on other issues. The neutral shall not issue any
written opinion or otherwise explain the basis of the ruling.


 


8.                    The neutral
shall be paid a reasonable fee plus expenses by the Company. The Company shall
bear its own fees and expenses. The Executive’s fees and expenses shall be paid
or reimbursed by the Company to the extent provided by the Agreement.


 


9.                    The rulings of
the neutral and the allocation of fees and expenses shall be binding,
non-reviewable, and non-appealable, and may be entered as a final judgment in
any court having jurisdiction.


 


22

















 


10.              Except as provided in
Section 9 or as required by law, the existence of the dispute, any
settlement negotiations, the ADR hearing, any submissions (including exhibits,
testimony, proposed rulings, and briefs), and the rulings shall be deemed
Confidential Information. The neutral shall have the authority to impose
sanctions for unauthorized disclosure of Confidential Information.


 


23