Exhibit 10.7


 


ABBOTT LABORATORIES

RESTRICTED STOCK UNIT AGREEMENT


 


This
Restricted Stock Unit 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 Unit 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 Units.  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»
restricted stock units (the “Restricted Stock Units” or “Units” as used
herein), representing the right to receive an equal number of Shares on the
Delivery Date.  The “Delivery Date” of the Shares (as defined in Sections
3, 4 and 5 below) shall be the respective dates on which the Shares shall be
payable to the Employee after the Restriction (as defined in Section 2
below) on such Units lapses.  Unless indicated otherwise, the Shares shall
be delivered in an equal number of Shares (subject to rounding) as of each
Delivery Date, if there is more than one Delivery Date applicable.  The
Shares shall be issued from the Company’s available treasury shares.  Prior
to the Delivery Date(s), (a) the Employee shall not be treated as a
shareholder as to those Shares, and shall only have a contractual right to
receive them, unsecured by any assets of the Company or its Subsidiaries; (b) the
Employee shall not be permitted to vote the Shares underlying the Restricted
Stock Units; and (c) the Employee’s right to receive such Shares will be
subject to the adjustment provisions relating to mergers, reorganizations, and
similar events set forth in the Program.  The Restricted Stock Units shall
be subject to all of the restrictions hereinafter set forth.  The Employee
shall be permitted to receive cash payments equal to the dividends and
distributions paid on Shares underlying the Restricted Stock Units (“Dividend
Equivalents”) (other than dividends or distributions of securities of the
Company which may be issued with respect to its Shares by virtue of any stock
split, combination, stock dividend or recapitalization) to the same extent and
on the same date as if each Unit were a Share, provided, however, that no
Dividend Equivalents shall be payable to or for the benefit of the Employee
with respect to dividends or distributions the record date for which occurs on
or after either (i) the date the Employee has forfeited the Restricted
Stock Units or (ii) the date the restrictions on the Restricted Stock
Units have lapsed.


 


2.                    Restriction.  Until the restriction imposed by this Section 2
(the “Restriction”) has lapsed pursuant to Section 3, 4 or 5 below, the
Units shall not be sold, exchanged, assigned, transferred, pledged or otherwise
disposed of, and shall be subject to forfeiture as set forth in Section 6
below.


 


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3.                    Lapse
of Restriction Due to Passage of Time. 
During employment, the Restriction on one-third of the total number of
Units will lapse and have no further force on the first anniversary of the
Grant Date; the Restriction on an additional one-third of the total number of
Units will lapse and have no further force on the second anniversary of the
Grant Date; and the Restriction on the remaining Units will lapse and have no
further force on the third anniversary of the Grant Date.  Subject to
Sections 4, 5 and 6 below, Units with respect to which the Restriction has lapsed
shall be paid in the form of Shares on the first, second and third
anniversaries of the date of grant (each, a “Delivery Date”).


 


4.                    Lapse
of Restriction Due to Retirement.  Upon
the Employee’s termination of employment with the Company and its Subsidiaries
due to retirement (as such term is defined by administrative rule in
effect on the date hereof), the Units shall be settled in the form of Shares on
the Delivery Dates set forth in Section 3 above occurring after the date
of such retirement as if the Employee had remained employed on such Delivery
Dates.


 


5.                    Lapse
of Restriction Due to Death or Disability. 
The Restriction shall lapse and have no further force or effect upon the
date of the Employee’s death or disability.  Any Units that have not previously
been paid out on a Delivery Date set forth in Section 3 above shall be
settled in the form of Shares on the date of death or disability, as the case
may be.


 


6.                    Forfeiture
of Units.  In the event of termination of
the Employee’s employment with the Company and its Subsidiaries, other than
under the circumstances described in Sections 4 or 5 above, (including without
limitation due to the Employee’s voluntary resignation (other than due to
retirement) or involuntary discharge for cause), all Units with respect to
which the Restriction has not lapsed as of the date of termination, shall be
forfeited as of the date of termination, without consideration to the Employee
or the Employee’s executor, administrator, personal representative or heirs (“Representative”),
provided, however, that in the event that the Employee is involuntarily
discharged by the Company and its Subsidiaries other than for cause, the
Company shall have the authority (but not the obligation) to act, in its sole
discretion, to accelerate the lapse of Restriction set forth in Section 3
above and to cause any Units that have not previously been paid out on a
Delivery Date set forth in Section 3 above to be settled in the form of
Shares on the date of such involuntary discharge.  The term discharge “for
cause” shall have the meaning given that term by Section 10.


 


7.                    Withholding
Taxes.  The Employee may satisfy any
federal, state, local or foreign taxes arising from delivery of the Shares
pursuant to Section 3, 4, or 5 above by (i) tendering a cash payment,
(ii) having the Company withhold Shares from the Shares to be delivered to
satisfy the minimum applicable withholding tax, (iii) tendering Shares
received in connection with the Restricted Stock Unit back to the Company, or (iv) delivering
other previously acquired Shares having a Fair Market Value approximately equal
to the amount to be withheld.  The
Company shall have the right and is hereby authorized to withhold from the
Shares deliverable to the Employee pursuant to Section 3, 4, or 5 above or
from any other compensation or other 


 


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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 Restricted Stock Units, notwithstanding that a number of
the Shares are held back solely for the purpose of satisfying any such taxes,
requirements and withholding obligations.


 


8.                    No Right to
Continued Employment.  Neither the
Program nor this Agreement shall confer upon the Employee the right to continue
in the employ or service of the Company or any Subsidiary, to be entitled to
any 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.


 


9.                    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.


 


10.     Discharge for
Cause.  The term discharge “for cause”
shall mean termination of the Employee’s employment with the Company and its
Subsidiaries for (A) the Employee’s failure to substantially perform the
duties of the Employee’s employment (other than any such failure resulting from
the Employee’s disability); (B) material breach by the Employee of the
terms and conditions of the Employee’s employment; (C) material breach by
the Employee of business ethics; (D) an act of fraud, embezzlement or
theft committed by the Employee in connection with the Employee’s duties or in
the course of the Employee’s employment; or (E) wrongful disclosure by the
Employee of secret processes or confidential information of the Company or its
Subsidiaries.


 


11.     No contract as
of right.  The grant of Units under the
Program does not create any contractual or other right to receive additional
Restricted Stock Unit Grants or other Program benefits in the future.  Nothing contained in this Agreement is
intended to create or enlarge any other contractual obligations between the
Company and the Employee.  Future grants,
if any, and their terms and conditions, will be at the sole discretion of the
Compensation Committee.  Unless expressly
provided by the Company in writing, any value associated with the Units 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, or end
of service payments, bonuses, long-service awards, pension or retirement
benefits, or similar payments


 


12.     Data Privacy.  This grant of Units 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 


 


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governing data privacy, including the privacy laws and regulations of
the European Economic Area, all other conditions and provisions of the Units
shall nevertheless remain in full force and effect.  By accepting this grant, the Employee
voluntarily and unambiguously acknowledges and consents to the collection, use,
processing and transfer of Personal Data (defined below) as described in this
paragraph, in electronic or other form. 
The Employee is not obliged to consent to such collection, use,
processing and transfer of Personal Data. 
However, failure to provide the consent may affect the Employee’s
ability to participate in the Program. 
The Employee understands that the Company and its Subsidiaries hold
certain personal information 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.


 


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13.     Compliance with Applicable Laws and
Regulations.  Notwithstanding any other
provision of the Program or this Agreement to the contrary, the Company shall
not be required to issue or deliver any Shares pursuant to Section 3, 4,
or 5 above pending compliance with all applicable federal and state securities
and other laws (including any registration requirements or tax withholding
requirements) and compliance with the rules and practices of any stock
exchange upon which the Company’s Shares are listed.


 


14.     Payment of
Dividend Equivalents.  For purposes of
compliance with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), the specified date of paying any
Dividend Equivalents to which an Employee is entitled under Section 1 is
the year (<<YR1, YR2, YR3, or
YR4>>) in which the associated dividends or distributions are
paid on common stock. This Section shall not create or expand any rights
to Dividend Equivalents.


 


15.     Section 409A.  To the extent
applicable, it is intended that this Agreement comply with or be exempt
from the provisions of Code Section 409A. 
The Agreement will be administered and interpreted in a manner
consistent with this intent, and any provision that would cause the Agreement
to fail to satisfy Code Section 409A will have no force and effect until
amended to comply therewith (which amendment may be retroactive to the extent
permitted by Code Section 409A). 
Notwithstanding anything contained herein to the contrary, for all
purposes of this Agreement, the Employee shall not be deemed to have had a
termination of service unless the Employee has incurred a separation from
service as defined in Treasury Regulation §1.409A-1(h) and, to the extent
required to avoid accelerated taxation and/or tax penalties under Code Section 409A
and applicable guidance issued thereunder, amounts that would otherwise be
payable pursuant to the Agreement during the six-month period immediately
following the Employee’s termination of service (including retirement)
shall instead be paid on the first business day after the date that is six
months following the Employee’s termination of service (or upon the Employee’s
death, if earlier).  For purposes
of this Agreement, “disability” shall mean, as of a particular date, the
Employee is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months, eligible to receive
income replacement benefits under the terms of the Abbott Laboratories Extended
Disability Plan (“EDP”) or, for an Employee whose employer does not participate
in the EDP, such similar accident and health plan, providing income replacement
benefits, in which the Employee’s employer participates, for a period of at
least six months.


 


16.     Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of the
Agreement shall be severable and enforceable to the extent permitted by
law.  To the extent a court or tribunal
of competent jurisdiction determines that any provision of this Agreement is
invalid or unenforceable, in whole or in part, the Company, in its sole
discretion, shall have the power and authority to revise or strike 


 


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such
provision to the minimum extent necessary to make it valid and enforceable to
the full extent permitted under local law.


 


17.     Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois without giving
effect to the conflict of laws principles thereof.


 


IN WITNESS
WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer as of the grant date above set forth.


 


 




	
   

  	
   

  	
   

  	
  ABBOTT LABORATORIES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By 

  	
  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Miles D. White

  
	
   

  	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
					






 


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