Exhibit 10.8


 


As Amended and Restated


Effective as of January 1, 2008


 


1998 PERFORMANCE INCENTIVE PLAN (PIP) RULES


409A DOCUMENT


 


The following rules shall govern the administration of the 1998
Abbott Laboratories Performance Incentive Plan (PIP) and any comparable
successor plan with respect to all amounts that are not Grandfathered Amounts.  Capitalized terms used but not otherwise
defined in these Rules shall have the meaning provided in the PIP.  These rules shall remain in effect until
amended by the Committee:


 


1.                       Fiscal Year. 
The term “fiscal year”, as used in the PIP, means the fiscal period from
time to time employed by Abbott for the purpose of reporting earnings to
shareholders.


 


2.                       Consolidated Net Income. 
“Consolidated Net Income” shall be the consolidated net income for such
fiscal year as stated in Abbott’s Audited Financial Statements.  Excluded from the calculation of consolidated
net income will be the effect of changes in GAAP and the tax effects thereon,
and extraordinary gains and loses and the tax effects thereon if presented in
the audited Consolidated Statement of Earnings.


 


3.                       Naming of Participants. 
For any fiscal year, all participants in the PIP must be named by the Committee
prior to the completion of the immediately preceding fiscal year.  A PIP participant may not be an active
participant in the MIP in the same fiscal year.


 


4.                       Inclusion in Pensionable Earnings. 
The full amount of any PIP award earned under Rule 5 will be
included in the participant’s pensionable earnings.


 


5.                       Time of Payment. 
Beginning with any award allocation paid after December 31, 1998, a
participant must direct payment or deferral of an allocation made to the participant
under the PIP by one or more of the following methods:


 


(a)                  In cash to the participant, which
payment shall be made no later than the last day of the “applicable 2 1⁄2 month
period”, as such term is defined in Treasury Regulation
§ 1.409A-1(b)(4)(i)(A);


 


(b)                 A portion in cash and deposited to a
grantor trust (the “Grantor Trust”) established by the participant (in a form
which the Committee determines is substantially similar to the trust in Exhibit A)
and the balance paid to the participant approximately equal to the participant’s
aggregate federal, state and local individual income and employment taxes;
provided that all payments or contributions 


 

















 


to the Grantor Trust and
participant contemplated by this Section 5(b) shall be made no later
than the last day of the “applicable 2 1⁄2 month period”, as such term is defined
in Treasury Regulation § 1.409A-1(b)(4)(i)(A); or


 


(c)                 Deferral of payment until the time,
and in the manner determined in Rule 17.


 


Amounts paid under the PIP will
not be considered amounts paid under the MIP for purposes of subsections 3.3
and 3.4 and Section 4 of the MIP. 
The base salaries of PIP participants will not be considered for
determination of the MIP amount in subsection 3.3 of the MIP.


 


6.                       Time of Election.


 


(a)                  A participant must make the election
described in Rule 5 by filing it with the Committee before expiration of
the election period established by the Committee, which period shall end  no
later than December 31 of the fiscal year prior to the year during which
the performance incentive compensation is earned under the PIP.


 


(b)                 Notwithstanding the timing requirements
of Rule 6(a), an individual who newly becomes eligible to participate in
the PIP by being designated as a participant under Section 3.1 of the PIP
(and who was not eligible to participate in any other plan that would be
aggregated with the Plan under Treasury Regulation §1.409A-1(c)) may make the
an initial deferral election described in Rule 5 by filing it with the
Committee or its delegate within the thirty (30) day period immediately
following the date he or she first is designated as participant, provided,
that the compensation deferred pursuant to such election relates solely to
services performed after the date of such election.  For this purpose, an election shall be deemed
to apply to compensation paid for services performed after the election if the election
applies to no more than the amount prescribed by Treasury Regulation
§1.409A-2(a)(7)(i).


 


(c)                  Any election described in Rule 5
shall be irrevocable for the fiscal year to which the election applies.


 


7.                       Accounts. 
The Committee shall establish accounts for participants who have made
elections pursuant to Rule 5(b) or 5(c) as follows.


 


(a)                  The Committee will maintain a “Deferred
Account” in the name of each participant who has elected to defer payment of
all or a portion of his or her PIP award under Rule 5(c).  The Deferred Account shall consist of
allocations deferred according to Rule 5(c) and any adjustments made
in accordance with Rule 8.


 


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(b)                 The Committee will maintain two separate
Accounts, a “Pre-Tax Account” and an “After-Tax Account”, in the name of each
participant who has declined to defer allocations by electing to have a portion
of his or her PIP award deposited in cash to a Grantor Trust according to Rule 5(b).  The Pre-Tax Account shall consist of the
aggregate of all allocations contemplated by Rule 5(b), whether deposited
to the participant’s Grantor Trust or made in cash to the participant, and any
adjustments made in accordance with Rule 9.  The After-Tax Account shall consist of
allocations deposited to the participant’s Grantor Trust in cash according to Rule 5(b) and
any adjustments made in accordance with Rule 10.


 


8.                       Adjustment of Deferred Accounts. 
At the end of each fiscal year, a participant’s Deferred Account will be
adjusted as follows:


 


(a)                  First, reduced by an amount equal to
any distribution made to the participant during the year according to Rule 17
or Rule 18;


 


(b)                 Next, increased by an amount equal
to any allocation for that year that is deferred according to Rule 5(c);
and


 


(c)                  Last, increased by an amount equal
to the interest earned for that year according to Rule 11.


 


9.                       Adjustment of Pre-Tax Accounts. 
At the end of each fiscal year, a participant’s Pre-Tax Account will be
adjusted as follows:


 


(a)                  First, reduced, in any year in which
the participant is entitled to receive a distribution from his or her Grantor
Trust, by an amount equal to the distribution that would have been made to the
participant if the aggregate amounts allocated according to Rule 5(b) had
instead been deferred under Rule 5(c);


 


(b)                 Next, increased by an amount equal
to any allocation for that year that is paid to the participant (including the
amount paid to the participant’s Grantor Trust) according to Rule 5(b);
and


 


(c)                  Last, increased by an amount equal
to the interest earned for that year according to Rule 11.


 


10.                 Adjustment of After-Tax Accounts. 
At the end of each fiscal year, a participant’s After-Tax Account will
be adjusted as follows:


 


(a)                  First, reduced, in any year in which
the participant is in receipt of a distribution from his or her Grantor Trust,
by an amount calculated as provided in Rule 28 which represents the
distribution for such year;


 


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(b)                 Next, increased by an amount equal
to the allocation for that year that is deposited in the participant’s Grantor
Trust according to Rule 5(b); and


 


(c)                  Last, increased by an amount equal
to the interest earned for that year according to Rule 11.


 


11.                 Interest Accruals on Accounts.


 


(a)                  As of the end of each fiscal year, a
participant’s Deferred Account or Pre-Tax Account, as applicable, shall be
credited with interest (“Interest”) at the following rate:


 


(i)                                     the average of the “prime rate” of
interest  published by The Wall Street
Journal (Mid-West Edition) or comparable successor quotation service on the
first business day of January and the last business day of each month of
the fiscal year; plus


 


(ii)                                  two hundred twenty-five (225) basis
points.


 


(b)                 As of the end of each fiscal year, a
participant’s After-Tax Account shall be credited with the amount of Interest
set forth above, multiplied by the aggregate of the federal, state and local
individual income tax rates determined in accordance with Rule 26 (the “After-Tax
Interest”).


 


(c)                  The Interest and After-Tax Interest,
as applicable, shall be credited on the conditions established by the
Committee, provided that any award allocation shall be considered to have been
made and credited to a participant’s Account as of the first day of the fiscal
year in which the award is made.


 


12.                 Guaranteed Rate Payments. 
In addition to any allocation made to a participant for any fiscal year
in accordance with Rule 5(b), Abbott shall also make a payment to a
participant’s Grantor Trust (a “Guaranteed Rate Payment”) for each year in
which the Grantor Trust is in effect.  The
Guaranteed Rate Payment shall equal the excess, if any, of the participant’s
Net Interest Accrual (as defined below) over the net earnings of the
participant’s Grantor Trust for the year, and shall be paid within the thirty (30)
days beginning April 1 of the following fiscal year.  A participant’s Net Interest Accrual for a
year is an amount equal to the After-Tax Interest credited to the participant’s
After-Tax Account for that year in accordance with Rule 11(b).


 


13.                 Grantor Trust Assets. 
Each participant’s Grantor Trust assets shall be invested solely in the
instruments specified by investment guidelines established by the
Committee.  Such investment guidelines,
once established, may be changed by the Committee, provided that any change
shall not take effect until the year following the year in which the change is
made and provided further that the instruments 


 


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specified
shall be consistent with the provisions of Section 3(b) of the form
of Grantor Trust attached hereto as Attachment A.


 


14.                 Designation of Beneficiaries. 
Subject to the conditions and limitations set forth below, each
participant, and after a participant’s death, each primary beneficiary designated
by a participant in accordance with the provisions of this Rule 14, shall
have the right from time to time to designate a primary beneficiary or
beneficiaries and, successive or contingent beneficiary or beneficiaries to
receive unpaid amounts from the participant’s Deferred Account under the
PIP.  Beneficiaries may be a natural
person or persons or a fiduciary, such as a trustee of a trust or the legal
representative of an estate.  Any such
designation shall take effect upon the death of the participant or such
beneficiary, as the case may be, or in the case of any fiduciary beneficiary,
upon the termination of all of its duties (other than the duty to dispose of
the right to receive amounts remaining to be paid under the PIP).  The conditions and limitations relating to
the designation of beneficiaries are as follows:


 


(a)                  A nonfiduciary beneficiary shall
have the right to designate a further beneficiary or beneficiaries only if the
original participant or the next preceding primary beneficiary, as the case may
be, shall have expressly so provided in writing; and


 


(b)                 A fiduciary beneficiary shall
designate as a further beneficiary or beneficiaries only those persons or other
fiduciaries that are entitled to receive the amounts payable from the
participant’s account under the trust or estate of which it is a fiduciary.


 


Any beneficiary designation or grant of any power to any beneficiary
under this Rule 14 may be exercised only by an instrument in writing,
executed by the person making the designation or granting such power and filed
with the Secretary of Abbott during the person’s lifetime or prior to the
termination of a fiduciary’s duties.  If
a deceased participant or a deceased nonfiduciary beneficiary who had the right
to designate a beneficiary as provided above dies without having designated a
further beneficiary, or if no beneficiary designated as provided above is
living or qualified and acting, the Committee, in its discretion, may direct
distribution of the amount remaining from time to time to either: (i)  any
one or more or all of the next of kin (including the surviving spouse) of the
participant or the deceased beneficiary, as the case may be, and in such
proportions as the Committee determines; or (ii)  the legal representative
of the estate of the deceased participant or deceased beneficiary as the case
may be.


 


15.                 Non-assignability and Facility of
Payment.  Amounts payable to participants and their
beneficiaries under the PIP are not in any way subject to their debts and other
obligations, and may not be voluntarily or involuntarily sold, transferred or assigned;
provided that the provisions of these Rules shall not be construed as
restricting 


 


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in any way a
designation right granted to a beneficiary under Rule 14.  When a participant or the beneficiary of a
participant is under legal disability, or in the Committee’s opinion is in any
way incapacitated so as to be unable to manage his or her financial affairs,
the Committee may direct that payments shall be made to the participant’s or
beneficiary’s legal representative, or to a relative or friend of the
participant or beneficiary for the benefit of the participant or beneficiary,
or the Committee may direct the payment or distribution for the benefit of the
participant or beneficiary in any manner that the Committee determines.


 


16.                 Payer of Amounts Allocated to
Participants.  Any amount allocated to a participant in the
PIP and any interest credited thereto will be paid by the employer (or such
employer’s successor) by whom the participant was employed during the fiscal
year for which any amount was allocated, and for that purpose, if a participant
shall have been employed by two or more employers during any fiscal year the
amount allocated under the PIP for that year shall be an obligation of each of
the respective employers in proportion to the respective amounts of base salary
paid by each of them in that fiscal year.


 


17.                 Manner of Payment of Deferred
Accounts.  Subject to Rule 18, a participant shall
elect to receive payment of his Deferred Account in substantially equal annual
installments over a minimum period of ten years, or a longer period, at the
time of his deferral election under Rule 5.  Payment of a participant’s Deferred Account
shall commence on the first business day of January of the year following
the year in which the participant incurs a termination of employment.


 


18.                 Payment Upon Termination Following
Change in Control.  Notwithstanding any other provision of the
PIP or the provisions of any award made under the PIP, if a participant incurs
a termination of employment with Abbott and its subsidiaries for any reason within
two (2) years following the date of a Change in Control, provided that the
event constituting a Change in Control is also a “change in control event”, as
such term is defined in Treasury Regulation § 1.409A-3(i)(5): (a) with
respect to a participant whose allocations under the PIP are deferred in
accordance with Section 5(c), the aggregate unpaid balance of the
participant’s Deferred Account shall be paid to such participant in a lump sum
within thirty (30) days following the date of such termination of employment,
and (b) with respect to a participant whose allocations under the PIP are
made pursuant to Section 5(b), (i) the aggregate of the participant’s
unpaid allocation under Section 5(b) (if any) for the fiscal year in
which the termination occurs and (ii) a pro rata portion of the unpaid Guaranteed
Rate Payment under Rule 12 attributable to the portion of the year elapsed
prior to the date of termination, shall be paid to such participant’s Grantor
Trust in a lump sum within thirty (30) days following the date of such
termination of employment.


 


19.                 Change in Control. 
A “Change in Control” shall be deemed to have occurred on the earliest
of the following dates:


 


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


 


(b)                 the date 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 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
Abbott) whose appointment or election by the Board or nomination for election
by Abbott’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 Abbott or any direct or indirect
subsidiary of Abbott 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 Abbott, the entity surviving such merger or
consolidation or, if Abbott 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 Abbott 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 Abbott
or any subsidiary of Abbott, at least 50% of the combined voting power of the securities
of Abbott 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 Abbott (or similar
transaction) in which no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Abbott (not including in the securities Beneficially
Owned by such Person any securities acquired directly from Abbott or its
Affiliates) representing 20% or more of the combined voting power of Abbott’s
then outstanding securities; or


 


(d)                 the date the shareholders of Abbott
approve a plan of complete liquidation or dissolution of Abbott or there is
consummated an agreement for the sale or disposition by Abbott of all or
substantially all of Abbott’s assets, other than a sale


 


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or disposition
by Abbott of all or substantially all of Abbott’s assets to an entity, at least
50% of the combined voting power of the voting securities of which are owned by
shareholders of Abbott, in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit plan of Abbott or
any subsidiary of Abbott, in substantially the same proportions as their
ownership of Abbott 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 Abbott 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 Abbott immediately following such transaction or series of
transactions.


 


For purposes of these Rules: “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) Abbott or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of Abbott 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 Abbott in substantially the same
proportions as their ownership of stock of Abbott.


 


20.                 Potential Change in Control. 
A “Potential Change in Control” shall exist during any period in which
the circumstances described in paragraphs (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)                  Abbott 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 paragraph (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 paragraph (b) shall
cease to exist upon the withdrawal of such intention, or upon a


 


8

















 


determination
by the Board that there is no reasonable chance that such actions would be
consummated.


 


(c)                  Any Person becomes the Beneficial
Owner, directly or indirectly, of securities of Abbott representing 10% or more
of either the then outstanding shares of common stock of Abbott or the combined
voting power of Abbott’s then outstanding securities (not including any
securities beneficially owned by such Person which are or were acquired
directly from Abbott 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 paragraph
(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.


 


21.                 Prohibition Against Amendment. 
The provisions of Rules 18, 19, 20 and this Rule 21 may not be
amended or deleted, nor superseded by any other Rule, (i) during the
pendency of a Potential Change in Control and (ii) during the period beginning
on the date of a Change in Control and ending on the date five (5) years
following such Change in Control.


 


22.                 Reliance Upon Advice. 
The Board and the Committee may rely upon any information or advice
furnished to it by any Officer of Abbott or by Abbott’s independent auditors,
or other consultants, and shall be fully protected in relying upon such information
or advice.  No member of the Board or the
Committee shall be liable for any act or failure to act on their part,
excepting only any acts done or omitted to be done in bad faith, nor shall they
be liable for any act or failure to act of any other member.


 


23.                 Taxes. 
Any employer shall be entitled, if necessary or desirable, to pay, or
withhold the amount of any federal, state or local tax, attributable to any
amounts payable by it under the PIP after giving the person entitled to receive
such amount notice as far in advance as practicable, and may require payment from
the participant in an amount necessary to satisfy such taxes prior to remitting
such taxes.


 


24.                 Rights of Participants. 
Employment rights of participants with Abbott and its subsidiaries shall
not be enlarged or affected by reason of establishment of or inclusion as a participant
in the PIP.  Nothing contained in the PIP
shall require Abbott or any subsidiary to segregate or earmark any assets,
funds or property for the purpose of payment of any amounts which may have been
deferred.  The Deferred, Pre-Tax and
After-Tax Accounts established in accordance with Rule 7 are for the
convenience of the administration of the PIP and no trust relationship with
respect to such Accounts is intended or should be implied.  Participant’s rights shall be limited to payment
to them at the time or times and in such amounts as are contemplated by the PIP
and these Rules.  Any decision made by
the Board or the Committee, which is


 


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within the
sole and uncontrolled discretion of either, shall be conclusive and binding
upon the other and upon all other persons whomsoever.


 


25.                 Tax Adjustment Payment. 
In addition to the allocations provided in accordance with Rule 5,
each participant who has established a Grantor Trust (or, if the participant is
deceased, the beneficiary designated under the participant’s Grantor Trust)
shall be entitled to a Tax Adjustment Payment for each year in which the Grantor
Trust is in effect.  Payment of the Tax
Adjustment Payment shall be made by the employers (in such proportions as
Abbott shall designate) directly from their general corporate assets, no later
than the end of the calendar year in which the participant remits the related
taxes.  The “Tax Adjustment Payment”
shall equal:


 


(a)                  the amount necessary to compensate
the participant (or beneficiary) for the net increase in the participant’s (or
beneficiary’s) federal, state and local income taxes as a result of the
inclusion in his or her taxable income of the income of the participant’s Grantor
Trust and any Guaranteed Rate Payment for that year; plus


 


(b)                an amount necessary to compensate the participant (or
beneficiary) for the net increase in the taxes described in (a) above as a
result of the inclusion in his or her taxable income of any payment made
pursuant to this Rule 25.


 


26.                 Income Tax Assumptions. 
For purposes of these Rules, a participant’s federal income tax rate shall
be deemed to be the highest marginal rate of federal income individual tax in
effect in the calendar year in which a calculation under the Rules is to
be made, and state and local tax rates shall be deemed to be the highest
marginal rates of individual income tax in effect in the state and locality of
the participant’s residence on the date such a calculation is made, net of any
federal tax benefits without a benefit for any net capital losses.


 


27.                 Change of Conditions Relating to
Payments.  No change to the time of payment or the time
of commencement of payment and any period over which payment shall be made
shall be effected except in strict compliance with the subsequent election requirements
of Treasury Regulation § 1.409A-2(b) to the extent subject thereto.


 


28.                 Administrator’s Calculation of
Grantor Trust Distributions. The Administrator shall calculate the amount to be
distributed from a participant’s Grantor Trust in any year in which the
participant is entitled to a benefit distribution by multiplying (i) the
amount of the reduction determined in accordance with Rule 9(a), by (ii) a
fraction, the numerator of which is the balance in the participant’s After-Tax
Account as of the end of the prior fiscal year and the denominator of which is
the balance of the participant’s Pre-Tax Account as of that same date


 


29.                 Section 409A. 
To the extent applicable, it is intended that these Rules comply
with the provisions of Code Section 409A. 
The Rules will be administered and interpreted


 


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in a manner
consistent with this intent, and any provision that would cause the Rules 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 these Rules, a participant shall not be deemed to have had a
termination of employment until the participant 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 Rules 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 rate specified in Rule 11 (to the extent that such interest
is not already provided to the participant under Rule 12), from the
respective dates on which such amounts would otherwise have been paid until the
actual date of payment.  In addition, for
purposes of these Rules, each amount to be paid and each installment payment
shall be construed as a separate identified payment for purposes of Code Section 409A.


 


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