Exhibit 10.8


 


ABBOTT
LABORATORIES

NON-EMPLOYEE DIRECTOR NON-QUALIFIED REPLACEMENT STOCK OPTION AGREEMENT


 


Abbott Laboratories (the “Company”) hereby
grants to «First_Name» «MI» «Last_Name»,
a Non-Employee Director of the Company (the “Director”), a Non-Qualified
Replacement Stock Option (the “Option”) to purchase from time to time all or
any part of a total of «NQSOs» Shares
subject to this Option, at the price of $«Option_Price»
per Share, such price being not less than 100% of the Fair Market
Value of the Shares on the date hereof (the “Exercise Price”), under the terms
and conditions set forth in this Non-Qualified Replacement Stock Option
Agreement (the “Agreement”), and is granted with respect to an Option (the
“Original Option”), the original term of which was set to expire on «Expiration_Date» (the “Expiration Date”).


 


This Option is granted this «Grant_Day»  day of «Grant_Month»,
20    , 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 Option are as follows:


 


1.                    This Option may, but need not, be exercised
in installments, but only within the time periods and subject to the conditions
described below.  This Option may be
exercised only after six months have elapsed from the date of its grant.  In no event shall this Option be exercisable
on or after the date on which the Original Option would have terminated or at
any other time when the Original Option would not have been exercisable.


 


2.                    In the event of death of the holder of the
Option, this Option may be exercised within the term of the Option and only by
the executor or administrator of the estate of the holder of the Option or the
person or persons to whom rights under the Option have passed by will or the
laws of descent and distribution, subject to Section 3 below.


 


3.                    This Option is not transferable otherwise
than (i) by will or the laws of descent and distribution or (ii) by
the Director as a gift to the Director’s spouse, child or grandchild (the
Director’s “Immediate Family”) or to a family trust, a family partnership, a
family limited liability company, or a similar arrangement for the benefit of
members of the Director’s Immediate Family. 
It may not be assigned, transferred (except as aforesaid), pledged or
hypothecated in any way, whether by operation of law or otherwise, and shall
not be subject to execution, attachment or similar process.  Any attempt at assignment, transfer, pledge,
hypothecation, or other disposition of this Option contrary to the provisions
hereof, and the levy of any attachment or similar process upon this Option,
shall be null and void and without effect.


 


4.                    This Option may be exercised only by
delivering to the Secretary or other designated employee of the Company a
written notice of exercise, specifying the number of Shares with respect to
which the Option is then


 


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being exercised, and accompanied by payment of the full Exercise Price
of the Shares being purchased in cash, or by the surrender of other Shares of
the Company having a then fair market value equal to the full Exercise Price,
or, by the delivery of a properly executed exercise notice together with a copy
of irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the full Exercise Price, or a
combination thereof, plus payment in cash or, by withholding or delivery of
Shares, of the full amount of any taxes which are to be withheld and paid with
respect to such exercise, and in the event the Option is being exercised by a
person or persons other than the Director, such appropriate tax clearances,
proof of the right of such person or persons to exercise the Option, and other
pertinent data as the Company may deem necessary.


 


5.                    The Company shall not be required to issue or
deliver any Shares purchased upon any exercise pending compliance with all
applicable federal and state securities and other laws (including any
registration requirements) and compliance with the rules and practices of
any stock exchange upon which the Company’s Shares are listed.


 


6.                    The Director may satisfy any federal,
state, local or foreign taxes arising from any transaction related to the exercise of the Option
by (i) tendering a cash payment, (ii) having the Company withhold
Shares from the Option exercised to satisfy the minimum applicable withholding
tax, (iii) tendering Shares received in connection with the Option back to
the Company, or (iv) delivering other previously acquired Shares having a
Fair Market Value approximately equal to the amount to be withheld.  The Company shall have the right and is
hereby authorized to withhold from the Shares transferable to the Director upon
any exercise of the Option or from any other compensation or other amount owing
to the Director 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 Director is deemed to have been issued the full number of
Shares subject to the Option, notwithstanding that a number of the Shares are
held back solely for the purpose of satisfying any such taxes, requirements and
withholding obligations.


 


7.                    The Option is intended to be exempt
from the requirements of Code Section 409A.  The Program and this Agreement shall be
administered and interpreted in a manner consistent with this intent.  If the Company determines that this Agreement is subject to Code Section 409A
and fails to comply with that section’s requirements, the Company may, at the Company’s
sole discretion, and without the Director’s consent, amend the Agreement to
cause it to comply with Code Section 409A or be exempt from Code Section 409A.


 


8.                    In the event there is a change in the number
of issued Shares without new consideration to the Company (such as by stock
dividends or stock split-ups), then (i) the number of Shares at the time
unexercised under this Option shall be changed in proportion to such change in
issued Shares; and (ii) the Exercise Price for the unexercised portion of
the Option shall be


 


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adjusted so that the aggregate consideration payable to the Company
upon the purchase of all Shares not theretofore purchased shall not be changed.


 


If the outstanding Shares shall be combined, or be changed into another
kind of stock of the Company or into securities of another corporation, whether
through recapitalization, reorganization, sale, merger, consolidation, etc.,
the Company shall cause adequate provision to be made whereby the person or
persons entitled to exercise this Option shall thereafter be entitled to
receive, upon due exercise of any portion of the Option, the securities which
that person would have been entitled to receive for Shares acquired through
exercise of the same portion of such Option immediately prior to the effective
date of such recapitalization, reorganization, sale, merger, consolidation,
spin-off, etc.  If appropriate, due
adjustment shall be made in the per share or per unit price of the securities
purchased on exercise of this Option following said recapitalization,
reorganization, sale, merger, consolidation, spin-off, etc.


 


9.                    In
the event the purchase price of the Shares covered by this Option or any taxes
due on its exercise are paid by the surrender of other Shares or, for payment
of withholding taxes, by withholding of Shares, the Director will be granted an
Option (the “Replacement Option”) to purchase a number of Shares
equal to the number of Shares
surrendered and/or withheld, provided the then fair market value of the Shares
covered by this Option is at least twenty-five percent (25%) higher than such
purchase price.  The purchase price under
the Replacement Option will be the fair market value of the Shares covered by
the Replacement Option as of the grant date of the Replacement Option.  The Replacement Option will be a
non-qualified stock option, first exercisable six (6) months from the
Replacement Option grant date, with a term equal to the remainder of the term
of the Original Option.  An additional
Replacement Option will not be granted upon the exercise of a previously issued
Replacement Option if that previously granted Replacement Option is exercised
in the same calendar year that it was granted.


 


10.     For purposes of
this Agreement, “Personal Data” shall mean certain personal information about
the Director held by the Company and its Subsidiaries, including, but not
limited to, the Director’s name, home address and telephone number, date of
birth, Social Security Number or other Director Identification Number, salary,
nationality, job title, the number of Shares (if any) owned by the Director,
whether the Director 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 Director’s favor for the
purpose of managing and administering the Program or this Option.  The Option granted hereunder shall be
interpreted to effect the original intent of the Company as closely as possible
to the fullest extent permitted by applicable law (including, without
limitation, any laws governing data privacy). 
If any condition or provision of this Agreement is invalid, illegal, or
incapable of being enforced under any applicable law or regulation governing
data privacy, including the privacy laws and regulations of the


 


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European Economic
Area, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect.


 


By accepting the
Option, the Director voluntarily and unambiguously acknowledges and consents to
the collection, use, processing and transfer of Personal Data as described in
this Section, in electronic or other form. 
The Director is not obligated to consent to such collection, use,
processing and transfer of Personal Data. 
However, failure to provide the consent may affect the Director’s
ability to participate in the Program. 
The Director 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 Director’s participation
in the Program, and the Company and/or any of its Subsidiaries may each further
transfer Personal Data to any third parties assisting the Company in the
implementation, administration and management of the Program, including UBS or
such other stock plan service provider as may be selected by the Company in the
future.  These recipients may be located
in the European Economic Area, or elsewhere throughout the world, such as the
United States and the recipients’ country (e.g., the United States) may have
different privacy laws and protections than the Director’s country.  The Director understands that the Director
may request a list with the names and addresses of any potential recipients of
Personal Data by contacting the Secretary of the Company. The Director 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 Director’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 Director’s behalf to a broker or other third party with whom the Director
may elect to deposit any Shares acquired pursuant to the Program.  The Director understands that Personal Data
may be held only as long as is necessary to implement, administer and manage
the Director’s participation in the Program. 
The Director may, at any time, review Personal Data, request additional
information about the storage and processing of Personal Data, and require any
necessary amendments to such data.  The
Director may, at any time, withdraw the consents herein in writing, in any case
without cost, by contacting the Company; however, withdrawing such consent may
affect such Director’s ability to participate in the Program.


 


11.     This
Agreement shall be binding upon and operate for the benefit of the Company and
its successors and assigns, and the Director and the Director’s Representative.


 


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


 


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


 


13.     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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