Exhibit
10.6


 


TIME
SHARING AGREEMENT


This Time Sharing
Agreement (“Agreement”) is dated as of _______________, 2006 by and between
Abbott Laboratories Inc. (“Company”), and ____________________ (“Executive”).


RECITALS


WHEREAS,
Company owns or rightfully possesses and operates the aircraft set forth in Exhibit A
attached hereto (individually and collectively, as the context requires, the “Aircraft”);
and


WHEREAS,
Company employs a fully qualified flight crew to operate the Aircraft; and


WHEREAS,
Executive is __________________ of Abbott Laboratories, an Illinois Corporation
(“Abbott”) and the parent corporation of Company; and


WHEREAS,
in order to protect the safety and security of Executive and maximize his/her
availability to carry out his/her responsibilities, Abbott’s Board of Directors
has adopted a policy that generally requires Executive to travel on the
Aircraft for all his/her air travel, whether on Abbott business or personal
travel; and




WHEREAS, Executive desires to lease one
or more of the Aircraft from time to time on a time sharing basis as defined in
Sections 91.501(b)(6) and (c)(1) of the Federal Aviation
Regulations (“FARs”) when he/she is required under the Board’s policy to fly on
the Aircraft for personal travel.


NOW,
THEREFORE, in consideration of the foregoing, and the other
promises contained herein, the parties, intending to be legally bound hereby,
agree as follows:


1. Company agrees
to lease the Aircraft to Executive on a non-exclusive basis from time to time
as mutually agreed between the parties pursuant to the provisions of FAR
91.501(b)(6) and (c)(1) and to provide a fully qualified flight crew
for all operations conducted under this Agreement. This Agreement shall remain
in effect until terminated by either party upon ten (10) days prior
written notice to the other.


2. (a) Except
as further limited by subparagraph 2(b) of this Agreement, Executive shall
pay to Company for each flight conducted under this Agreement a lease fee (“Lease
Fee”) equal to the actual expenses of each specific flight as authorized by FAR
Part 91.501(d) except as such amount may be further limited by
subparagraph 2(b) below. Such actual expenses shall include:


(i) Fuel,
oil, lubricants, and other additives;


(ii) Travel
expenses of the crew, including food, lodging and ground transportation;


(iii) Hangar
and tie-down costs away from the Aircraft’s base of operation;


(iv) Insurance
obtained for the specific flight;


(v) Landing
fees, airport taxes and similar assessments;


(vi) Customs,
foreign permits, and similar fees directly related to the flight;









 



(vii) In-flight food and beverages;


(viii) Passenger
ground transportation; and


(ix) Flight
planning and weather contract services.


(b) Notwithstanding
the amount of the actual expenses set forth in subparagraph 2(a) of this
Agreement, in no event shall Executive be obligated to pay Company a Lease Fee
in excess of the greater of (x) or (y) below, where:


(x) equals
the applicable subsection (i) or (ii) below:


(i) For travel between cities served by regularly
scheduled first class commercial airline service, an amount equal to the lowest
published cost of the first class airfare available to the general public,
which will be solicited within one business day of the date the Executive
requests the specific flight, for the dates traveled multiplied by the number
of persons in Executive’s party for the flight; or


(ii) For travel between cities served by
regularly scheduled coach or business class, but not first class commercial
airline service, an amount equal to the lowest published cost of the
unrestricted coach (or, if available, business class) airfare available to the
general public, which will be solicited within one business day of the date the
Executive requests the specific flight, for the dates traveled multiplied by
the number of persons in Executive’s party for the flight; and


(y) equals
the amount of income that would be imputed to Executive for the flight under
the applicable Standard Industry Fare Levels as set forth in 26 C.F.R. §1.61-21(g) assuming
that Executive did not pay the Lease Fee.


For purposes of
the foregoing computation, if a city is not served by regularly scheduled
commercial airline service, the foregoing provisions shall be applied utilizing
a city selected by Company as close as reasonably practicable to the city
without such service. Company’s determination of the Lease Fee shall be
conclusive. Prior to any proposed flight, Company shall provide Executive with
an estimate of the Lease Fee for the particular flight. If Executive proceeds
with the proposed flight, he/she shall be obligated to pay the Lease Fee.
Executive shall also be responsible to pay, together with any Lease Fee,
applicable state and federal taxes (including, without limitation, federal
excise taxes). If Executive declines the proposed flight, neither Executive nor
Company shall have any further obligation with respect to the proposed flight.


3. Company will
pay all expenses related to the operation of the Aircraft when incurred, and
will provide an invoice to Executive for the Lease Fee determined in accordance
with paragraph 2 above after any flight or flights for the account of
Executive. Executive shall pay Company the Lease Fee, together with applicable
taxes.


4. Executive will
provide Company with requests for flight time and proposed flight schedules as
far in advance of any given flight as possible, and in any case, at least two (2) business
days in advance of Executive’s planned departure (unless Company agrees to a
shorter notice in a particular case in its discretion). Requests for flight
time shall be in a form, whether written or oral, mutually 



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convenient to, and
agreed upon by the parties. In addition to the proposed schedules and flight
times, Executive shall provide at least the following information for each proposed
flight prior to scheduled departure as required by the Company or Company’s
flight crew:


(a) proposed
departure point;


(b) destination;


(c) date
and time of flight;


(d) the
number, name, and relationship to the Executive of anticipated passengers;


(e) the
nature and extent of luggage and/or cargo to be carried;


(f) the
date and time of return flight, if any; and


(g) any
other information concerning the proposed flight that may be pertinent or
required by Company or Company’s flight crew.


5. Company shall
have final authority over the scheduling of the Aircraft, provided, however,
that Company will use reasonable efforts to accommodate Executive’s requests
and to avoid conflicts in scheduling. It is understood that Company shall not
be obligated to retain or contract for additional flight crew or maintenance
personnel or equipment in order to accommodate Executive’s schedule requests.


6. Company shall
be solely responsible for securing maintenance, preventive maintenance and
required or otherwise necessary inspections on the Aircraft, and shall take
such requirements into account in scheduling the Aircraft. No period of
maintenance, preventative maintenance or inspection shall be delayed or
postponed for the purpose of scheduling the Aircraft, unless said maintenance
or inspection can be safely conducted at a later time in compliance with all
applicable laws and regulations, and within the sound discretion of the pilot
in command. The pilot in command shall have final and complete authority to
cancel any flight for any reason or condition that in his or her judgment would
compromise the safety of the flight.


7. Company shall
ensure that for each flight conducted under this Agreement, the Aircraft will
be under the command of a qualified flight crew. All flight operations by or on
behalf of Executive under this Agreement shall be conducted under Part 91
of the FAR. The Company shall have and exercise exclusive operational control
of the Aircraft during all phases of all flights under this Agreement,
including, without limitation, all flights during which Executive, and/or
his/her guests, designees, or property are on-board the Aircraft.


8. In accordance
with applicable FARs, the qualified flight crew provided by Company will
exercise all of its duties and responsibilities in regard to the safety of each
flight conducted hereunder. Executive specifically agrees that the flight crew,
in its sole discretion, may terminate any flight, refuse to commence any
flight, or take other action that in the considered judgment of the pilot in
command is necessitated by considerations of safety. No such action of the
pilot in command shall create or support any liability for loss, injury, damage
or delay to Executive or any other person. The parties further agree that
Company shall not be liable for delay or failure to furnish the Aircraft and
crew pursuant to this Agreement for any reason whatsoever.



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9. Company will
maintain or cause to be maintained in full force and effect throughout the term
of this Agreement aircraft liability insurance in respect of the Aircraft. Such
insurance shall (i) name Executive as an additional insured; (ii) contain
a waiver of subrogation against Executive; and (iii) shall provide that if
the insurers cancel such insurance for any reason whatsoever, if the insurance
is not renewed due to non-payment of premium or if there is any material change
in policy terms and conditions, such cancellation, change or lapse shall not be
effective as to Executive unless Executive has been provided with at least thirty
(30) days prior written notice. Company will provide such additional insurance
coverage as Executive shall request or require, provided, however, that the
cost of such additional insurance shall be borne by Executive as set forth in
paragraph 2.


10. Executive
warrants that:


(a) 
He/she will use the Aircraft for and on account of his/her own business or
personal use only, and will not use the Aircraft for the purpose of providing
transportation of passengers or cargo in air commerce for compensation or hire;


(b) He/she
will refrain from incurring any mechanics or other lien in connection with
inspection, preventative maintenance, maintenance or storage of the Aircraft,
whether permissible or impermissible under this Agreement, nor shall there be
any attempt by Executive to convey, mortgage, assign, lease or any way alienate
the Aircraft or create any kind of lien or security interest involving the
Aircraft or do anything or take any action that might mature into such a lien;
and


(c) During
the term of this Agreement, he/she will, and will cause any passengers in
his/her party to, abide by and conform to all such laws, governmental and
airport orders, rules and regulations, as shall from time to time be in
effect relating in any way to the operation and use of the Aircraft by a time
sharing lessee.


11. The Company
assumes and shall bear the entire risk of loss, theft, confiscation, damage to,
or destruction of the Aircraft. The Company shall release, indemnify, defend
and hold harmless the Executive and his/her heirs, executors and personal
representatives from and against any and all losses, liabilities, claims,
judgments, damages, fines, penalties, deficiencies and expenses (including,
without limitation, reasonable attorneys fees and expenses) incurred or
suffered by Executive on account of a claim or action made or instituted by a
third person arising out of or resulting from operations of the Aircraft
hereunder and/or any services provided by the Company to Executive hereunder,
except to the extent attributable to the gross negligence or willful misconduct
of Executive or his/her guests on the Aircraft.


12. For purposes
of this Agreement, the permanent base of operation of the Aircraft shall be
Waukegan, Illinois.


13. Neither this
Agreement nor any party’s interest herein shall be assignable to any other
party whatsoever. This Agreement shall inure to the benefit of and be binding
upon the parties hereto, and their respective heirs, representatives and
successors.


14. This Agreement
constitutes the entire agreement of the parties with respect to the time-share
of the Aircraft as set forth herein. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Illinois.



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15. TRUTH IN LEASING
STATEMENT


THE AIRCRAFT HAVE
BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91.409(f)(3) DURING THE
12 MONTH PERIOD (OR SUCH SHORTER PERIOD AS THE AIRCRAFT HAS BEEN OPERATED BY
COMPANY) PRECEDING THE DATE OF THIS LEASE.


THE AIRCRAFT WILL
BE MAINTAINED AND INSPECTED UNDER FAR PART 91.409(f)(3) FOR
OPERATIONS TO BE CONDUCTED UNDER THIS LEASE.


ABBOTT
LABORATORIES INC., A DELAWARE CORPORATION, IS CONSIDERED RESPONSIBLE FOR
OPERATIONAL CONTROL OF ALL AIRCRAFT IDENTIFIED AND TO BE OPERATED UNDER THIS
LEASE. I, THE UNDERSIGNED, __________________, AS _____________________ OF
ABBOTT LABORATORIES INC. CERTIFY THAT ABBOTT LABORATORIES INC. IS RESPONSIBLE
FOR OPERATIONAL CONTROL OF THE AIRCRAFT FOR OPERATIONS TO BE CONDUCTED UNDER
THIS LEASE AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH
APPLICABLE FEDERAL AVIATION REGULATIONS.


AN EXPLANATION OF
FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION
REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
OFFICE.


THE ADDRESS OF
ABBOTT LABORATORIES INC. IS:


2900 West Aviation
Drive


Waukegan, IL 60087


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first above
written.


	
  ABBOTT LABORATORIES INC.

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  	
  of Abbott Laboratories

  



 



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Exhibit
A — List of Aircraft



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