Exhibit 10.31
TIME SHARING
AGREEMENT
This Time Sharing Agreement (this
“Agreement”) is dated as of
,
2005 by and between Abbott Laboratories, Inc.
(“Company”), and
(“Executive”).
RECITALS
WHEREAS, Company owns or rightfully possesses and
operates one (1) Raytheon Aircraft Company Hawker 800XP aircraft
bearing United States Registration Number N700MG and
manufacturer’s serial number 258540, one (1) Raytheon
Aircraft Company Beechcraft King Air 300 aircraft bearing United
States Registration Number N400AL and manufacturer’s serial
number FL-428 and two (2) Gulfstream Aerospace G-IV aircraft
bearing United States Registration Numbers N800AL and N900AL and
manufacturer’s serial numbers 1340 and 1097, respectively
(individually and collectively, as the context requires, the
“Aircraft”);
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 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 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
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 E
