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
1
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 o
