Exhibit 10.52
ABBOTT LABORATORIES
RESTRICTED STOCK UNIT AGREEMENT
This Agreement made
«DateAwded» (the “Grant Date”), between
Abbott Laboratories, an Illinois corporation (the
“Company”), and «FirstMILast» (the
“Employee”), for the grant by the Company to the
Employee of a Restricted Stock Unit Award under the Company’s
1996 Incentive Stock Program (the “Plan”). This
Agreement incorporates and is subject to the provisions of the
Program. Terms used herein shall have the same meaning as in
the Program, and in the event of any inconsistency between the
provisions herein and the provisions of the Program, the Program
shall control.
1.
Grant of Units
. Pursuant to action of the
Compensation Committee of the Board of Directors of the Company,
and in consideration of valuable services heretofore rendered and
to be rendered by the Employee to the Company and of the agreements
hereinafter set forth, the Company has granted to the Employee
«NoShares12345» restricted stock units (the
“Restricted Stock Units” or “Units” as used
herein), representing the right to receive an equal number of
common shares of the Company on the Delivery Date. The
“Delivery Date” of the shares (as defined in Sections
3, 4 and 5 below) shall be the respective dates on which the common
shares of the Company shall be payable to the Employee after the
Restriction (as defined in Section 2 below) on such Units
lapse. Unless indicated otherwise, the shares of stock shall
be delivered in an equal number of shares (subject to rounding) as
of each Delivery Date, if there is more than one Delivery Date
applicable. The shares shall be issued from the
Company’s available treasury shares. Prior to the
Delivery Date(s), (a) the Employee shall not be treated as a
shareholder as to those shares, and shall only have a contractual
right to receive them, unsecured by any assets of the Company or
the subsidiaries; (b) the Employee shall not be permitted to
vote the Restricted Stock Units; and (c) the Employee’s
right to receive such shares will be subject to the adjustment
provisions relating to mergers, reorganizations, and similar events
set forth in the Plan. The Restricted Stock Units shall be
subject to all of the restrictions hereinafter set forth. The
Employee shall be permitted to receive cash payments equal to the
dividends and distributions paid on shares of stock
(“Dividend Equivalents”) (other than dividends or
distributions of securities of the Company which may be issued with
respect to its shares by virtue of any stock split, combination,
stock dividend or recapitalization) to the same extent and on the
same date as if each Unit were a share of stock, provided, however,
that no Dividend Equivalents shall be payable to or for the benefit
of the Employee with respect to dividends or distributions the
record date for which occurs on or after either (i) the Employee
has forfeited the Restricted Stock Units or (ii) the restrictions
on the Restricted Stock Units have lapsed.
2.
Restriction
. Until the restriction
imposed by this Section 2 (the “Restriction”) has
lapsed pursuant to Section 3, 4 or 5 below, the Units shall
not be sold, exchanged, assigned, transferred, pledged or otherwise
disposed of, and shall be subject to forfeiture as set forth in
Section 7 below.
3.
Lapse of Restriction by Passage
of Time . During
employment, the Restriction on one-third of the total number of
Units (rounded up) will lapse and have no further force on the
first anniversary of the Grant Date; the Restriction on an
additional one-third of the total number of Units (rounded up) will
lapse and have no further force on the second anniversary of the
Grant Date; and the Restriction on the remaining Units will lapse
and have no further force on the third anniversary of the Grant
Date. Subject to Sections 4, 5 and 6 below, Units with
respect to which the Restriction has lapsed shall be paid in the
form of common shares of the Company on the first, second and third
anniversaries of the date of grant (each, a “Delivery
Date”).
4.
Lapse of Restriction Due to
Retirement . Upon
the Employee’s termination of employment due to retirement,
the Units shall be settled in the form of common shares of the
Company on the Delivery Dates set forth in Section 3 above
occurring after the date of such retirement as if the Employee had
remained employed on such Delivery Dates.
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