Exhibit 10.51
Abbott
Laboratories
Performance Restricted Stock Unit
Agreement
This Agreement made
«DateAwded» (the “Grant Date”), between
Abbott Laboratories, an Illinois corporation (the
“Company”), and «Name» (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
Plan. Terms used herein shall have the same meaning as in the
Plan, and in the event of any inconsistency between the provisions
herein and the provisions of the Plan, the Plan 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” used herein
“Units”), 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 or 4 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 5
below.
3.
Lapse of Restriction Based on Performance . The
restrictions on one-third of the total number of Units
