Exhibit 10.1
ABBOTT
LABORATORIES
PERFORMANCE RESTRICTED STOCK
AGREEMENT
This Performance Restricted Stock
Agreement (the “Agreement”), made on
«DateAwded» (the “Grant Date”),
between Abbott Laboratories, an Illinois corporation (the
“Company”), and «Name» (the
“Employee”), provides for the grant by the Company to
the Employee of a Performance Restricted Stock Award (the
“Award”) under section 10 of 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
Award are as follows:
1. Grant of
Shares. 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» Shares. The Shares shall
be issued from the Company’s available treasury shares.
The Employee shall have all the rights of a shareholder with
respect to the Shares, including the right to vote and to receive
all dividends or other distributions paid or made with respect to
the Shares. However, the Shares (and any securities of the
Company which may be issued with the respect to the Shares by
virtue of any stock split, combination, stock dividend or
recapitalization, which securities shall be deemed to be
“Shares” hereunder) shall be subject to all the
restrictions hereinafter set forth.
2.
Restriction. Until the
restriction imposed by this Section 2 (the
“Restriction”) has lapsed pursuant to Section 3 or
4 below, the Shares 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 Shares will lapse and have no further force on the last
business day of February, 2010, provided that the Company’s
prior year Return on Equity is a minimum of 18 percent; the
restrictions on an additional one-third of the total number of
Shares will lapse and have no further force on the last business
day of February, 2011, provided that the Company’s prior year
Return on Equity is a minimum of 18 percent; the restrictions on
the remaining one-third of the total number of Shares will lapse
and have no further force on the last business day of February,
2012, provided that the Company’s prior year Return on Equity
is a minimum of 18 percent. Notwithstanding the foregoing,
any remaining Shares that have not previously vested in 2010, 2011
or 2012 shall remain outstanding and shall vest on the last
business day of February, 2013 and/or 2014, provided that the
Company’s prior year Return on Equity is a minimum of 18
percent, and provided further that no more than one-third of the
Shares will vest in any one year.
4.
Retirement. The Restriction
shall continue to apply (and may lapse in accordance with the
provisions of Section 3 above) in the event that
the
1
Employee’s employment with the
Company and its Subsidiaries is terminated by the Employee due to
retirement.
5.
Lapse of Restriction Due to Death or
Disability. The Restriction shall lapse and have no further
force or effect upon the date of the Employee’s death or
disability. For purposes of this Agreement, the term
“disability” shall mean the Employee’s disability
as defined in subsection 4.1(a) of the Abbott Laboratories
Extended Disability Plan for twelve consecutive months. Once
the Employee has been disabled as defined in this Section for
twelve consecutive months, the disability shall be deemed to have
occurred on the first day of such twelve-month period.
6.
Forfeiture of Shares. In the
event of termination of the Employee’s employment with the
Company and its Subsidiaries, other than under the circumstances
described in Section 4 or Section 5 above, (including
without limitation due to the Employee’s voluntary
resignation (other than due to retirement) or involuntary discharge
for cause), any Shares with respect to which the Restriction has
not lapsed as of the date of termination shall be forfeited as of
the date of termination, without consideration to the Employee or
the Employee’s executor, administrator, personal
representative or heirs (“Representative”), provided,
however, that in the event that the Employee is involuntarily
discharged by the Company and its Subsidiaries other than for
cause, the Company shall have the authority (but not the
obligation) to act, in its sole discretion, to accelerate the lapse
of the Restriction set forth in Section 3 above in whole or in
part and to cause some or all of the Shares that have not
previously been paid out on a Delivery Date set forth in
Section 3 above to be settled in the form of Shares on the
date of such involuntary discharge. The term discharge
“for cause” shall have the meaning given that term by
Section 9.
7.
Withholding Taxes. The
Employee may satisfy any federal, state, local or foreign taxes
arising from delivery of the Shares pursuant to Section 3, 4,
or 5 above by (i) tendering a cash payment, (ii) having
the Company withhold Shares from the Shares to be delivered to
satisfy the minimum applicable withholding tax,
(iii) tendering Shares received in connection with the Award
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 deliverable to
the Employee pursuant to Section 3, 4, or 5 above or from any
other compensation or other amount owing to the Employee 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
Employee is deemed to have been issued the full number of Shares
underlying the Award, n
