Exhibit 10.6
ABBOTT
LABORATORIES
RESTRICTED STOCK
AGREEMENT
This 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 Restricted Stock
Award (the “Award”) 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
Award are as follows:
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1.
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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.
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2.
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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.
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3.
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Lapse of Restriction by Passage of
Time. The Restriction shall lapse and have no further force on the
third anniversary of the Grant Date.
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4.
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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.
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5.
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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 above, including without limitation due to the
Employee’s voluntary resignation (including retirement under
a Company pension plan) or involuntary discharge for cause, any
shares with respect to which the Restriction has not lapsed as of
the date of termination,
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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.
6.
Withholding Taxes. The
Employee may satisfy any federal, state, local or foreign taxes
arising from delivery of the Shares pursuant to Section 3 or 4
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 or 4 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, notwithstanding that a number of the Shares are held back
solely for the purpose of satisfying any such taxes, requirements
and withholding obligations.
7.
No Right to Continued
Employment. Neither the Program nor this Agreement shall
confer upon the Employee the right to continue in the employ or
service of the Company or any Subsidiary, to be entitled to any
remuneration or benefits not set forth in the Program or this
Agreement or other agreement, or to interfere with or limit in any
way the right of the Company or any such Subsidiary to terminate
the Employee’s employment or service or to exercise any of
the other rights of the Company or its Subsidiaries under the
Agreement.
8.
Data Privacy. This grant of
Shares shall be interpreted to effect the original intent of the
Company as closely as possibl
