Exhibit 10.7
ABBOTT LABORATORIES
RESTRICTED STOCK UNIT AGREEMENT
This Restricted Stock Unit 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 Unit 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:
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 Shares 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 Shares
shall be payable to the Employee after the Restriction (as defined
in Section 2 below) on such Units lapses. Unless
indicated otherwise, the Shares 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 its Subsidiaries; (b) the Employee
shall not be permitted to vote the Shares underlying 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
Program. 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 underlying the Restricted Stock Units
(“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, 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 date the Employee
has forfeited the Restricted Stock Units or (ii) the date 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 6 below.
1
3.
Lapse of Restriction Due to Passage
of Time. During employment, the Restriction on one-third of
the total number of Units 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 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 Shares 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 with the Company and its Subsidiaries due to retirement
(as such term is defined by administrative rule in effect on
the date hereof), the Units shall be settled in the form of Shares
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.
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. Any Units that have not previously been paid out
on a Delivery Date set forth in Section 3 above shall be
settled in the form of Shares on the date of death or disability,
as the case may be.
6.
Forfeiture of Units. In the
event of termination of the Employee’s employment with the
Company and its Subsidiaries, other than under the circumstances
described in Sections 4 or 5 above, (including without limitation
due to the Employee’s voluntary resignation (other than due
to retirement) or involuntary discharge for cause), all Units 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 Restriction set forth in
Section 3 above and to cause any Units 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 10.
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
Restricted Stock Unit 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
2
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
Employ
