Exhibit 10.1

Abbott Laboratories

Performance Restricted Stock 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 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. 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 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» common shares of the Company (the “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 .  This award will have a five-year term.  The restrictions on one-third of the total number of Shares (rounded up) will lapse and have no further force on the first anniversary of the Grant Date provided that Abbott’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 (rounded up) will lapse and have no further force on the second anniversary of the Grant Date provided that Abbott’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 third anniversary of the Grant Date provided that Abbott’s prior year Return on Equity is a minimum of 18 percent.  Notwithstanding the foregoing, any remaining Shares that have not previously vested on the first, second or third anniversary of the Grant Date shall remain outstanding and shall vest on the fourth or fifth anniversaries, respectively, of the Grant Date, provided that Abbott’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 Employee’s employment with the Company and its subsidiaries is terminated by the Employee due to retirement.

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5.                                        Lapse of Restriction by Death or Disability .  The Restriction shall lapse and have no further force or effect upon the Employee’s death or disability.

6.                                        Forfeiture of Shares .  I n the event of termination of the Employee’s employment with the Company, other than under the circumstances described in Section 4 or Section 5 above, (including due to the Employee’s voluntary resignation (other than due to retirement) or involuntary discharge for cause), all of the Shares with respect to which the Restriction has not lapsed shall be forfeited, and transferred to the Company by the Employee, without consideration to the Employee or his executor, administrator, personal representative or heirs (“Representative”).  In any such event, the Employee or his Representative shall promptly deliver any documents requested by the Company necessary to effectuate such transfer.  Notwithstanding the foregoing, in the event that the Employee is discharged by the Company other than for cause, the Committee shall have the authority (but not the obligation) to act, in its sole discretion, to accelerate the lapse of the Restriction.  The term discharge “for cause” shall have the meaning given that term by Section 10.

7.                                        Withholding Taxes .  The lapse of the Restriction on the Shares pursuant to the terms hereof shall be conditioned on the Employee or the Representative having made appropriate arrangements with the Company to provide for the withholding of any taxes required to be withheld by federal, state or local law with respect to such lapse.

8.                                        Rights Not Enlarged .  Nothing herein confers on the Employee any right to continue in the employ of the Company or of any of its subsidiaries.

9.                                        Succession .  This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and the Employee and his Representative.

10.                                  Discharge for Cause .  The term discharge “for cause” shall mean termination by the Company of the Employee’s employment for (A) the Employee’s failure to substantially perform the duties of his employment (other than any such failure resulting from the Employee’s disability); (B) material breach by the Employee of the terms and conditions of his employment; (C) material breach by the Employee of business ethics; (D) an act of fraud, embezzlement or theft committed by the Employee in connection with his duties or in the course of his employment; or (E) wrongful disclosure by the Employee of secret processes or confidential information of the Company or its subsidiaries.

11.           Section 409A .  If the Company determines that this Agreement is subject to 409A of the Internal Revenue Code and fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, amend the Agreement to cause it to comply with Section 409A or be exempt from Section 409A.

IN WITNESS WHEREOF, the Company has caused this Award to be executed by its duly authorized officer as of the grant date set forth above.

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Exhibit 10.2

Abbott Laboratories

Performance Restricted Stock 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 Performance Restricted Stock Award under Section 11 of 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 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» common shares of the Company (the “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 .  This award will have a five-year term.  The restrictions on one-third of the total number of Shares (rounded up) will lapse and have no further force on the first anniversary of the Grant Date provided that Abbott’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 (rounded up) will lapse and have no further force on the second anniversary of the Grant Date provided that Abbott’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 third anniversary of the Grant Date provided that Abbott’s prior year Return on Equity is a minimum of 18 percent.  Notwithstanding the foregoing, any remaining Shares that have not previously vested on the first, second or third anniversary of the Grant Date shall remain outstanding and shall vest on the fourth or fifth anniversaries, respectively, of the Grant Date, provided that Abbott’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 Employee’s employment with the Company and its subsidiaries is terminated by the Employee due to retirement.

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5.                                        Lapse of Restriction by Death or Disability .  The Restriction shall lapse and have no further force or effect upon the Employee’s death or disability.

6.                                        Forfeiture of Shares .  I n the event of termination of the Employee’s employment with the Company, other than under the circumstances described in Section 4 or Section 5 above, (including due to the Employee’s voluntary resignation (other than due to retirement) or involuntary discharge for cause), all of the Shares with respect to which the Restriction has not lapsed shall be forfeited, and transferred to the Company by the Employee, without consideration to the Employee or his executor, administrator, personal representative or heirs (“Representative”).  In any such event, the Employee or his Representative shall promptly deliver any documents requested by the Company necessary to effectuate such transfer.  Notwithstanding the foregoing, in the event that the Employee is discharged by the Company other than for cause, the Committee shall have the authority (but not the obligation) to act, in its sole discretion, to accelerate the lapse of the Restriction.  The term discharge “for cause” shall have the meaning given that term by Section 10.

7.                                        Withholding Taxes .  The lapse of the Restriction on the Shares pursuant to the terms hereof shall be conditioned on the Employee or the Representative having made appropriate arrangements with the Company to provide for the withholding of any taxes required to be withheld by federal, state or local law with respect to such lapse.

8.                                        Rights Not Enlarged .  Nothing herein confers on the Employee any right to continue in the employ of the Company or of any of its subsidiaries.

9.                                        Succession .  This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and the Employee and his Representative.

10.                                  Discharge for Cause .  The term discharge “for cause” shall mean termination by the Company of the Employee’s employment for (A) the Employee’s failure to substantially perform the duties of his employment (other than any such failure resulting from the Employee’s disability); (B) material breach by the Employee of the terms and conditions of his employment; (C) material breach by the Employee of business ethics; (D) an act of fraud, embezzlement or theft committed by the Employee in connection with his duties or in the course of his employment; or (E) wrongful disclosure by the Employee of secret processes or confidential information of the Company or its subsidiaries.

11.                                  Construction .  This Performance Restricted Stock Award is intended to qualify as qualified performance-based compensation under section 162(m) of the Internal Revenue Code of 1986, as amended, to the extent applicable.  This Agreement shall be construed accordingly.

12.                                  Section 409A .  If the Company determines that this Agreement is subject to 409A of the Internal Revenue Code and fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, amend the Agreement to cause it to comply with Section 409A or be exempt from Section 409A.

IN WITNESS WHEREOF, the Company has caused this Award to be executed by its duly authorized officer as of the grant date above set forth.

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Exhibit 10.3

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 .  This award will have a five-year term.  The restrictions 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 provided that Abbott’s prior year Return on Equity is a minimum of 18 percent; the restrictions on an additional one-third of the total number of Units (rounded up) will lapse and have no further force on the second

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anniversary of the Grant Date provided that Abbott’s prior year Return on Equity is a minimum of 18 percent; the restrictions on the remaining one-third of the total number of Units will lapse and have no further force on the third anniversary of the Grant Date provided that Abbott’s prior year Return on Equity is a minimum of 18 percent.  Notwithstanding the foregoing, any remaining Units that have not previously vested on the first, second or third anniversary of the Grant Date shall remain outstanding and shall vest on the fourth or fifth anniversaries, respectively, of the Grant Date, provided that Abbott’s prior year Return on Equity is a minimum of 18 percent, and provided further that no more than one-third of the Units 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 Employee’s employment with the Company and its subsidiaries is terminated by the Employee due to retirement.

5.              Lapse of Restriction by Death or Disability .  The Restriction shall lapse and have no further force or effect upon 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 Company common stock on the date of death or disability, as the case may be.

6.              Forfeiture of Units .  I n the event of termination of the Employee’s employment with the Company, 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), all of the Units with respect to which the Restriction has not lapsed shall be forfeited by the Employee, without consideration to the Employee or his executor, administrator, personal representative or heirs (“Representative”) , provided , however , that in the event that the Employee is involuntarily discharged by the Company or 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 Company common stock 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 lapse of the Restriction on the Shares pursuant to the terms hereof shall be conditioned on the Employee or the Representative having made appropriate arrangements with the Company to provide for the withholding of any taxes required to be withheld by federal, state or local law with respect to such lapse.

8.              Rights Not Enlarged .  Nothing herein confers on the Employee any right to continue in the employ of the Company or of any of its subsidiaries.

9.              Succession .  This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and the Employee and his Representative.

10.            Discharge for Cause .  The term discharge “for cause” shall mean termination by the Company of the Employee’s employment for (A) the Employee’s failure to substantially

11.            Payment of Dividend Equivalents . For purposes of compliance with the requirements of Internal Revenue Code Section 409A, the specified date for paying any Dividend Equivalents to which an employee is entitled under Section 1 is the year (2006, 2007, 2008, 2009, 2010, or 2011) in which the associated dividends or distributions are paid on common stock.  This Section 11 shall not create or expand any rights to Dividend Equivalents.

12.            Section 409A .  If the Company determines that this Agreement is subject to Section 409A and fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, amend the Agreement to cause it to comply with Section 409A or be exempt from Section 409A.

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IN WITNESS WHEREOF, the Company has caused this Award to be executed by its duly authorized officer as of the grant date set forth above.

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Exhibit 10.4

ABBOTT LABORATORIES

1996 INCENTIVE STOCK PROGRAM

NON-QUALIFIED STOCK OPTION

ABBOTT LABORATORIES (THE “COMPANY”) HEREBY GRANTS TO

«FIRST_NAME» «MI» «LAST_NAME»                     (THE “EMPLOYEE”)

«SSN»

A NON-QUALIFIED STOCK OPTION TO PURCHASE FROM TIME TO TIME ALL OR ANY PART OF A TOTAL OF «NQSOs» COMMON SHARES OF THE COMPANY IDENTIFIED ABOVE AS BEING SUBJECT TO THIS NON-QUALIFIED STOCK OPTION, AT THE PRICE OF «PRICE» PER SHARE, (SUCH PRICE BEING NOT LESS THAN 100% OF THE FAIR MARKET VALUE OF THE SHARES ON THE DATE HEREOF) UPON THE TERMS AND CONDITIONS SET FORTH BELOW.

THIS NON-QUALIFIED STOCK OPTION IS GRANTED THIS «Grant_Day» DAY OF «Grant_Month», 2006 UNDER THE COMPANY’S 1996 INCENTIVE STOCK PROGRAM (HEREIN CALLED THE “PROGRAM”) FOR THE PURPOSE OF FURNISHING TO THE EMPLOYEE AN APPROPRIATE INCENTIVE TO IMPROVE OPERATIONS AND INCREASE PROFITS AND ENCOURAGING THE EMPLOYEE TO CONTINUE EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES.   THIS OPTION 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 HEREOF AND THE PROVISIONS OF THE PROGRAM THE PROGRAM SHALL CONTROL.

THE TERMS AND CONDITIONS OF THE OPTION ARE AS FOLLOWS:

1.      THIS OPTION MAY, BUT NEED NOT, BE EXERCISED IN INSTALLMENTS, BUT MAY BE EXERCISED ONLY TO THE EXTENT, AND WITHIN THE TIME PERIODS, DESCRIBED BELOW.  DURING THE LIFETIME OF THE EMPLOYEE THIS OPTION MAY BE EXERCISED ONLY BY THE EMPLOYEE AND (EXCEPT AS PROVIDED BELOW) ONLY WHILE IN THE EMPLOY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.

2.      THIS OPTION MAY BE EXERCISED ONLY ON OR AFTER THE FIRST ANNIVERSARY OF THE GRANT DATE.  TERMINATION OF SUCH EMPLOYMENT BEFORE THE FIRST ANNIVERSARY OF THE GRANT DATE WILL TERMINATE ALL RIGHTS UNDER THE OPTION (UNLESS THE TERMINATION IS FOR REASON OF RETIREMENT, DISABILITY OR DEATH OR FOR REASON OTHER THAN RETIREMENT, DISABILITY OR DEATH AND THE FIRST ANNIVERSARY OR THE GRANT DATE OCCURS WITHIN THE THREE (3) MONTH PERIOD DESCRIBED IN PARAGRAPH 4).

3.      ON THE FIRST ANNIVERSARY OF THE GRANT DATE ONE-THIRD OF THE TOTAL NUMBER OF SHARES (ROUNDED UP) COVERED BY THIS OPTION MAY BE PURCHASED; ON THE SECOND ANNIVERSARY OF THE GRANT DATE TWO-THIRDS (ROUNDED UP) OF THE TOTAL NUMBER OF SHARES COVERED BY THIS OPTION MAY BE PURCHASED AND ON THE THIRD ANNIVERSARY OF THE GRANT DATE THIS OPTION SHALL BE EXERCISABLE IN FULL.  IN THE EVENT OF TERMINATION OF EMPLOYMENT, THE NUMBER OF SHARES WHICH MAY BE PURCHASED PURSUANT TO THIS PARAGRAPH SHALL BE DETERMINED AS IF THE EMPLOYEE CONTINUED TO BE EMPLOYED BY THE COMPANY DURING THE PERIODS REFERRED TO IN PARAGRAPHS 4, 5, 6, 7, 8 AND 9 OF THIS OPTION.  THE RIGHT TO PURCHASE SHALL CUMULATE SO THAT SHARES MAY BE PURCHASED AT ANY TIME AFTER BECOMING ELIGIBLE FOR PURCHASE UNTIL TERMINATION OF THE OPTION.

4.      SUBJECT TO PARAGRAPHS 10 AND 11, IF EMPLOYMENT OF THE EMPLOYEE WITH THE COMPANY AND ITS SUBSIDIARIES TERMINATES FOR ANY REASON OTHER THAN RETIREMENT, DISABILITY OR DEATH, THIS OPTION MAY BE EXERCISED BY THE EMPLOYEE

TO THE EXTENT PERMITTED UNDER PARAGRAPH 3 WITHIN THREE (3) MONTHS AFTER THE EMPLOYEE’S EFFECTIVE DATE OF TERMINATION, BUT NOT BEYOND THE TERM OF THE OPTION. 

5.      SUBJECT TO PARAGRAPHS 10 AND 11, IF THE EMPLOYEE TERMINATES EMPLOYMENT BY REASON OF RETIREMENT, THIS OPTION MAY BE EXERCISED BY THE EMPLOYEE TO THE EXTENT PERMITTED UNDER PARAGRAPH 3 WITHIN THE TERM OF THE OPTION.

6.      SUBJECT TO PARAGRAPHS 10 AND 11, IF THE EMPLOYMENT OF THE EMPLOYEE WITH THE COMPANY AND ITS SUBSIDIARIES TERMINATES DUE TO DISABILITY, THIS OPTION MAY BE EXERCISED BY THE EMPLOYEE TO THE EXTENT PERMITTED UNDER PARAGRAPH 3 WITHIN THE TERM OF THE OPTION.

7.      IN THE EVENT OF DEATH OF THE EMPLOYEE DURING EMPLOYMENT, THIS OPTION MAY BE EXERCISED TO THE EXTENT PERMITTED UNDER PARAGRAPH 3 WITHIN THE TERM OF THE OPTION AND ONLY BY THE EXECUTOR OR ADMINISTRATOR OF THE ESTATE OF THE EMPLOYEE OR THE PERSON OR PERSONS TO WHOM RIGHTS UNDER THE OPTION HAVE PASSED BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.

8.      IN THE EVENT OF DEATH OF THE EMPLOYEE DURING THE THREE (3) MONTH PERIOD REFERRED TO IN PARAGRAPH 4 OF THIS OPTION, THIS OPTION MAY BE EXERCISED TO THE EXTENT PERMITTED UNDER PARAGRAPH 3 WITHIN THREE (3) MONTHS AFTER SUCH DEATH, BUT NOT BEYOND THE TERM OF THE OPTION AND ONLY BY THE EXECUTOR OR ADMINISTRATOR OF THE ESTATE OF THE EMPLOYEE OR THE PERSON OR PERSONS TO WHOM RIGHTS UNDER THE OPTION HAVE PASSED BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.

9.      IN THE EVENT OF DEATH OF THE EMPLOYEE DURING THE PERIODS REFERRED TO IN PARAGRAPHS 5 OR 6 OF THIS OPTION, THE OPTION MAY BE EXERCISED TO THE EXTENT PERMITTED UNDER PARAGRAPH 3 WITHIN THE TERM OF THE OPTION AND ONLY BY THE EXECUTOR OR ADMINISTRATOR OF THE ESTATE OF THE EMPLOYEE OR THE PERSON OR PERSONS TO WHOM RIGHTS UNDER THE OPTION HAVE PASSED BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.

10.    NOTWITHSTANDING PARAGRAPHS 4, 5 AND 6, THIS OPTION SHALL IMMEDIATELY TERMINATE IN THE EVENT THE EMPLOYEE ENGAGES, DIRECTLY OR INDIRECTLY, FOR THE BENEFIT OF THE EMPLOYEE OR OTHERS, IN ANY ACTIVITY, EMPLOYMENT OR BUSINESS DURING EMPLOYMENT OR WITHIN TWELVE (12) MONTHS AFTER THE DATE OF TERMINATION OR RETIREMENT WHICH, IN THE SOLE OPINION AND DISCRETION OF THE COMPENSATION COMMITTEE OR ITS DELEGATE, IS COMPETITIVE WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES. 

11.    NOTWITHSTANDING PARAGRAPHS 4, 5, AND 6, THE OPTION SHALL IMMEDIATELY TERMINATE, IF IN THE SOLE OPINION AND DISCRETION OF THE COMPENSATION COMMITTEE OR ITS DELEGATE, THE EMPLOYEE (A) ENGAGES IN A MATERIAL BREACH OF THE COMPANY’S CODE OF BUSINESS CONDUCT; (B) COMMITS AN ACT OF FRAUD, EMBEZZLEMENT OR THEFT IN CONNECTION WITH THE EMPLOYEE’S DUTIES OR IN THE COURSE OF EMPLOYMENT; OR (C) WRONGFULLY DISCLOSES SECRET PROCESSES OR CONFIDENTIAL INFORMATION OF THE COMPANY OR ITS SUBSIDIARIES. 

12.    THIS OPTION MAY NOT UNDER ANY CIRCUMSTANCES BE EXERCISED ON OR AFTER THE TENTH (10) ANNIVERSARY OF THE GRANT DATE.

13.    NOTHING HEREIN CONFERS UPON THE EMPLOYEE ANY RIGHT TO CONTINUE IN THE EMPLOY OF THE COMPANY OR OF ANY SUBSIDIARY.

14.    THIS OPTION IS NOT TRANSFERABLE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION AND IS EXERCISABLE DURING THE EMPLOYEE’S LIFETIME ONLY BY THE EMPLOYEE.  IT MAY NOT BE ASSIGNED, TRANSFERRED (EXCEPT AS

AFORESAID), PLEDGED OR HYPOTHECATED IN ANY WAY, WHETHER BY OPERATION OF LAW OR OTHERWISE, AND SHALL NOT BE SUBJECT TO EXECUTION, ATTACHMENT, OR SIMILAR PROCESS.  ANY ATTEMPT AT ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION, OR OTHER DISPOSITION OF THIS OPTION CONTRARY TO THE PROVISIONS HEREOF, AND THE LEVY OF ANY ATTACHMENT OR SIMILAR PROCESS UPON THIS OPTION, SHALL BE NULL AND VOID AND WITHOUT EFFECT.

15.    THIS OPTION MAY BE EXERCISED ONLY BY DELIVERING TO THE SECRETARY OR OTHER DESIGNATED EMPLOYEE OR AGENT OF THE COMPANY A WRITTEN, ELECTRONIC, OR TELEPHONIC NOTICE OF EXERCISE, SPECIFYING THE NUMBER OF COMMON SHARES WITH RESPECT TO WHICH THE OPTION IS THEN BEING EXERCISED, AND BY PAYMENT OF THE FULL PURCHASE PRICE OF THE SHARES BEING PURCHASED IN CASH, OR WITH OTHER COMMON SHARES OF THE COMPANY HELD BY THE EMPLOYEE HAVING A THEN FAIR MARKET VALUE EQUAL TO THE PURCHASE PRICE, OR BY THE DELIVERY OF A PROPERLY EXECUTED EXERCISE NOTICE TOGETHER WITH A COPY OF IRREVOCABLE INSTRUCTIONS TO A BROKER TO DELIVER PROMPTLY TO THE COMPANY THE AMOUNT OF SALE OR LOAN PROCEEDS TO PAY THE PURCHASE PRICE, OR A COMBINATION THEREOF, PLUS PAYMENT IN CASH OR, SUBJECT TO APPROVAL OF THE COMPENSATION COMMITTEE,  BY WITHHOLDING OF COMMON SHARES OF THE COMPANY, OF THE FULL AMOUNT OF ANY TAXES WHICH THE COMPANY BELIEVES ARE REQUIRED TO BE WITHHELD AND PAID WITH RESPECT TO SUCH EXERCISE, AND IN THE EVENT THE OPTION IS BEING EXERCISED BY A PERSON OR PERSONS OTHER THAN THE EMPLOYEE, SUCH APPROPRIATE TAX CLEARANCES, PROOF OF THE RIGHT OF SUCH PERSON OR PERSONS TO EXERCISE THE OPTION, AND OTHER PERTINENT DATA AS THE COMPANY MAY DEEM NECESSARY.

16.    THE COMPANY SHALL NOT BE REQUIRED TO ISSUE OR DELIVER ANY SHARES PURCHASED UPON ANY EXERCISE PENDING COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES AND OTHER LAWS (INCLUDING ANY REGISTRATION REQUIREMENTS) AND COMPLIANCE WITH THE RULES AND PRACTICES OF ANY STOCK EXCHANGE UPON WHICH THE COMPANY’S COMMON SHARES ARE LISTED.

17.    IN ADDITION TO TENDERING A CASH PAYMENT, THE EMPLOYEE MAY SATISFY ANY FEDERAL, STATE, AND/OR LOCAL TAXES ARISING FROM ANY TRANSACTION RELATED TO THIS OPTION BY (1) HAVING THE COMPANY WITHHOLD COMMON SHARES FROM THOSE OPTIONS EXERCISED TO SATISFY THE MINIMUM APPLICABLE WITHHOLDING TAX OR (2) DELIVERING OTHER PREVIOUSLY ACQUIRED COMMON SHARES OF THE COMPANY HAVING A FAIR MARKET VALUE APPROXIMATELY EQUAL TO THE AMOUNT TO BE WITHHELD. 

18.    NEITHER THIS OPTION, SHARES ISSUED UPON ITS EXERCISE, ANY EXCESS OF MARKET VALUE OVER OPTION PRICE, NOR ANY OTHER RIGHTS, BENEFITS, VALUES OR INTEREST RESULTING FROM THE GRANTING OF THIS OPTION SHALL BE CONSIDERED AS COMPENSATION FOR PURPOSES OF ANY PENSION OR RETIREMENT PLAN, INSURANCE PLAN, INVESTMENT OR STOCK PURCHASE PLAN, OR ANY OTHER EMPLOYEE BENEFIT PLAN OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.

19.    THE GRANT OF A STOCK OPTION UNDER THE PROGRAM DOES NOT CREATE ANY CONTRACTUAL OR OTHER RIGHT TO RECEIVE ADDITIONAL STOCK OPTION GRANTS OR OTHER PROGRAM BENEFITS IN THE FUTURE.  NOTHING CONTAINED IN THIS AGREEMENT IS INTENDED TO CREATE OR ENLARGE ANY OTHER CONTRACTUAL OBLIGATIONS BETWEEN THE COMPANY AND THE EMPLOYEE.  FUTURE OPTION GRANTS, IF ANY, AND THEIR TERMS AND CONDITIONS, WILL BE AT THE SOLE DISCRETION OF THE COMPENSATION COMMITTEE.  UNLESS EXPRESSLY PROVIDED BY THE COMPANY IN WRITING, ANY VALUE ASSOCIATED WITH A STOCK OPTION GRANTED UNDER THE PROGRAM IS AN ITEM OF COMPENSATION OUTSIDE THE SCOPE OF THE EMPLOYEE’S EMPLOYMENT CONTRACT, IF ANY , AND SHALL NOT BE DEEMED PART OF THE EMPLOYEE’S NORMAL OR EXPECTED COMPENSATION FOR PURPOSES OF CALCULATING ANY SEVERANCE, RESIGNATION, REDUNDANCY, OR END-OF-SERVICE PAYMENTS, BONUSES, LONG-SERVICE AWARDS, PENSION OR RETIREMENT BENEFITS, OR SIMILAR PAYMENTS .

20.    THIS OPTION SHALL BE INTERPRETED TO EFFECT THE ORIGINAL INTENT OF THE COMPANY AS CLOSELY AS POSSIBLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, ANY LAWS GOVERNING DATA PRIVACY).  IF ANY CONDITION OR PROVISION OF THIS OPTION IS INVALID, ILLEGAL, OR INCAPABLE OF BEING ENFORCED UNDER ANY APPLICABLE LAW OR REGULATION GOVERNING DATA PRIVACY, INCLUDING THE PRIVACY LAWS AND REGULATIONS OF THE EUROPEAN ECONOMIC AREA, ALL OTHER CONDITIONS AND PROVISIONS OF THIS OPTION SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT.  BY ACCEPTING THIS OPTION, THE EMPLOYEE VOLUNTARILY ACKNOWLEDGES AND CONSENTS TO THE COLLECTION, USE, PROCESSING AND TRANSFER OF PERSONAL DATA AS DESCRIBED IN THIS PARAGRAPH.  THE EMPLOYEE IS NOT OBLIGED TO CONSENT TO SUCH COLLECTION, USE, PROCESSING AND TRANSFER OF PERSONAL DATA.  HOWEVER, FAILURE TO PROVIDE THE CONSENT MAY AFFECT THE EMPLOYEE’S ABILITY TO PARTICIPATE IN THE PROGRAM.  THE COMPANY, ITS SUBSIDIARIES AND THE EMPLOYEE’S EMPLOYER HOLD CERTAIN PERSONAL INFORMATION ABOUT THE EMPLOYEE, INCLUDING THE EMPLOYEE’S NAME, HOME ADDRESS AND TELEPHONE NUMBER, DATE OF BIRTH, SOCIAL SECURITY NUMBER OR OTHER EMPLOYEE IDENTIFICATION NUMBER, SALARY, NATIONALITY, JOB TITLE, THE NUMBER OF COMMON SHARES OF THE COMPANY (IF ANY) OWNED BY THE EMPLOYEE, WHETHER THE EMPLOYEE IS A MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY OR OF ANY OF ITS SUBSIDIARIES, DETAILS OF ALL STOCK OPTIONS OR ANY OTHER ENTITLEMENT TO COMMON SHARES AWARDED, CANCELED, PURCHASED, VESTED, UNVESTED OR OUTSTANDING IN THE EMPLOYEE’S FAVOR FOR THE PURPOSE OF MANAGING AND ADMINISTERING THE PROGRAM OR THIS OPTION (COLLECTIVELY “PERSONAL DATA”).  THE COMPANY AND/OR ITS SUBSIDIARIES WILL TRANSFER PERSONAL DATA AMONGST THEMSELVES AS NECESSARY FOR THE PURPOSE OF IMPLEMENTATION, ADMINISTRATION AND MANAGEMENT OF THE EMPLOYEE’S PARTICIPATION IN THE PROGRAM, AND THE COMPANY AND/OR ANY OF ITS SUBSIDIARIES MAY EACH FURTHER TRANSFER PERSONAL DATA TO ANY THIRD PARTIES ASSISTING THE COMPANY IN THE IMPLEMENTATION, ADMINISTRATION AND MANAGEMENT OF THE PROGRAM.  THESE RECIPIENTS MAY BE LOCATED IN THE EUROPEAN ECONOMIC AREA, OR ELSEWHERE THROUGHOUT THE WORLD, SUCH AS THE UNITED STATES.  THE EMPLOYEE HEREBY AUTHORIZES THEM TO RECEIVE, POSSESS, USE, RETAIN AND TRANSFER THE PERSONAL DATA, IN ELECTRONIC OR OTHER FORM, FOR THE PURPOSES OF IMPLEMENTING, ADMINISTERING AND MANAGING THE EMPLOYEE’S PARTICIPATION IN THE PROGRAM, INCLUDING ANY TRANSFER OF SUCH PERSONAL DATA AS MAY BE REQUIRED FOR THE ADMINISTRATION OF THE PROGRAM AND/OR THE SUBSEQUENT HOLDING OF COMMON SHARES ON THE EMPLOYEE’S BEHALF TO A BROKER OR OTHER THIRD PARTY WITH WHOM THE EMPLOYEE MAY ELECT TO DEPOSIT ANY COMMON SHARES ACQUIRED PURSUANT TO THE PROGRAM.  THE EMPLOYEE MAY, WHEN AND TO THE EXTENT REQUIRED BY APPLICABLE DATA PRIVACY LAWS, REVIEW PERSONAL DATA AND REQUIRE ANY NECESSARY AMENDMENTS TO IT. THE EMPLOYEE MAY, AT ANY TIME, WITHDRAW THE CONSENTS HEREIN IN WRITING BY CONTACTING THE COMPANY; HOWEVER, WITHDRAWING THE EMPLOYEE’S CONSENT MAY AFFECT THE EMPLOYEE’S ABILITY TO PARTICIPATE IN THE PROGRAM.

21.    IF THE COMPANY DETERMINES THAT THIS AGREEMENT IS SUBJECT TO SECTION 409A OF THE INTERNAL REVENUE CODE AND FAILS TO COMPLY WITH THAT SECTION’S REQUIREMENTS, THE COMPANY MAY, AT THE COMPANY’S SOLE DISCRETION, AMEND THE AGREEMENT TO CAUSE IT TO COMPLY WITH SECTION 409A OR BE EXEMPT FROM SECTION 409A.

IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS OPTION TO BE EXECUTED BY ITS DULY AUTHORIZED OFFICER AS OF THE GRANT DATE ABOVE SET FORTH.

ABBOTT LABORATORIES

Addendum to the Abbott Laboratories, Inc. Stock Option Agreement

BRAZIL

Notwithstanding paragraph 15 or any other provision stating otherwise, all stock options granted in Brazil will only be exercisable using the cashless method.  Only full cashless exercise (net proceeds remitted to employee in cash) will be permitted.  Cash or stock swap methods of exercise are prohibited.  This provision does not apply to persons identified, pursuant to item 401(b) of Regulation S-K of the Securities and Exchange Commission, as “Executive Officers” within the meaning of item 401(b).

BULGARIA

Notwithstanding paragraph 15 or any other provision stating otherwise, all stock options granted in Bulgaria will only be exercisable using the cashless method.  Only full cashless exercise (net proceeds remitted to employee in cash) will be permitted.  Cash or stock swap methods of exercise are prohibited.  This provision does not apply to persons identified, pursuant to item 401(b) of Regulation S-K of the Securities and Exchange Commission, as “Executive Officers” within the meaning of item 401(b).

CHINA

Notwithstanding paragraph 15 or any other provision stating otherwise, all stock options granted in China will only be exercisable using the cashless method.  Only full cashless exercise (net proceeds remitted to employee in cash) will be permitted.  Cash or stock swap methods of exercise are prohibited.  This provision does not apply to persons identified, pursuant to item 401(b) of Regulation S-K of the Securities and Exchange Commission, as “Executive Officers” within the meaning of item 401(b).

CROATIA

Notwithstanding paragraph 15 or any other provision stating otherwise, all stock options granted in Croatia will only be exercisable using the cashless method.  Only full cashless exercise (net proceeds remitted to employee in cash) will be permitted.  Cash or stock swap methods of exercise are prohibited.  This provision does not apply to persons identified, pursuant to item 401(b) of Regulation S-K of the Securities and Exchange Commission, as “Executive Officers” within the meaning of item 401(b).

INDONESIA

Notwithstanding paragraph 15 or any other provision stating otherwise, all stock options granted in Indonesia will only be exercisable using the cashless method.  Only full cashless exercise (net proceeds remitted to employee in cash) will be permitted.  Cash or stock swap methods of exercise are prohibited.  This provision does not apply to persons identified, pursuant to item 401(b) of Regulation S-K of the Securities and Exchange Commission, as “Executive Officers” within the meaning of item 401(b).

NEW ZEALAND

Notwithstanding paragraph 15 or any other provision stating otherwise, all stock options granted in New Zealand will only be exercisable using the cashless method.  Only full cashless exercise (net proceeds remitted to employee in cash) will be permitted.  Cash or stock swap methods of exercise are prohibited.  This provision does not apply to persons identified, pursuant to item 401(b) of Regulation S-K of the Securities and Exchange Commission, as “Executive Officers” within the meaning of item 401(b).

VENEZUELA

Notwithstanding paragraph 15 or any other provision stating otherwise, all stock options granted in Venezuela will only be exercisable using the cashless method.  Only full cashless exercise (net proceeds remitted to employee in cash) will be permitted.  Cash or stock swap methods of exercise are prohibited.  This provision does not apply to persons identified, pursuant to item 401(b) of Regulation S-K of the Securities and Exchange Commission, as “Executive Officers” within the meaning of item 401(b).

VIETNAM

Notwithstanding paragraph 15 or any other provision stating otherwise, all stock options granted in Vietnam will only be exercisable using the cashless method.  Only full cashless exercise (net proceeds remitted to employee in cash) will be permitted.  Cash or stock swap methods of exercise are prohibited.

This provision does not apply to persons identified, pursuant to item 401(b) of Regulation S-K of the Securities and Exchange Commission, as “Executive Officers” within the meaning of item 401(b).

Exhibit 10.5

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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5.              Lapse of Restriction by Death or Disability .  The Restriction shall lapse and have no further force or effect upon 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 Company common stock 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, 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), any 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 his executor, administrator, personal representative or heirs (“Representative”), provided , however , that in the event that the Employee is involuntarily discharged by the Company or 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 Company common stock 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 delivery of the shares pursuant to Section 3, 4, 5 or 6 above shall be conditioned on the Company providing for the automatic withholding of shares to cover any taxes as may be required to be withheld by US federal, state, local or local law with respect to such lapse or delivery.

8.              Rights Not Enlarged .  Nothing herein confers on the Employee any right to continue in the employ of the Company or of any of its subsidiaries.

9.              Succession .  This Agreement shall be binding upon and operate for the benefit of the Company and its successors and assigns, and the Employee and his Representative.

10.            Discharge for Cause .  The term discharge “for cause” shall mean termination by the Company of the Employee’s employment for (A) the Employee’s failure to substantially perform the duties of his employment (other than any such failure resulting from the Employee’s disability); (B) material breach by the Employee of the terms and conditions of his employment; (C) material breach by the Employee of business ethics; (D) an act of fraud, embezzlement or theft committed by the Employee in connection with his duties or in the course of his employment; or (E) wrongful disclosure by the Employee of secret processes or confidential information of the Company or its subsidiaries.

11.            No Contract as of Right .  The grant of Units under the Plan does not create any contractual or other right to receive additional Restricted Stock Unit grants or other Plan benefits in the future.  Nothing contained in this agreement is intended to create or enlarge any other contractual obligations between the Company and the Employee.  Future grants, if any, and their terms and conditions, will be at the sole discretion of the Compensation Committee.  Unless expressly provided by the company in writing, any value associated with the Units granted under the Plan is an item of compensation outside the scope of the Employee’s employment contract, if any, and shall not be deemed part of the Employee’s normal or expected compensation for purposes of calculating any severance, resignation, redundancy, or end-of-service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.

12.            Data Privacy .  This grant of Units shall be interpreted to effect the original intent of the Company as closely as possible to the fullest extent permitted by applicable law (including, without limitation, any laws governing data privacy).  If any condition or provision of this option is invalid,

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illegal, or incapable of being enforced under any applicable law or regulation governing data privacy, including the privacy laws and regulations of the European economic area, all other conditions and provisions of the Units shall nevertheless remain in full force and effect.  By accepting this grant, the Employee voluntarily acknowledges and consents to the collection, use, processing and transfer of personal data as described in this paragraph.  The Employee is not obliged to consent to such collection, use, processing and transfer of personal data.  However, failure to provide the consent may affect the Employee’s ability to participate in the Plan.  The company, its subsidiaries and the Employee’s employer hold certain personal information about the Employee, including the Employee’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, the number of common shares of the Company (if any) owned by the Employee, whether the Employee is a member of the Board of Directors of the Company or of any of its subsidiaries, details of all stock options or any other entitlement to common shares awarded, canceled, purchased, vested, unvested or outstanding in the Employee’s favor for the purpose of managing and administering the Plan or this grant (collectively “personal data”).  The Company and/or its subsidiaries will transfer personal data amongst themselves as necessary for the purpose of implementation, administration and management of the Employee’s participation in the Plan, and the Company and/or any of its subsidiaries may each further transfer personal data to any third parties assisting the Company in the implementation, administration and management of the Plan.  These recipients may be located in the European economic area, or elsewhere throughout the world, such as the United States.  The Employee hereby authorizes them to receive, possess, use, retain and transfer the personal data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s participation in the Plan, including any transfer of such personal data as may be required for the administration of the Plan and/or the subsequent holding of common shares on the Employee’s behalf to a broker or other third party with whom the Employee may elect to deposit any common shares acquired pursuant to the Plan.  The Employee may, when and to the extent required by applicable data privacy laws, review personal data and require any necessary amendments to it.  The employee may, at any time, withdraw the consents herein in writing by contacting the Company; however, withdrawing the Employee’s consent may affect the Employee’s ability to participate in the Plan.

13.           Payment of Dividend Equivalents .  For purposes of compliance with the requirements of Internal Revenue Code Section 409A, the specified date of paying any Dividend Equivalents to which an Employee is entitled under Section 1 is the year (2006, 2007, 2008, or 2009) in which the associated dividends or distributions are paid on common stock. This Section 13 shall not create or expand any rights to Dividend Equivalents.

14.           Section 409A .  If the Company determines that this Agreement is subject to 409A of the Internal Revenue Code and fails to comply with that section’s requirements, the Company may, at the Company’s sole discretion, amend the Agreement to cause it to comply with Section 409A or be exempt from Section 409A.

IN WITNESS WHEREOF, the Company has caused this Award to be executed by its duly authorized officer as of the grant date set forth above.

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