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Exhibit 10.2
As amended, effective 9/7/01
ABBOTT LABORATORIES
1991 INCENTIVE STOCK PROGRAM
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1. PURPOSE. The purpose of the Abbott Laboratories 1991 Incentive Stock
Program (the "Program") is to attract and retain outstanding individuals as
directors, officers and other employees of Abbott Laboratories (the "Company")
and its subsidiaries, and to furnish incentives to such persons by providing
such persons opportunities to acquire common shares of the Company, or monetary
payments based on the value of such shares or financial performance of the
Company, or both, on advantageous terms as herein provided.
2. ADMINISTRATION. The Program will be administered by a committee (the
"Committee") of at least two persons which shall be either the Compensation
Committee of the Board of Directors of the Company or such other committee
comprised entirely of "disinterested persons" as defined in Rule 16b-3 of the
Securities and Exchange Commission as the Board of Directors may from time to
time designate. The Committee shall interpret the Program, prescribe, amend and
rescind rules and regulations relating thereto and make all other determinations
necessary or advisable for the administration of the Program. A majority of the
members of the Committee shall constitute a quorum and all determinations of the
Committee shall be made by a majority of its members. Any determination of the
Committee under the Program may be made without notice of meeting of the
Committee by a writing signed by a majority of the Committee members
3. PARTICIPANTS. Participants in the Program will consist of such
officers and other employees of the Company and its subsidiaries as the
Committee in its sole discretions may designate from time to
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time to receive Benefits hereunder. The Committee's designation of a participant
in any year shall not require the Committee to designate such person to receive
a Benefit in any other year. The Committee shall consider such factors as it
deems pertinent in selecting participants and in determining the type and amount
of their respective Benefits, including without limitation (i) the financial
condition of the Company; (ii) anticipated profits for the current or future
years; (iii) contributions of participants to the profitability and development
of the Company; and (iv) other compensation provided to participants.
Non-Employee Directors shall also be participants in the Program solely for
purposes of receiving Restricted Stock Awards under paragraph 13. The term
"Non-Employee Director" shall mean a member of the Board of Directors who is not
a full-time employee of the Company or any of its subsidiaries.
4. TYPES OF BENEFITS. Benefits under the Program may be granted in any
one or a combination of (a) Incentive Stock Options; (b) Non-qualified Stock
Options; (c) Stock Appreciation Rights; (d) Limited Stock Appreciation Rights;
(e) Restricted Stock Awards; (f) Performance Units; and (g) Foreign Qualified
Benefits, all as described below and pursuant to the Plans set forth in
paragraphs 6-12 hereof.
5. SHARES RESERVED UNDER THE PROGRAM. There is hereby reserved for
issuance under the Program an aggregate of Five Million (5,000,000) common
shares, which may be newly issued or treasury shares. The shares hereby reserved
are in addition to the shares previously reserved under the Company's 1977
Incentive Stock Plan, 1981 Incentive Stock Program and 1986 Incentive Stock
Program (the "Prior Stock Option Plans"). Any common shares reserved for
issuance under the Prior Stock Option Plans in excess of the number of shares as
to which options or other Benefits have been awarded on the date of shareholder
approval of this Program, plus any such shares as to which options or other
Benefits granted under the Prior
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Stock Option Plans may lapse, expire, terminate or be canceled after such date,
shall also be reserved and available for issuance in connection with Benefits
under this Program. All of such shares may, but need not, be issued pursuant to
the exercise of the Incentive Stock Options.
If there is a lapse, expiration, termination or cancellation of any Benefit
granted hereunder without the issuance of shares or payment of cash thereunder,
or if shares are issued under any Benefit and thereafter are reacquired by the
Company pursuant to rights reserved upon the Issuance thereof, the shares
subject to or reserved for such Benefit may again be used for new options,
rights of awards or any sort authorized under this Program; provided, however,
that in no event may the number of common shares issued under this Program
exceed the total number of shares reserved for issuance hereunder.
6. INCENTIVE STOCK OPTION PLAN. Incentive Stock Options will consist of
options to purchase common shares at purchase prices not less than One Hundred
percent (100%) of the Fair Market Value of such common shares on the date of
grant. Incentive Stock Options will be exercisable over not more than ten (10)
years after the date of grant. In the event of termination of employment for any
reason other than retirement, disability or death, the right of the optionee to
exercise an Incentive Stock Option shall terminate upon the earlier of the end
of the original term of the option or three (3) months after the optionee's last
day of work for the Company and its subsidiaries. In the event of termination of
employment due to retirement or disability, or if the optionee should die while
employed, the right of the optionee or his or her successor in interest to
exercise an Incentive Stock Option shall terminate upon the earlier of the end
of the original term of the option or sixty (60) months after the date of such
retirement, disability or death. If the optionee should die within three (3)
months after termination of employment for any reason other than retirement or
disability, the right of his or her successor in interest
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to exercise an Incentive Stock Option shall terminate upon the earlier of the
end of the original term of the option or three (3) months after the date of
such death. If the optionee should die within sixty (60) months after
termination of employment due to retirement or disability, the right of his
or her successor in interest to exercise an Incentive Stock Option shall
terminate upon the later of sixty (60) months after the date of such
retirement or disability or six (6) months after the date of such death, but
not later than the end of the original term of the option. The aggregate fair
market value (determined as of the time the Option is granted) of the common
shares with respect to which Incentive Stock Options are exercisable for the
first time by any individual during any calendar year (under all option plans
of the Company and its subsidiary corporations) shall not exceed $100,000. An
Incentive Stock Option granted to a participant who is subject to Section 16
of the Securities Exchange Act of 1934, as amended, may be exercised only
after six (6) months from its grant date (unless otherwise permitted under
Rule 16b-3 of the Securities and Exchange Commission).
7. NON-QUALIFIED STOCK OPTION PLAN. Non-qualified Stock Options will
consist of options to purchase common shares at purchase prices not less than
One Hundred percent (100%) of the Fair Market Value of such common shares on the
date of grant. Non-qualified Stock Options will be exercisable over not more
than ten (10) years after the date of grant. In the event of termination of
employment for any reason other than retirement, disability or death, the right
of the optionee to exercise a Non-qualified Stock Option shall terminate upon
the earlier of the end of the original term of the option or three (3) months
after the optionee's last day of work for the Company and its subsidiaries. In
the event of termination of employment due to retirement or disability or if the
optionee should die while employed, the right of the optionee or his or her
successor in interest to exercise a Non-qualified Stock Option shall terminate
upon the earlier of the end of the original term of the option
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or sixty (60) months after the date of such retirement, disability or death. If
the optionee should die within three (3) months after termination of employment
for any reason other than retirement or disability, the right of his or her
successor in interest to exercise a Non-qualified Stock Option shall terminate
upon the earlier of the end of the original term of the option or three (3)
months after the date of such death. If the optionee should die within sixty
(60) months after termination of employment due to retirement or disability, the
right of his or her successor in interest to exercise a Non-qualified Stock
Option shall terminate upon the later of sixty (60) months after the date of
such retirement or disability or six (6) months after the date of such death,
but not later than the end of the original term of the option. A Non-qualified
Stock Option granted to a participant who is subject to Section 16 of the
Securities Exchange Act of 1934, as amended, may be exercised only after six (6)
months from its grant date (unless otherwise permitted under Rule 16b-3 of the
Securities and Exchange Commission).
8. STOCK APPRECIATION RIGHTS PLAN. The Committee may, in its discretion,
grant a Stock Appreciation Right to the holder of any stock option granted
hereunder or under the Prior Stock Option Plans. Such Stock Appreciation Rights
shall be subject to such terms and conditions consistent with the Program as the
Committee shall impose from time to time, including the following:
(a) A stock Appreciation Right may be granted with respect to a stock
option at the time of its grant or at any time thereafter up to
six (6) months prior to its expiration.
(b) Stock Appreciation Rights will permit the holder to surrender any
related stock option or portion thereof which is then exercisable
and to elect to receive in exchange therefor cash in an amount
equal to:
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(i) The excess of the Fair Market Value on the date of such
election of one common share over the option price
multiplied by
(ii) The number of shares covered by such option or portion
thereof which is so surrendered.
(c) A Stock Appreciation Right granted to a participant who is
subject to Section 16 of the Securities Exchange Act of 1934, as
amended, may be exercised only after six (6) months from its
grant date (unless otherwise permitted under Rule 16b-3 of the
Securities and Exchange Commission).
(d) The Committee shall have the discretion to satisfy a
participant's right to receive the amount of cash determined
under subparagraph (b) hereof, in whole or in part, by the
delivery of common shares valued as of the date of the
participant's election.
(e) A Stock Appreciation Right may be granted to a participant
regardless of whether such participant has been granted a Limited
Stock Appreciation Right with respect to the same stock option.
However, a Stock Appreciation Right may not be exercised during
any period that a Limited Stock Appreciation Right with respect
to the same stock option may be exercised.
(f) In the event of the exercise of a Stock Appreciation Right, the
number of shares reserved for issuance shall be reduced by the
number of shares covered by the stock option or portion thereof
surrendered.
9. LIMITED STOCK APPRECIATION RIGHTS PLAN. The Committee may, in its
discretion, grant a Limited Stock Appreciation Right to the holder of any stock
option granted hereunder or under the Prior Stock Option Plans. Such Limited
Stock Appreciation Rights shall be subject to such terms and conditions
consistent with the Program as the Committee shall impose from time to time,
including the following:
(a) A Limited Stock Appreciation Right may be granted with respect to
a stock option at the time of its grant or at any time thereafter
up to six (6) months prior to its expiration.
(b) A Limited Stock Appreciation Right will permit the holder to
surrender any related stock option or portion thereof which is
then exercisable and to receive in exchange therefor cash in an
amount equal to:
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(i) The excess of the Fair Market Value on the date of such
election of one common share over the option price
multiplied by
(ii) The number of shares covered by such option or portion
thereof which is so surrendered.
(c) A Limited Stock Appreciation Right granted to a participant who
is subject to Section 16 of the Securities Exchange Act of 1934,
as amended, may be exercised only after six (6) months from its
grant date (unless otherwise permitted under Rule 16b-3 of the
Securities and Exchange Commission) and only during the sixty
(60) day period commencing with the day following the date of a
Change In Control.
(d) A Limited Stock Appreciation Right may be granted to a
participant regardless of whether such participant has been
granted a Stock Appreciation Right with respect to the same stock
option.
(e) In the event of the exercise of a Limited Stock Appreciation
Right, the number of shares reserved for issuance hereunder shall
be reduced by the number of shares covered by the stock option or
portion thereof surrendered.
10. RESTRICTED STOCK AWARDS PLAN. Restricted Stock Awards will consist of
common shares transferred to participants without other payment therefor as
additional compensation for their services to the Company or one of its
subsidiaries. Restricted Stock Awards shall be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitations, restrictions on the sale or other disposition of such shares and
rights of the Company to reacquire such shares upon termination of the
participant's employment within specified periods. Subject to such other
restrictions as are imposed by the Committee, the common shares covered by a
Restricted Stock Award granted to a participant who is subject to Section 16 of
the Securities Exchange Act of 1934, as amended, may be sold or otherwise
disposed of only after six (6) months from the grant date of the award (unless
otherwise permitted under Rule 16b-3 of the Securities and Exchange Commission).
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11. PERFORMANCE UNITS PLAN. Performance Units shall consist of monetary
units granted to participants which may be earned in whole or in part if the
Company achieves certain goals established by the Committee over a designated
period of time, but not in any event more than five (5) years. The goals
established by the Committee may include earnings per share, return on
shareholder equity, return on average total capital employed, and/or such
other goals as may be established by the Committee in its discretion. In the
event the minimum corporate goal established by the Committee is not achieved
at the conclusion of a period, no amount shall be paid to or vested in the
participant. In the event the maximum corporate goal is achieved, One Hundred
percent (100%) of the monetary value of the Performance Units shall be paid
to or vested in the participants. Partial achievement of the maximum goal may
result in a payment or vesting corresponding to the degree of achievement.
Payment of an award earned may be in cash or in common shares or in a
combination of both, and may be made when earned, or vested and deferred, as
the Committee in its sole discretion determines. Deferred awards shall earn
interest on the terms and at a rate determined by the Committee. The number
of shares reserved for issuance hereunder shall be reduced by the largest
whole number obtained by dividing monetary value of the units at the
commencement of the performance period by the market value of a common share
at such time, provided that such number of shares may again become available
for issuance under this Program as is provided in Paragraph 5 hereof.
12. FOREIGN QUALIFIED BENEFITS. Benefits under the Program may be granted
to such employees of the Company and its subsidiaries who are residing in
foreign jurisdictions as the Committee in its sole discretion may determine from
time to time. The Committee may adopt such supplements to the Program as may be
necessary to comply with the applicable laws of such foreign jurisdictions and
to afford participants favorable treatment under such laws; provided, however,
that no Benefit shall be
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granted under any such supplement with terms or conditions which are
inconsistent with the provisions as set forth under the Program.
13. RESTRICTED STOCK AWARDS FOR NON-EMPLOYEE DIRECTORS.
(a) Each person elected a Non-Employee Director at the annual
shareholders meeting in 1991, 1992, 1993, 1994 and 1995 shall
receive a restricted Stock Award on that date covering a number
of common shares with a fair market value on the date of the
award closest to, but not in excess of, Twenty Thousand Dollars
($20,000).
(b) ISSUANCE OF CERTIFICATES. As soon as practicable following the
date of the award the Company shall issue certificates
("Certificates") to the Non-Employee Director receiving the
award, representing the number of common shares covered by the
award. At the discretion of the Company, the Certificates shall
bear legends describing the restrictions on such shares imposed
by this paragraph 13.
(c) RIGHTS. Upon issuance of the Certificates, the directors in whose
names they are registered shall, subject to the restrictions of
this paragraph 13, have all of the rights of a shareholder with
respect to the shares represented by the Certificates, including
the right to vote such shares and receive case dividends and
other distributions thereon.
(d) RESTRICTED PERIOD. The shares covered by awards granted under
this paragraph 13 may not be sold or otherwise disposed of within
six (6) months following their grant date (unless otherwise
permitted under Rule 16b-3 of the Securities and Exchange
Commission) and in addition shall be subject to the restrictions
of this paragraph 13 for a period (the "Restricted Period")
commencing with the date of the award and ending on the earliest
of the following events:
(i) The date the director terminates or retires from the Board;
(ii) The date the director dies; or
(iii) The date of occurrence of a Change in Control (as defined
in paragraph 19(c)).
(e) RESTRICTIONS. All shares covered by awards granted under this
paragraph 13 shall be subject to the following restrictions
during the Restricted Period:
(i) The shares may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of.
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(ii) Any additional common shares of the Company or other
securities or property issued with respect to shares
covered by awards granted under this paragraph 13 as a
result of any stock dividend, stock split or
reorganization, shall be subject to the restrictions and
other provisions of this paragraph 13.
(iii) A director shall not be entitled to receive any shares
prior to completion of all actions deemed appropriate by
the Company to comply with federal or state securities
laws and stock exchange requirements.
(f) Except in the event of conflict, all provisions of the Program
shall apply to this paragraph 13. In the event of any conflict
between the provisions of the Program and this paragraph 13, this
paragraph 13 shall control. Those provisions of paragraph 16
which authorize the Committee to declare outstanding restricted
stock awards to be vested and to amend or modify the terms of
Benefits shall not apply to awards granted under this paragraph
13.
14. NONTRANSFERABILITY. Each stock option and stock appreciation right
granted under this Program shall not be transferable other than by will or the
laws of descent and distribution, and shall be exercisable, during the
participant's lifetime, only by the participant or the participant's guardian or
legal representative. A participant's interest in a Performance Unit shall not
be transferable until payment or delivery of the award is made.
15. OTHER PROVISIONS. The award of any Benefit under the Program may also
be subject to other provisions (whether or not applicable to the Benefit awarded
to any other participant) as the Committee determines appropriate, including,
without limitation, provisions for the purchase of common shares under stock
options in installments, provisions for the payment of the purchase price of
shares under stock options by delivery of other common shares of the Company
having a then market value equal to the purchase price of such shares,
restrictions on resale or other disposition, such provisions as may be
appropriate to comply with federal or state securities laws and stock exchange
requirements and understandings or conditions as to the participant's employment
in addition to those specifically provided for under the Program.
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The Committee may, in its discretion, permit payment of the purchase price
of shares under stock options by delivery of a properly executed exercise notice
together with a copy of irrevocable instructions to a broker to deliver promptly
the Company the amount of sale or loan proceeds to pay the purchase price. To
facilitate the foregoing, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms.
The Committee may, in its discretion and subject to such rules as it may
adopt, permit a participant to pay all or a portion of the federal, state and
local taxes, including FICA withholding tax, arising in connection with the
following transactions: (a) the exercise of a Non-qualified Stock Option; (b)
the lapse of restrictions on common shares received as a Restricted Stock Award;
or (c) the receipt or exercise of any other Benefit; by electing (i) to have the
Company withhold common shares, (ii) to tender back common shares received in
connection with such Benefit or (iii) to deliver other previously acquired
common shares of the Company having a fair market value approximately equal to
the amount to be withheld.
16. TERM OF PROGRAM AND AMENDMENT MODIFICATION. CANCELLATION OR
ACCELERATION OF BENEFITS. No Benefit shall be granted more than five (5)
years after the date of the approval of this Program by the shareholders;
provided, however, that the terms and conditions applicable to any Benefits
granted prior to such date may at any time be amended, modified or canceled
by mutual agreement between the Committee and the participant or such other
persons as may then have an interest therein, so long as any amendment or
modification does not increase the number of common shares issuable under
this Program; and provided further, that the Committee may, at any time and
in its sole discretion, declare any or all stock options and stock
appreciation rights then outstanding under this Program or the Prior Stock
Option Plans to be exercisable, any or all then outstanding Restricted Stock
Awards to be vested, and any or all then
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outstanding Performance Units to have been earned, whether or not such options,
rights, awards or units are then otherwise exercisable, vested or earned.
17. AMENDMENT TO PRIOR STOCK OPTION PLANS. No options or other Benefits
shall be granted under the Prior Stock Option Plans on or after the date of
shareholder approval of this Program.
18. TAXES. The Company shall be entitled to withhold the amount of any tax
attributable to any amount payable or shares deliverable under the Program after
giving the person entitled to receive such amount or shares notice as far in
advance as practicable, and the Company may defer making payment or delivery if
any such tax may be pending unless and until indemnified to its satisfaction.
19. DEFINITIONS.
(a) FAIR MARKET VALUE. Except as provided below, the Fair Market
Value of the Company's common shares shall be determined by such
methods or procedures as shall be established by the Committee;
provided that, in the case of any Limited Stock Appreciation
Right (other than a right related to an Incentive Stock Option),
the Fair Market Value shall be the higher of:
(i) The highest daily closing price of the Company's common
shares during the sixty (60) day period following the Change
in Control; or
(ii) The highest gross price paid or to be paid for the Company's
common shares in any of the transactions described in
paragraphs 19(c)(i) and 19(c)(ii).
(b) SUBSIDIARY. The term "subsidiary" for all purposes other than the
Incentive Stock Option Plan described in paragraph 6, shall mean
any corporation, partnership, joint venture or business trust,
fifty percent (50%) or more of the control of which is owned,
directly or indirectly, by the Company. For Incentive Stock
Option Plan purposes the term "subsidiary" shall be defined as
provided in Internal Revenue Code Section 425(f).
(c) CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred on the earliest of the following dates:
(i) The date any entity or person (including a "group" as
defined in Section 13(d)(3)
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of the Securities Exchange Act of 1934 (the "Exchange
Act")) shall have become the beneficial owner of, or shall
have obtained voting control over thirty percent (30%) or
more of the outstanding common shares of the Company;
(ii) The date the shareholders of the Company approve a
definitive agreement (A) to merge or consolidate the
Company with or into another corporation, in which the
Company is not the continuing or surviving corporation or
pursuant to which any common shares of the Company would
be converted into cash, securities or other property of
another corporation, other than a merger of the Company in
which holders of common shares immediately prior to the
merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the
merger as immediately before, or (B) to sell or otherwise
dispose of substantially all the assets of the Company; or
(iii) The date there shall have been a change in a majority of
the Board of Directors of the Company within a twelve (12)
month period unless the nomination for election by the
Company's shareholders of each new director was approved by
the vote of two-thirds of the directors then still in
office who were in office at the beginning of the twelve
(12) month period.
(d) DISABILITY. The term "disability" for all purposes of the Program
shall mean the participant's disability as defined in subsection
4.1(a) of the Abbott Laboratories Extended Disability Plan for
twelve (12) consecutive months.
20. ADJUSTMENT PROVISIONS.
(a) If the Company shall at any time change the number of issued
common shares without new consideration to the Company (such as
by stock dividends or stock splits), the total number of shares
reserved for issuance under this Program and the number of shares
covered by each outstanding Benefit shall be adjusted so that the
aggregate consideration payable to the Company and the value of
each such Benefit shall not be changed. The Committee shall also
have the right to provide for the continuation of Benefits or for
other equitable adjustments after changes in the common shares
resulting from reorganization, sale, merger, consolidation or
similar occurrence.
(b) Notwithstanding any other provision of this Program, and without
affecting number of shares otherwise reserved or available
hereunder, the Committee may authorize the issuance or assumption
of Benefits in connection with any merger, consolidation,
acquisition of property or stock, or reorganization upon such
terms and conditions as it may deem appropriate.
(c) Subject to the six month holding requirements of paragraphs 6, 7,
8(c), 9(c), 10 and 11(d) but notwithstanding any other provision
of this program or the Prior Stock
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Option Plans, upon the occurrence of a Change in Control:
(i) All stock options then outstanding under this Program or
the Prior Stock Option Plans shall become fully exercisable
as of the date of the Change in Control, whether or not
then otherwise exercisable;
(ii) All Stock Appreciation Rights and Limited Stock
Appreciation Rights then outstanding shall become fully
exercisable as of the date of the Change in Control,
whether or not then otherwise exercisable;
(iii) All terms and conditions of all Restricted Stock Awards
then outstanding shall be deemed satisfied of the date of
the Change in Control; and
(iv) All Performance Units then outstanding shall be deemed to
have been fully earned and to be immediately payable, in
cash, as of the date of the Change in Control.
21. AMENDMENT AND TERMINATION OF PROGRAM. The Board of Directors of the
Company may amend the Program from time to time or terminate the Program at any
time, but no such action shall reduce the then existing amount of any
participant's Benefit or adversely change the terms and conditions thereof
without the participant's consent. Paragraph 13 of the Program may not be
amended more frequently than once every six months other than to comport with
changes in the Internal Revenue Code of 1986, as amended, or the rules
thereunder, and no amendment of the Program shall result in any Committee member
losing his or her status as a "disinterested person" as defined in Rule 16b-3 of
the Securities and Exchange Commission with respect to any employee benefit plan
of the Company or result in the Program losing its status as a protected plan
under said Rule 16b-3.
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22. SHAREHOLDER APPROVAL. The Program was adopted by the Board of
Directors of the Company on February 8, 1991. The Program and any Benefit
granted thereunder shall be null and void if shareholder approval is not
obtained within twelve (12) months of the adoption of the Program by the
Board of Directors.