1998 PERFORMANCE INCENTIVE PLAN (PIP) RULES<\/p>\n
409A DOCUMENT<\/p>\n
\n
The following rules shall govern the administration of the 1998 Abbott
\nLaboratories Performance Incentive Plan (PIP) and any comparable successor plan
\nwith respect to all amounts that are not Grandfathered Amounts. Capitalized
\nterms used but not otherwise defined in these Rules shall have the meaning
\nprovided in the PIP. These rules shall remain in effect until amended by the
\nCommittee:<\/p>\n<\/p>\n
1. Fiscal Year<\/u>. The term “fiscal year”, as used
\nin the PIP, means the fiscal period from time to time employed by Abbott for the
\npurpose of reporting earnings to shareholders.<\/p>\n<\/p>\n
2. Consolidated Net Income<\/u>. “Consolidated Net
\nIncome” shall be the consolidated net income for such fiscal year as stated in
\nAbbott’s Audited Financial Statements. Excluded from the calculation of
\nconsolidated net income will be the effect of changes in GAAP and the tax
\neffects thereon, and extraordinary gains and loses and the tax effects thereon
\nif presented in the audited Consolidated Statement of Earnings.<\/p>\n<\/p>\n
3. Naming of Participants<\/u>. For any fiscal year,
\nall participants in the PIP must be named by the Committee prior to the
\ncompletion of the immediately preceding fiscal year. A PIP participant may not
\nbe an active participant in the MIP in the same fiscal year.<\/p>\n<\/p>\n
4. Inclusion in Pensionable Earnings<\/u>. The full
\namount of any PIP award earned under Rule 5 will be included in the
\nparticipant’s pensionable earnings.<\/p>\n<\/p>\n
5. Time of Payment<\/u>. Beginning with any award
\nallocation paid after December 31, 1998, a participant must direct payment or
\ndeferral of an allocation made to the participant under the PIP by one or more
\nof the following methods:<\/p>\n<\/p>\n
(a) In cash to the participant, which payment shall be made
\nno later than the last day of the “applicable 2 1\/2 month period”, as such term is
\ndefined in Treasury Regulation \u00a7 1.409A-1(b)(4)(i)(A);<\/p>\n<\/p>\n
(b) A portion in cash and deposited to a grantor trust (the
\n“Grantor Trust”) established by the participant (in a form which the Committee
\ndetermines is substantially similar to the trust in Exhibit A) and the balance
\npaid to the participant approximately equal to the participant’s aggregate
\nfederal, state and local individual income and employment taxes; provided that
\nall payments or contributions<\/p>\n<\/p>\n
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to the Grantor Trust and participant contemplated by this Rule 5(b) shall be
\nmade no later than the last day of the “applicable 2 1\/2 month period”, as such
\nterm is defined in Treasury Regulation \u00a7 1.409A-1(b)(4)(i)(A); or<\/p>\n<\/p>\n
(c) Deferral of payment until the time, and in the manner
\ndetermined in Rule 17.<\/p>\n<\/p>\n
Amounts paid under the PIP will not be considered amounts paid under the MIP
\nfor purposes of subsections 3.3 and 3.4 and Section 4 of the MIP. The base
\nsalaries of PIP participants will not be considered for determination of the MIP
\namount in subsection 3.3 of the MIP.<\/p>\n<\/p>\n
6. Time of Election<\/u>.<\/p>\n<\/p>\n
(a) A participant must make the election described in Rule 5
\nby filing it with the Committee before expiration of the election period
\nestablished by the Committee, which period shall end no later than December 31
\nof the fiscal year prior to the year during which the performance incentive
\ncompensation is earned under the PIP.<\/p>\n<\/p>\n
(b) Notwithstanding the timing requirements of Rule 6(a), an
\nindividual who newly becomes eligible to participate in the PIP by being
\ndesignated as a participant under Section 3.1 of the PIP (and who was not
\neligible to participate in any other plan that would be aggregated with the Plan
\nunder Treasury Regulation \u00a71.409A-1(c)) may make the an initial deferral
\nelection described in Rule 5 by filing it with the Committee or its delegate
\nwithin the thirty (30) day period immediately following the date he or she first
\nis designated as participant, provided<\/u>, that the compensation deferred
\npursuant to such election relates solely to services performed after the date of
\nsuch election. For this purpose, an election shall be deemed to apply to
\ncompensation paid for services performed after the election if the election
\napplies to no more than the amount prescribed by Treasury Regulation
\n \u00a71.409A-2(a)(7)(i).<\/p>\n<\/p>\n
(c) Any election described in Rule 5 shall be irrevocable
\nfor the fiscal year to which the election applies.<\/p>\n<\/p>\n
7. Accounts<\/u>. The Committee shall establish
\naccounts for participants who have made elections pursuant to Rule 5(b) or
\n5(c) as follows.<\/p>\n<\/p>\n
(a) The Committee will maintain a “Deferred Account” in the
\nname of each participant who has elected to defer payment of all or a portion of
\nhis or her PIP award under Rule 5(c). The Deferred Account shall consist of
\nallocations deferred according to Rule 5(c) and any adjustments made in
\naccordance with Rule 8.<\/p>\n
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(b) The Committee will maintain two separate Accounts, a
\n“Pre-Tax Account” and an “After-Tax Account”, in the name of each participant
\nwho has declined to defer allocations by electing to have a portion of his or
\nher PIP award deposited in cash to a Grantor Trust according to Rule 5(b). The
\nPre-Tax Account shall consist of the aggregate of all allocations contemplated
\nby Rule 5(b), whether deposited to the participant’s Grantor Trust or made in
\ncash to the participant, and any adjustments made in accordance with Rule 9.
\nThe After-Tax Account shall consist of allocations deposited to the
\nparticipant’s Grantor Trust in cash according to Rule 5(b) and any adjustments
\nmade in accordance with Rule 10.<\/p>\n<\/p>\n
8. Adjustment of Deferred Accounts<\/u>. At the end
\nof each fiscal year, a participant’s Deferred Account will be adjusted as
\nfollows:<\/p>\n<\/p>\n
(a) First, reduced by an amount equal to any distribution
\nmade to the participant during the year according to Rule 17 or Rule 18;<\/p>\n<\/p>\n
(b) Next, increased by an amount equal to any allocation for
\nthat year that is deferred according to Rule 5(c); and<\/p>\n<\/p>\n
(c) Last, increased by an amount equal to the interest
\nearned for that year according to Rule 11.<\/p>\n<\/p>\n
9. Adjustment of Pre-Tax Accounts<\/u>. At the end
\nof each fiscal year, a participant’s Pre-Tax Account will be adjusted as
\nfollows:<\/p>\n<\/p>\n
(a) First, reduced, in any year in which the participant is
\nentitled to receive a distribution from his or her Grantor Trust, by an amount
\nequal to the distribution that would have been made to the participant if the
\naggregate amounts allocated according to Rule 5(b) had instead been deferred
\nunder Rule 5(c);<\/p>\n<\/p>\n
(b) Next, increased by an amount equal to any allocation for
\nthat year that is paid to the participant (including the amount paid to the
\nparticipant’s Grantor Trust) according to Rule 5(b); and<\/p>\n<\/p>\n
(c) Last, increased by an amount equal to the interest
\nearned for that year according to Rule 11.<\/p>\n<\/p>\n
10. Adjustment of After-Tax Accounts<\/u>. At the end of
\neach fiscal year, a participant’s After-Tax Account will be adjusted as follows:\n<\/p>\n<\/p>\n
(a) First, reduced, in any year in which the participant is
\nin receipt of a distribution from his or her Grantor Trust, by an amount
\ncalculated as provided in Rule 28 which represents the distribution for such
\nyear;<\/p>\n
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(b) Next, increased by an amount equal to the allocation for
\nthat year that is deposited in the participant’s Grantor Trust according to
\nRule 5(b); and<\/p>\n<\/p>\n
(c) Last, increased by an amount equal to the interest
\nearned for that year according to Rule 11.<\/p>\n<\/p>\n
11. Interest Accruals on Accounts<\/u>.<\/p>\n<\/p>\n
(a) As of the end of each fiscal year, a participant’s
\nDeferred Account or Pre-Tax Account, as applicable, shall be credited with
\ninterest (“Interest”) at the following rate:<\/p>\n<\/p>\n
(i) the average of the “prime rate” of
\ninterest published by The Wall Street Journal (Mid-West Edition) or comparable
\nsuccessor quotation service on the first business day of January and the last
\nbusiness day of each month of the fiscal year; plus<\/p>\n<\/p>\n
(ii) two hundred twenty-five (225) basis
\npoints.<\/p>\n<\/p>\n
(b) As of the end of each fiscal year, a participant’s
\nAfter-Tax Account shall be credited with the amount of Interest set forth above,
\nmultiplied by (one minus the aggregate of the applicable federal, state and
\nlocal individual income tax rates and employment tax rate, determined in
\naccordance with Rule 26 (the “After-Tax Interest”)).<\/p>\n<\/p>\n
(c) The Interest and After-Tax Interest, as applicable,
\nshall be credited on the conditions established by the Committee, provided that
\nany award allocation shall be considered to have been made and credited to a
\nparticipant’s Account as of the first day of the fiscal year in which the award
\nis made.<\/p>\n<\/p>\n
12. Guaranteed Rate Payments<\/u>. In addition to any
\nallocation made to a participant for any fiscal year in accordance with
\nRule 5(b), Abbott shall also make a payment to a participant’s Grantor Trust (a
\n“Guaranteed Rate Payment”) for each year in which the Grantor Trust is in
\neffect. The Guaranteed Rate Payment shall equal the excess, if any, of the
\nparticipant’s Net Interest Accrual (as defined below) over the net earnings of
\nthe participant’s Grantor Trust for the year, and shall be paid within the
\nthirty (30) days beginning April 1 of the following fiscal year. A
\nparticipant’s Net Interest Accrual for a year is an amount equal to the
\nAfter-Tax Interest credited to the participant’s After-Tax Account for that year
\nin accordance with Rule 11(b).<\/p>\n<\/p>\n
13. Grantor Trust Assets<\/u>. Each participant’s Grantor
\nTrust assets shall be invested solely in the instruments specified by investment
\nguidelines established by the Committee. Such investment guidelines, once
\nestablished, may be changed by the Committee, provided that any change shall not
\ntake effect until the year following the year in which the change is made and
\nprovided further that the instruments<\/p>\n
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specified shall be consistent with the provisions of Section 3(b) of the form
\nof Grantor Trust attached hereto as Exhibit A.<\/p>\n<\/p>\n
14. Designation of Beneficiaries<\/u>. Subject to the
\nconditions and limitations set forth below, each participant, and after a
\nparticipant’s death, each primary beneficiary designated by a participant in
\naccordance with the provisions of this Rule 14, shall have the right from time
\nto time to designate a primary beneficiary or beneficiaries and, successive or
\ncontingent beneficiary or beneficiaries to receive unpaid amounts from the
\nparticipant’s Deferred Account under the PIP. Beneficiaries may be a natural
\nperson or persons or a fiduciary, such as a trustee of a trust or the legal
\nrepresentative of an estate. Any such designation shall take effect upon the
\ndeath of the participant or such beneficiary, as the case may be, or in the case
\nof any fiduciary beneficiary, upon the termination of all of its duties (other
\nthan the duty to dispose of the right to receive amounts remaining to be paid
\nunder the PIP). The conditions and limitations relating to the designation of
\nbeneficiaries are as follows:<\/p>\n<\/p>\n
(a) A nonfiduciary beneficiary shall have the right to
\ndesignate a further beneficiary or beneficiaries only if the original
\nparticipant or the next preceding primary beneficiary, as the case may be, shall
\nhave expressly so provided in writing; and<\/p>\n<\/p>\n
(b) A fiduciary beneficiary shall designate as a further
\nbeneficiary or beneficiaries only those persons or other fiduciaries that are
\nentitled to receive the amounts payable from the participant’s account under the
\ntrust or estate of which it is a fiduciary.<\/p>\n<\/p>\n
Any beneficiary designation or grant of any power to any beneficiary under
\nthis Rule 14 may be exercised only by an instrument in writing, executed by the
\nperson making the designation or granting such power and filed with the
\nSecretary of Abbott during the person’s lifetime or prior to the termination of
\na fiduciary’s duties. If a deceased participant or a deceased nonfiduciary
\nbeneficiary who had the right to designate a beneficiary as provided above dies
\nwithout having designated a further beneficiary, or if no beneficiary designated
\nas provided above is living or qualified and acting, the Committee, in its
\ndiscretion, may direct distribution of the amount remaining from time to time to
\neither: (i) any one or more or all of the next of kin (including the surviving
\nspouse) of the participant or the deceased beneficiary, as the case may be, and
\nin such proportions as the Committee determines; or (ii) the legal
\nrepresentative of the estate of the deceased participant or deceased beneficiary
\nas the case may be.<\/p>\n<\/p>\n
15. Non-assignability and Facility of Payment<\/u>.
\nAmounts payable to participants and their beneficiaries under the PIP are not in
\nany way subject to their debts and other obligations, and may not be voluntarily
\nor involuntarily sold, transferred or assigned; provided that the provisions of
\nthese Rules shall not be construed as restricting<\/p>\n
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in any way a designation right granted to a beneficiary under Rule 14. When
\na participant or the beneficiary of a participant is under legal disability, or
\nin the Committee’s opinion is in any way incapacitated so as to be unable to
\nmanage his or her financial affairs, the Committee may direct that payments
\nshall be made to the participant’s or beneficiary’s legal representative, or to
\na relative or friend of the participant or beneficiary for the benefit of the
\nparticipant or beneficiary, or the Committee may direct the payment or
\ndistribution for the benefit of the participant or beneficiary in any manner
\nthat the Committee determines.<\/p>\n<\/p>\n
16. Payer of Amounts Allocated to Participants<\/u>. Any
\namount allocated to a participant in the PIP and any interest credited thereto
\nwill be paid by the employer (or such employer’s successor) by whom the
\nparticipant was employed during the fiscal year for which any amount was
\nallocated, and for that purpose, if a participant shall have been employed by
\ntwo or more employers during any fiscal year the amount allocated under the PIP
\nfor that year shall be an obligation of each of the respective employers in
\nproportion to the respective amounts of base salary paid by each of them in that
\nfiscal year.<\/p>\n<\/p>\n
17. Manner of Payment of Deferred Accounts<\/u>. Subject
\nto Rule 18, a participant shall elect to receive payment of his Deferred Account
\nin substantially equal annual installments over a minimum period of ten years,
\nor a longer period, at the time of his deferral election under Rule 5. Payment
\nof a participant’s Deferred Account shall commence on the first business day of
\nJanuary of the year following the year in which the participant incurs a
\ntermination of employment.<\/p>\n<\/p>\n
18. Payment Upon Termination Following Change in
\nControl<\/u>. Notwithstanding any other provision of the PIP or the provisions
\nof any award made under the PIP, if a participant incurs a termination of
\nemployment with Abbott and its subsidiaries for any reason within two (2) years
\nfollowing the date of a Change in Control, provided that the event constituting
\na Change in Control is also a “change in control event”, as such term is defined
\nin Treasury Regulation \u00a7 1.409A-3(i)(5): (a) with respect to a participant whose
\nallocations under the PIP are deferred in accordance with Rule 5(c), the
\naggregate unpaid balance of the participant’s Deferred Account shall be paid to
\nsuch participant in a lump sum within thirty (30) days following the date of
\nsuch termination of employment, and (b) with respect to a participant whose
\nallocations under the PIP are made pursuant to Rule 5(b), (i) the aggregate of
\nthe participant’s unpaid allocation under Rule 5(b) (if any) for the fiscal year
\nin which the termination occurs and (ii) a pro rata portion of the unpaid
\nGuaranteed Rate Payment under Rule 12 attributable to the portion of the year
\nelapsed prior to the date of termination, shall be paid to such participant’s
\nGrantor Trust in a lump sum within thirty (30) days following the date of such
\ntermination of employment.<\/p>\n<\/p>\n
19. Change in Control<\/u>. A “Change in Control” shall be
\ndeemed to have occurred on the earliest of the following dates:<\/p>\n
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(a) the date any Person is or becomes the Beneficial Owner,
\ndirectly or indirectly, of securities of Abbott (not including in the securities
\nbeneficially owned by such Person any securities acquired directly from Abbott
\nor its Affiliates) representing 20% or more of the combined voting power of
\nAbbott’s then outstanding securities, excluding any Person who becomes such a
\nBeneficial Owner in connection with a transaction described in clause (i) of
\nparagraph (c) below; or<\/p>\n<\/p>\n
(b) the date the following individuals cease for any reason
\nto constitute a majority of the number of directors then serving: individuals
\nwho, on the date hereof, constitute the Board and any new director (other than a
\ndirector whose initial assumption of office is in connection with an actual or
\nthreatened election contest, including but not limited to a consent
\nsolicitation, relating to the election of directors of Abbott) whose appointment
\nor election by the Board or nomination for election by Abbott’s shareholders was
\napproved or recommended by a vote of at least two-thirds (2\/3) of the directors
\nthen still in office who either were directors on the date hereof or whose
\nappointment, election or nomination for election was previously so approved or
\nrecommended; or<\/p>\n<\/p>\n
(c) the date on which there is consummated a merger or
\nconsolidation of Abbott or any direct or indirect subsidiary of Abbott with any
\nother corporation or other entity, other than (i) a merger or consolidation
\n(A) immediately following which the individuals who comprise the Board
\nimmediately prior thereto constitute at least a majority of the Board of
\nDirectors of Abbott, the entity surviving such merger or consolidation or, if
\nAbbott or the entity surviving such merger or consolidation is then a
\nsubsidiary, the ultimate parent thereof and (B) which results in the voting
\nsecurities of Abbott outstanding immediately prior to such merger or
\nconsolidation continuing to represent (either by remaining outstanding or by
\nbeing converted into voting securities of the surviving entity or any parent
\nthereof), in combination with the ownership of any trustee or other fiduciary
\nholding securities under an employee benefit plan of Abbott or any subsidiary of
\nAbbott, at least 50% of the combined voting power of the securities of Abbott or
\nsuch surviving entity or any parent thereof outstanding immediately after such
\nmerger or consolidation, or (ii) a merger or consolidation effected to implement
\na recapitalization of Abbott (or similar transaction) in which no Person is or
\nbecomes the Beneficial Owner, directly or indirectly, of securities of Abbott
\n(not including in the securities Beneficially Owned by such Person any
\nsecurities acquired directly from Abbott or its Affiliates) representing 20% or
\nmore of the combined voting power of Abbott’s then outstanding securities; or\n<\/p>\n<\/p>\n
(d) the date the shareholders of Abbott approve a plan of
\ncomplete liquidation or dissolution of Abbott or there is consummated an
\nagreement for the sale or disposition by Abbott of all or substantially all of
\nAbbott’s assets, other than a sale<\/p>\n
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or disposition by Abbott of all or substantially all of Abbott’s assets to an
\nentity, at least 50% of the combined voting power of the voting securities of
\nwhich are owned by shareholders of Abbott, in combination with the ownership of
\nany trustee or other fiduciary holding securities under an employee benefit plan
\nof Abbott or any subsidiary of Abbott, in substantially the same proportions as
\ntheir ownership of Abbott immediately prior to such sale.<\/p>\n<\/p>\n
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to
\nhave occurred by virtue of the consummation of any transaction or series of
\nintegrated transactions immediately following which the record holders of the
\ncommon stock of Abbott immediately prior to such transaction or series of
\ntransactions continue to have substantially the same proportionate ownership in
\nan entity which owns all or substantially all of the assets of Abbott
\nimmediately following such transaction or series of transactions.<\/p>\n<\/p>\n
For purposes of these Rules: “Affiliate” shall have the meaning set forth in
\nRule 12b-2 promulgated under Section 12 of the Exchange Act; “Beneficial Owner”
\nshall have the meaning set forth in Rule 13d-3 under the Exchange Act; “Exchange
\nAct” shall mean the Securities Exchange Act of 1934, as amended from time to
\ntime; and “Person” shall have the meaning given in Section 3(a)(9) of the
\nExchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
\nthat such term shall not include (i) Abbott or any of its subsidiaries, (ii) a
\ntrustee or other fiduciary holding securities under an employee benefit plan of
\nAbbott or any of its Affiliates, (iii) an underwriter temporarily holding
\nsecurities pursuant to an offering of such securities, or (iv) a corporation
\nowned, directly or indirectly, by the shareholders of Abbott in substantially
\nthe same proportions as their ownership of stock of Abbott.<\/p>\n<\/p>\n
20. Potential Change in Control<\/u>. A “Potential Change
\nin Control” shall exist during any period in which the circumstances described
\nin paragraphs (a), (b), (c) or (d), below, exist (provided, however, that a
\nPotential Change in Control shall cease to exist not later than the occurrence
\nof a Change in Control):<\/p>\n<\/p>\n
(a) Abbott enters into an agreement, the consummation of
\nwhich would result in the occurrence of a Change in Control, provided that a
\nPotential Change in Control described in this paragraph (a) shall cease to exist
\nupon the expiration or other termination of all such agreements.<\/p>\n<\/p>\n
(b) Any Person (without regard to the exclusions set forth in
\nsubsections (i) through (iv) of such definition) publicly announces an intention
\nto take or to consider taking actions the consummation of which would constitute
\na Change in Control; provided that a Potential Change in Control described in
\nthis paragraph (b) shall cease to exist upon the withdrawal of such intention,
\nor upon a<\/p>\n
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determination by the Board that there is no reasonable chance that such
\nactions would be consummated.<\/p>\n<\/p>\n
(c) Any Person becomes the Beneficial Owner, directly or
\nindirectly, of securities of Abbott representing 10% or more of either the then
\noutstanding shares of common stock of Abbott or the combined voting power of
\nAbbott’s then outstanding securities (not including any securities beneficially
\nowned by such Person which are or were acquired directly from Abbott or its
\nAffiliates).<\/p>\n<\/p>\n
(d) The Board adopts a resolution to the effect that, for
\npurposes of this Agreement, a Potential Change in Control exists; provided that
\na Potential Change in Control described in this paragraph (d) shall cease to
\nexist upon a determination by the Board that the reasons that gave rise to the
\nresolution providing for the existence of a Potential Change in Control have
\nexpired or no longer exist.<\/p>\n<\/p>\n
21. Prohibition Against Amendment<\/u>. The provisions of
\nRules 18, 19, 20 and this Rule 21 may not be amended or deleted, nor superseded
\nby any other Rule, (i) during the pendency of a Potential Change in Control and
\n(ii) during the period beginning on the date of a Change in Control and ending
\non the date five (5) years following such Change in Control.<\/p>\n<\/p>\n
22. Reliance Upon Advice<\/u>. The Board and the Committee
\nmay rely upon any information or advice furnished to it by any Officer of Abbott
\nor by Abbott’s independent auditors, or other consultants, and shall be fully
\nprotected in relying upon such information or advice. No member of the Board or
\nthe Committee shall be liable for any act or failure to act on their part,
\nexcepting only any acts done or omitted to be done in bad faith, nor shall they
\nbe liable for any act or failure to act of any other member.<\/p>\n<\/p>\n
23. Taxes<\/u>. Any employer shall be entitled, if
\nnecessary or desirable, to pay, or withhold the amount of any federal, state or
\nlocal tax, attributable to any amounts payable by it under the PIP after giving
\nthe person entitled to receive such amount notice as far in advance as
\npracticable, and may require payment from the participant in an amount necessary
\nto satisfy such taxes prior to remitting such taxes.<\/p>\n<\/p>\n
24. Rights of Participants<\/u>. Employment rights of
\nparticipants with Abbott and its subsidiaries shall not be enlarged or affected
\nby reason of establishment of or inclusion as a participant in the PIP. Nothing
\ncontained in the PIP shall require Abbott or any subsidiary to segregate or
\nearmark any assets, funds or property for the purpose of payment of any amounts
\nwhich may have been deferred. The Deferred, Pre-Tax and After-Tax Accounts
\nestablished in accordance with Rule 7 are for the convenience of the
\nadministration of the PIP and no trust relationship with respect to such
\nAccounts is intended or should be implied. Participant’s rights shall be
\nlimited to payment to them at the time or times and in such amounts as are
\ncontemplated by the PIP and these Rules. Any decision made by the Board or the
\nCommittee, which is<\/p>\n
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within the sole and uncontrolled discretion of either, shall be conclusive
\nand binding upon the other and upon all other persons whomsoever.<\/p>\n<\/p>\n
25. Tax Adjustment Payment<\/u>. In addition to the
\nallocations provided in accordance with Rule 5, each participant who has
\nestablished a Grantor Trust (or, if the participant is deceased, the beneficiary
\ndesignated under the participant’s Grantor Trust) shall be entitled to a Tax
\nAdjustment Payment for each year in which the Grantor Trust is in effect.
\nPayment of the Tax Adjustment Payment shall be made by the employers (in such
\nproportions as Abbott shall designate) directly from their general corporate
\nassets, no later than the end of the calendar year in which the participant
\nremits the related taxes. The “Tax Adjustment Payment” shall equal:<\/p>\n<\/p>\n
(a) the amount necessary to compensate the participant (or
\nbeneficiary) for the net increase in the participant’s (or beneficiary’s)
\nfederal, state and local income taxes as a result of the inclusion in his or her
\ntaxable income of the income of the participant’s Grantor Trust and any
\nGuaranteed Rate Payment for that year; plus<\/p>\n<\/p>\n
(b) an amount necessary to compensate the participant (or
\nbeneficiary) for the net increase in the taxes described in (a) above as a
\nresult of the inclusion in his or her taxable income of any payment made
\npursuant to this Rule 25.<\/p>\n<\/p>\n
26. Income Tax Assumptions<\/u>. For purposes of these
\nRules, a participant’s federal income tax rate shall be deemed to be the highest
\nmarginal rate of federal income individual tax in effect in the calendar year in
\nwhich a calculation under the Rules is to be made, and state and local tax rates
\nshall be deemed to be the highest marginal rates of individual income tax in
\neffect in the state and locality of the participant’s residence on the date such
\na calculation is made, net of any federal tax benefits without a benefit for any
\nnet capital losses. For purposes of these Rules, a participant’s employment tax
\nrate shall be deemed to be the highest marginal rate of Federal Insurance
\nContribution Act tax in effect in the calendar year in which a calculation under
\nthe applicable Rule is to be made.<\/p>\n<\/p>\n
27. Change of Conditions Relating to Payments<\/u>. No
\nchange to the time of payment or the time of commencement of payment and any
\nperiod over which payment shall be made shall be effected except in strict
\ncompliance with the subsequent election requirements of Treasury Regulation \u00a7
\n1.409A-2(b) to the extent subject thereto.<\/p>\n<\/p>\n
28. Administrator’s Calculation of Grantor Trust
\nDistributions<\/u>. The Administrator shall calculate the amount to be
\ndistributed from a participant’s Grantor Trust in any year in which the
\nparticipant is entitled to a benefit distribution by multiplying (i) the amount
\nof the reduction determined in accordance with Rule 9(a), by (ii) a fraction,
\nthe numerator of which is the balance in the participant’s After-Tax Account as
\nof the end of the prior fiscal year and the denominator of which is the balance
\nof the participant’s Pre-Tax Account as of that same date<\/p>\n<\/p>\n
29. Section 409A<\/u>. To the extent applicable, it is
\nintended that these Rules comply with the provisions of Code Section 409A. The
\nRules will be administered and interpreted<\/p>\n
\n
10<\/p>\n
<\/p>\n
\n
in a manner consistent with this intent, and any provision that would cause
\nthe Rules to fail to satisfy Code Section 409A will have no force and effect
\nuntil amended to comply therewith (which amendment may be retroactive to the
\nextent permitted by Code Section 409A). Notwithstanding anything contained
\nherein to the contrary, for all purposes of these Rules, a participant shall not
\nbe deemed to have had a termination of employment until the participant has
\nincurred a separation from service as defined in Treasury Regulation
\n \u00a71.409A-1(h) and, to the extent required to avoid accelerated taxation and\/or
\ntax penalties under Code Section 409A and applicable guidance issued thereunder,
\npayment of the amounts payable under the Rules that would otherwise be payable
\nduring the six-month period after the date of termination shall instead be paid
\non the first business day after the expiration of such six-month period, plus
\ninterest thereon, at a rate equal to the rate specified in Rule 11 (to the
\nextent that such interest is not already provided to the participant under
\nRule 12), from the respective dates on which such amounts would otherwise have
\nbeen paid until the actual date of payment. In addition, for purposes of these
\nRules, each amount to be paid and each installment payment shall be construed as
\na separate identified payment for purposes of Code Section 409A.<\/p>\n
\n
11<\/p>\n
\n
Exhibit B<\/strong><\/p>\n<\/p>\n IRREVOCABLE GRANTOR TRUST AGREEMENT<\/strong><\/p>\n<\/p>\n THIS AGREEMENT, made this day of , 20 , by and \n WITNESSETH THAT:<\/p>\n<\/p>\n WHEREAS, the grantor desires to establish and maintain a trust to hold NOW, THEREFORE, IT IS AGREED as follows:<\/p>\n<\/p>\n <\/p>\n \n ARTICLE I<\/strong><\/p>\n INTRODUCTION<\/strong><\/p>\n<\/p>\n I-1 NAME. This agreement and the trust I-2 THE TRUST FUND. The “trust fund” as at I-3 STATUS OF THE TRUST. The trust shall be I-4 THE ADMINISTRATOR. Abbott Laboratories I-5 ACCEPTANCE. The trustee accepts the ARTICLE II<\/strong><\/p>\n DISTRIBUTION OF THE TRUST FUND<\/strong><\/p>\n<\/p>\n II-1 SEPARATE ACCOUNTS. The administrator shall II-2 DISTRIBUTIONS FROM THE ROLLOUT ACCOUNT <\/p>\n II-3 DISTRIBUTIONS FROM THE DEFERRED ACCOUNT (a) The amount of each installment shall be (b) The amount of each installment shall be (c) Each installment (after the first (i) the foregoing, the final installment <\/p>\n ten years from the end of the calendar year in which the grantor’s settlement II-4. DISTRIBUTIONS FROM THE TRUST FUND AFTER THE II-5 FACILITY OF PAYMENT. When a person entitled <\/p>\n make such distribution to such person’s legal representative, or to a II-6 PERPETUITIES. Notwithstanding any other ARTICLE III<\/strong><\/p>\n MANAGEMENT OF THE TRUST FUND<\/strong><\/p>\n<\/p>\n III-1. GENERAL POWERS. The trustee shall, with respect (a) Subject to the limitations of (b) To retain in cash such amounts as the (c) To deposit cash in any depositary (d) To invest, subject to the limitations of <\/p>\n (e) To borrow from anyone, with the (f) To retain any funds or property (g) To begin, maintain or defend any (h) To compromise, contest, settle or abandon (i) To give proxies to vote stocks and (j) To hold securities or other property (k) To divide or distribute the trust fund (l) To pay any tax imposed on or with (m) To deal without restriction with the legal <\/p>\n the trustee, individually, shall be acting in such other capacity without (n) To appoint or remove by written (o) To appoint or remove by written (p) To employ agents, attorneys, accountants (q) To perform any and all other acts which III-2. PRINCIPAL AND INCOME. Any income earned on the III-3. STATEMENTS. The trustee shall prepare and III-4. COMPENSATION AND EXPENSES. All reasonable costs, <\/p>\n employed by the trustee, and expenses incurred in connection with the sale, IV-1. INTERESTS NOT TRANSFERABLE. The interests of the IV-2. DISAGREEMENT AS TO ACTS. If there is a IV-3. TRUSTEE’S OBLIGATIONS. No power, duty or IV-4. GOOD FAITH ACTIONS. The trustee’s exercise or IV-5. WAIVER OF NOTICE. Any notice required under this IV-6. CONTROLLING LAW. The laws of the State of IV-7. SUCCESSORS. This agreement shall be binding on ARTICLE V<\/strong><\/p>\n CHANGES IN TRUSTEE<\/strong><\/p>\n<\/p>\n V-1. RESIGNATION OR REMOVAL OF TRUSTEE. The trustee <\/p>\n and the grantor. The administrator may remove a trustee by written notice to V-2. APPOINTMENT OF SUCCESSOR TRUSTEE. The V-3. DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF ARTICLE VI<\/strong><\/p>\n AMENDMENT AND TERMINATION<\/strong><\/p>\n<\/p>\n VI-1. AMENDMENT. With the consent of the administrator, (a) The duties and liabilities of the (b) This trust may not be amended so as to VI-2. TERMINATION. This trust shall not terminate, and <\/p>\n * * *<\/p>\n<\/p>\n IN WITNESS WHEREOF, the grantor and the trustee have executed this agreement Grantor<\/p>\n<\/td>\n<\/tr>\n The Northern Trust Company as Trustee<\/p>\n<\/td>\n<\/tr>\n By<\/p>\n<\/td>\n<\/tr>\n Its<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nbetween of , Illinois
\n(the “grantor”), and The Northern Trust Company located at Chicago, Illinois, as
\ntrustee (the “trustee”),<\/p>\n
\ncertain benefits received by the grantor under the 1986 Abbott Laboratories
\nManagement Incentive Plan, as it may be amended from time to time;<\/p>\n<\/p>\n
\n
\nhereby evidenced (the “trust”) may be referred to as the ”
\n20 Grantor Trust”.<\/p>\n<\/p>\n
\nany date means all property then held by the trustee under this agreement.<\/p>\n<\/p>\n
\nirrevocable. The trust is intended to constitute a grantor trust under Sections
\n671-678 of the Internal Revenue Code, as amended, and shall be construed
\naccordingly.<\/p>\n<\/p>\n
\n(“Abbott”) shall act as the “administrator” of the trust, and as such shall have
\ncertain powers, rights and duties under this agreement as described below.
\nAbbott will certify to the trustee from time to time the person or persons
\nauthorized to act on behalf of Abbott as the administrator. The trustee may rely
\non the latest certificate received without further inquiry or verification.<\/p>\n<\/p>\n
\nduties and obligations of the “trustee” hereunder, agrees to accept funds
\ndelivered to it by the grantor or the administrator, and agrees to hold such
\nfunds (and any proceeds from the investment of such funds) in trust in
\naccordance with this agreement.<\/p>\n<\/p>\n
\nmaintain two separate accounts under the trust, a “rollout account” and a
\n“deferred account.” Funds delivered to the trustee shall be allocated between
\nthe accounts by the trustee as directed by the administrator. As of the end of
\neach calendar year, the administrator shall charge each account with all
\ndistributions made from such account during that year; and credit each account
\nwith its share of income and realized gains and charge each account with its
\nshare of expenses and realized losses for the year. The trustee shall not be
\nrequired to make any separate investment of the trust fund for the accounts, and
\nmay administer and invest all funds delivered to it under the trust as one trust
\nfund.<\/p>\n<\/p>\n
\nPRIOR TO THE GRANTOR’S DEATH. The trustee shall distribute principal and
\naccumulated income credited to the rollout account to the grantor, if then
\nliving, at such times and in such amounts as the administrator shall direct.\n<\/p>\n<\/p>\n
\n
\nPRIOR TO THE GRANTOR’S DEATH. Principal and accumulated income credited to the
\ndeferred account shall not be distributed from the trust prior to the grantor’s
\nretirement or other termination of employment with Abbott or a subsidiary of
\nAbbott (the grantor’s “settlement date”); provided that, each year the
\nadministrator may direct the trustee to distribute to the grantor a portion of
\nthe income of the deferred account for that year, with the balance of such
\nincome to be accumulated in that account. The administrator shall inform the
\ntrustee of the grantor’s settlement date. Thereafter, the trustee shall
\ndistribute the amounts from time to time credited to the deferred account to the
\ngrantor, if then living, in a series of annual installments, with the amount of
\neach installment computed by one of the following methods:<\/p>\n<\/p>\n
\nequal to the sum of: (i) the amount credited to the deferred account as of the
\nend of the year in which the grantor’s settlement date occurs, divided by the
\nnumber of years over which installments are to be distributed; plus (ii) the net
\nearnings credited to the deferred account for the preceding year (excluding the
\nyear in which the grantor’s settlement date occurs).<\/p>\n<\/p>\n
\ndetermined by dividing the amount credited to the deferred account as of the end
\nof the preceding year by the difference between (i) the total number of years
\nover which installments are to be distributed, and (ii) the number of annual
\ninstallment distributions previously made from the deferred account.<\/p>\n<\/p>\n
\ninstallment) shall be approximately equal, with the amount comprised of the sum
\nof: (i) the amount of the first installment, plus interest thereon at the rate
\ndetermined under the 1986 Abbott Laboratories Management Incentive Plan,
\ncompounded annually; and (ii) the net earnings credited to the deferred account
\nfor the preceding year.<\/p>\n<\/p>\n
\ndistribution made to the grantor under this paragraph II-3 shall equal the total
\nprincipal and accumulated income then held in the trust fund. The grantor, by
\nwriting filed with the trustee and the administrator on or before the end of the
\ncalendar year in which the grantor’s settlement date occurs (or the end of the
\ncalendar year in which this trust is established, if the grantor’s settlement
\ndate has already occurred), may select both the period (which may not be less
\nthan<\/p>\n<\/p>\n
\n
\ndate occurred) over which the installment distributions are to be made and the
\nmethod of computing the amount of each installment. In the absence of such a
\nwritten direction by the grantor, installment distributions shall be made over a
\nperiod of ten years, and the amount of each installment shall be computed by
\nusing the method described in subparagraph (a) next above. Installment
\ndistributions under this Paragraph II-3 shall be made as of January 1 of each
\nyear, beginning with the calendar year following the year in which the grantor’s
\nsettlement date occurs. The administrator shall inform the trustee of the amount
\nof each installment distribution under this paragraph II-3, and the trustee
\nshall be fully protected in relying on such information received from the
\nadministrator.<\/p>\n<\/p>\n
\nGRANTOR’S DEATH. The grantor, from time to time may name any person or persons
\n(who may be named contingently or successively and who may be natural persons or
\nfiduciaries) to whom the principal of the trust fund and all accrued or
\nundistributed income therefrom shall be distributed in a lump sum or, if the
\nbeneficiary is the grantor’s spouse (or a trust for which the grantor’s spouse
\nis the sole income beneficiary), in installments, as directed by the grantor,
\nupon the grantor’s death. If the grantor directs an installment method of
\ndistribution to the spouse as beneficiary, any amounts remaining at the death of
\nthe spouse beneficiary shall be distributed in a lump sum to the executor or
\nadministrator of the spouse beneficiary’s estate. If the grantor directs an
\ninstallment method of distribution to a trust for which the grantor’s spouse is
\nthe sole income beneficiary, any amounts remaining at the death of the spouse
\nshall be distributed in a lump sum to such trust. Despite the foregoing, if
\n(i) the beneficiary is a trust for which the grantor’s spouse is the sole income
\nbeneficiary, (ii) payments are being made pursuant to this paragraph II-4 other
\nthan in a lump sum and (iii) income earned by the trust fund for the year
\nexceeds the amount of the annual installment payment, then such trust may elect
\nto withdraw such excess income by written notice to the trustee. Each
\ndesignation shall revoke all prior designations, shall be in writing and shall
\nbe effective only when filed by the grantor with the administrator during the
\ngrantor’s lifetime. If the grantor fails to direct a method of distribution, the
\ndistribution shall be made in a lump sum. If the grantor fails to designate a
\nbeneficiary as provided above, then on the grantor’s death, the trustee shall
\ndistribute the balance of the trust fund in a lump sum to the executor or
\nadministrator of the grantor’s estate.<\/p>\n<\/p>\n
\nto a distribution hereunder is under legal disability, or, in the trustee’s
\nopinion, is in any way incapacitated so as to be unable to manage his or her
\nfinancial affairs, the trustee may<\/p>\n<\/p>\n
\n
\nrelative or friend of such person for such person’s benefit. Any distribution
\nmade in accordance with the preceding sentence shall be a full and complete
\ndischarge of any liability for such distribution hereunder.<\/p>\n<\/p>\n
\nprovisions of this agreement, on the day next preceding the end of 21 years
\nafter the death of the last to die of the grantor and the grantor’s descendants
\nliving on the date of this instrument, the trustee shall immediately distribute
\nany remaining balance in the trust to the beneficiaries then entitled to
\ndistributions hereunder.<\/p>\n<\/p>\n
\nto the trust fund, have the following powers, rights and duties in addition to
\nthose provided elsewhere in this agreement or by law:<\/p>\n<\/p>\n
\nsubparagraph (b) next below, to sell, contract to sell, purchase, grant or
\nexercise options to purchase, and otherwise deal with all assets of the trust
\nfund, in such way, for such considerations, and on such terms and conditions as
\nthe trustee decides.<\/p>\n<\/p>\n
\ntrustee considers advisable; and to invest and reinvest the balance of the trust
\nfund, without distinction between principal and income, in obligations of the
\nUnited States Government and its agencies or which are backed by the full faith
\nand credit of the United States Government or in any mutual fund, common trust
\nfund or collective investment fund which invests solely in such obligations; and
\nany such investment made or retained by the trustee in good faith shall be
\nproper despite any resulting risk or lack of diversification or marketability.\n<\/p>\n<\/p>\n
\n(including the banking department of the bank acting as trustee) without
\nliability for interest, and to invest cash in savings accounts or time
\ncertificates of deposit bearing a reasonable rate of interest in any such
\ndepositary.<\/p>\n<\/p>\n
\nsubparagraph (b) above, in any common or commingled trust fund or funds
\nmaintained or administered by the trustee solely for the investment of trust
\nfunds.<\/p>\n<\/p>\n
\n
\nadministrator’s approval, such sum or sums from time to time as the trustee
\nconsiders desirable to carry out this trust, and to mortgage or pledge all or
\npart of the trust fund as security.<\/p>\n<\/p>\n
\nsubject to any dispute without liability for interest and to decline to make
\npayment or delivery thereof until final adjudication by a court of competent
\njurisdiction or until an appropriate release is obtained.<\/p>\n<\/p>\n
\nlitigation necessary in connection with the administration of this trust, except
\nthat the trustee shall not be obliged or required to do so unless indemnified to
\nthe trustee’s satisfaction.<\/p>\n<\/p>\n
\nclaims or demands.<\/p>\n<\/p>\n
\nother voting securities, to join in or oppose (alone or jointly with others)
\nvoting trusts, mergers, consolidations, foreclosures, reorganizations,
\nliquidations, or other changes in the financial structure of any corporation,
\nand to exercise or sell stock subscription or conversion rights.<\/p>\n<\/p>\n
\nin the name of a nominee, in a depositary or in any other way, with or without
\ndisclosing the trust relationship.<\/p>\n<\/p>\n
\nin undivided interests or wholly or partly in kind.<\/p>\n<\/p>\n
\nrespect to the trust; to defer making payment of any such tax if it is
\nindemnified to its satisfaction in the premises; and to require before making
\nany payment such release or other document from any lawful taxing authority and
\nsuch indemnity from the intended payee as the trustee consider necessary for its
\nprotection.<\/p>\n<\/p>\n
\nrepresentative of the grantor’s estate or the trustee or other legal
\nrepresentative of any trust created by the grantor or a trust or estate in which
\na beneficiary has an interest, even though<\/p>\n<\/p>\n
\n
\nliability for any loss that may result.<\/p>\n<\/p>\n
\ninstrument any bank or corporation qualified to act as successor trustee,
\nwherever located, as special trustee as to part or all of the trust fund,
\nincluding property as to which the trustee does not act, and such special
\ntrustee, except as specifically limited or provided by this or the appointing
\ninstrument, shall have all of the rights, titles, powers, duties, discretions
\nand immunities of the trustee, without liability for any action taken or omitted
\nto be taken under this or the appointing instrument.<\/p>\n<\/p>\n
\ninstrument any bank, wherever located, as custodian of part or all of the trust
\nfund, and each such custodian shall have such rights, powers, duties and
\ndiscretions as are delegated to it by the trustee.<\/p>\n<\/p>\n
\nor other persons, and to delegate to them such powers as the trustee considers
\ndesirable, and the trustee shall be protected in acting or refraining from
\nacting on the advice of persons so employed without court action.<\/p>\n<\/p>\n
\nin the trustee’s judgment are appropriate for the proper management, investment
\nand distribution of the trust fund.<\/p>\n<\/p>\n
\ntrust fund which is not distributed as provided in Article II shall be
\naccumulated and from time to time added to the principal of the trust. The
\ngrantor’s interest in the trust shall include all assets or other property held
\nby the trustee hereunder, including principal and accumulated income.<\/p>\n<\/p>\n
\ndeliver monthly to the administrator and annually to the grantor, if then
\nliving, otherwise to each beneficiary then entitled to distributions under this
\nagreement, a statement (or series of statements) setting forth (or which taken
\ntogether set forth) all investments, receipts, disbursements and other
\ntransactions effected by the trustee during the reporting period; and showing
\nthe trust fund and the value thereof at the end of such period.<\/p>\n<\/p>\n
\ncharges and expenses incurred in the administration of this trust, including
\ncompensation to the trustee, any compensation to agents, attorneys, accountants
\nand other persons<\/p>\n<\/p>\n
\n
\ninvestment and reinvestment of the trust fund shall be paid from the trust fund.\n<\/p>\n<\/p>\nARTICLE IV<\/strong> <\/h1>\n
GENERAL PROVISIONS<\/strong>
\n<\/h1>\n<\/p>\n
\ngrantor or other persons entitled to distributions hereunder are not subject to
\ntheir debts or other obligations and may not be voluntarily or involuntarily
\nsold, transferred, alienated, assigned or encumbered.<\/p>\n<\/p>\n
\ndisagreement between the trustee and anyone as to any act or transaction
\nreported in any accounting, the trustee shall have the right to a settlement of
\nits account by any proper court.<\/p>\n<\/p>\n
\nresponsibility is imposed on the trustee except as set forth in this agreement.
\nThe trustee is not obliged to determine whether funds delivered to or
\ndistributions from the trust are proper under the trust, or whether any tax is
\ndue or payable as a result of any such delivery or distribution. The trustee
\nshall be protected in making any distribution from the trust as directed
\npursuant to Article II without inquiring as to whether the distributee is
\nentitled thereto; and the trustee shall not be liable for any distribution made
\nin good faith without written notice or knowledge that the distribution is not
\nproper under the terms of this agreement.<\/p>\n<\/p>\n
\nnon-exercise of its powers and discretions in good faith shall be conclusive on
\nall persons. No one shall be obliged to see to the application of any money paid
\nor property delivered to the trustee. The certificate of the trustee that it is
\nacting according to this agreement will fully protect all persons dealing with
\nthe trustee.<\/p>\n<\/p>\n
\nagreement may be waived by the person entitled to such notice.<\/p>\n<\/p>\n
\nIllinois shall govern the interpretation and validity of the provisions of this
\nagreement and all questions relating to the management, administration,
\ninvestment and distribution of the trust hereby created.<\/p>\n<\/p>\n
\nall persons entitled to distributions hereunder and their respective heirs and
\nlegal representatives, and on the trustee and its successors.<\/p>\n<\/p>\n
\nmay resign at any time by giving thirty (30) days’ advance written notice to the
\nadministrator<\/p>\n<\/p>\n
\n
\nthe trustee and the grantor.<\/p>\n<\/p>\n
\nadministrator shall fill any vacancy in the office of trustee as soon as
\npracticable by written notice to the successor trustee; and shall give prompt
\nwritten notice thereof to the grantor, if then living, otherwise to each
\nbeneficiary then entitled to payments or distributions under this agreement. A
\nsuccessor trustee shall be a bank (as defined in Section 581 of the Internal
\nRevenue Code, as amended).<\/p>\n<\/p>\n
\nSUCCESSOR TRUSTEE. A trustee that resigns or is removed shall furnish promptly
\nto the administrator and the successor trustee an account of its administration
\nof the trust from the date of its last account. Each successor trustee shall
\nsucceed to the title to the trust fund vested in its predecessor without the
\nsigning or filing of any instrument, but each predecessor trustee shall execute
\nall documents and do all acts necessary to vest such title of record in the
\nsuccessor trustee. Each successor trustee shall have all the powers conferred by
\nthis agreement as if originally named trustee. No successor trustee shall be
\npersonally liable for any act or failure to act of a predecessor trustee. With
\nthe approval of the administrator, a successor trustee may accept the account
\nfurnished and the property delivered by a predecessor trustee without incurring
\nany liability for so doing, and such acceptance will be complete discharge to
\nthe predecessor trustee.<\/p>\n<\/p>\n
\nthis trust may be amended from time to time by the grantor, if then living,
\notherwise by a majority of the beneficiaries then entitled to payments or
\ndistributions hereunder, except as follows:<\/p>\n<\/p>\n
\ntrustee cannot be changed substantially without its consent.<\/p>\n<\/p>\n
\nmake the trust revocable.<\/p>\n<\/p>\n
\nall rights, titles, powers, duties, discretions and immunities imposed on or
\nreserved to the trustee, the administrator, the grantor and the beneficiaries
\nshall continue in effect, until all assets of the trust have been distributed by
\nthe trustee as provided in Article II.<\/p>\n<\/p>\n
\n
\nas of the day and year first above written.<\/p>\n<\/p>\n\n\n
\n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n
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