AbbVie 2012 Annual Report Download - page 164

intended to comply with Section 162(m), AbbVie may elect to provide non-deductible compensation
under the Program.
The Program authorizes grants of options and other Benefits with respect to an aggregate of
100 million shares of AbbVie common stock, subject to adjustments as described below. The aggregate
number of shares was determined with the input of the Committee’s independent compensation
consultant and equals approximately 6.4% of AbbVie’s outstanding shares of common stock as of
January 31, 2013.
The shares of common stock covered by the Program may be either authorized but unissued shares
or shares that have been or may be reacquired by AbbVie in the open market, in private transactions
or otherwise. If there is a lapse, expiration, termination, forfeiture, or cancellation of any Benefit
granted under the Program without the issuance of shares or payment of cash thereunder, the shares
subject to such Benefit may again be used for the grant of new Benefits under the Program. Shares of
common stock that are issued under any Benefit and thereafter reacquired by AbbVie pursuant to
rights reserved upon the issuance of the shares or pursuant to the payment of the exercise price under
stock options by delivery of other shares of AbbVie common stock, common stock under options or
stock-settled stock appreciation rights that are not issued upon the net exercise or net settlement of the
option or stock appreciation rights, and shares of common stock that are exchanged by the grantee or
withheld by AbbVie to satisfy tax withholding requirements in connection with any Benefit will not be
available for subsequent awards under the Program. In addition, Benefits that may be settled only in
cash will not reduce the number of shares available for subsequent awards under the Program.
Any shares underlying Adjusted Awards will not count against the shares available for Benefits
under the Program, and the lapse, expiration, termination, forfeiture, or cancellation of any Adjusted
Award without the issuance of shares or payment of cash thereunder will not increase the number of
shares that may be used for the grant of new Benefits under the Program.
Administration
The Program provides that grants of Benefits and other determinations under the Program shall be
made by the compensation committee of the board of directors or such other committee consisting
entirely of persons who are both: (i) ‘‘disinterested persons’’ as defined in Rule 16b-3 of the Securities
and Exchange Commission; and (ii) ‘‘outside directors’’ as defined under Internal Revenue Code
Section 162(m) (the ‘‘Committee’’), except that the Committee may delegate its authority to the extent
consistent with applicable law and Securities and Exchange Commission rules, and except that the chief
executive officer may grant Benefits under the Program to eligible persons other than directors and
executive officers of AbbVie, which grants shall be reported to the Committee.
To the extent not inconsistent with the Program’s provisions, the Committee’s authority includes
the power:
• to administer the Program;
• to exercise all the power and authority either specifically granted to it under the Program or
necessary or advisable in the administration of the Program;
• to grant Benefits;
• to determine the persons to whom and the time or times at which Benefits will be granted;
• to determine the type and number of Benefits to be granted and the terms and conditions
relating to any Benefit;
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