AbbVie 2012 Annual Report Download - page 165

• to determine whether and to what extent a Benefit may be settled, canceled, forfeited,
accelerated, exchanged, deferred in accordance with Internal Revenue Code Section 409A or
surrendered;
• to make adjustments in the terms and conditions applicable to Benefits;
• to construe and interpret the Program and any Benefit;
• to prescribe, amend and rescind rules and regulations relating to the Program;
• to determine the terms and provisions of any Benefit agreement; and
• to make all other determinations deemed necessary or advisable for the administration of the
Program.
All determinations of the Committee will be made by the vote of a majority of its members, which
will constitute a quorum.
Eligibility
Employees of AbbVie and its subsidiaries will be eligible to receive Benefits under the Program.
Directors who are not employees of AbbVie or its subsidiaries are eligible to receive certain restricted
stock unit awards and nonqualified stock options, as described in more detail below. Because the
Committee will select the employees who will receive Benefits, the number of individuals who are
eligible to participate in the Program cannot be determined at this time. Adjusted Awards have been
granted under the Program in accordance with the Employee Matters Agreement described later in this
proxy statement.
Duration
The Program will continue in effect until the tenth anniversary of its approval by the AbbVie
stockholders, unless it is terminated earlier by the board of directors.
Adjustments
The Program provides for equitable adjustment by the Committee in the event of certain corporate
events such as a stock split, special dividend (in cash, shares or other property), merger, spin-off, or
similar occurrence affecting the shares, including, for example, adjustments to the number of shares
reserved under the Program, the number of shares covered by, or issuable pursuant to, each
outstanding Benefit, the exercise price or purchase price relating to any Benefit, the performance goals,
and the individual and share limitations under the Program.
Nonqualified Stock Options
The Program provides for the grant of nonqualified stock options (referred to herein as ‘‘stock
options’’ or ‘‘options’’). The exercise price of any stock option will be at least 100 percent of the fair
market value of the shares of common stock on the option grant date. The Committee may provide for
the payment of the exercise price in cash, by delivery of other shares of AbbVie common stock with a
market value equal to the purchase price of such shares, by withholding shares that otherwise would be
distributed to the grantee upon exercise, or by any other method approved by the Committee.
The Committee may permit or require a participant to pay all or a portion of the federal, state
and local taxes (in U.S. or non-U.S. jurisdictions), including Social Security and Medicare withholding
tax, arising in connection with the receipt or exercise of any Benefit, by having AbbVie withhold shares
or by delivering shares received in connection with the Benefit or previously acquired that have a fair
market value approximating the amount to be withheld.
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