AbbVie 2012 Annual Report Download - page 167

The Program provides that, unless otherwise provided in a Benefit agreement, upon the occurrence
of a Change in Control of AbbVie all performance awards then outstanding will be deemed to have
been fully earned and will be immediately payable as of the date of the Change in Control.
Other Share-Based Awards and Recognition Awards
The Committee may grant other share-based awards, including stock appreciation rights and other
awards based on the value of shares of AbbVie common stock, subject to such terms and conditions as
the Committee determines are appropriate. The Committee may grant no more than one thousand
fully vested common shares in the form of recognition awards to any one individual in any one
calendar year.
The Program provides that, unless otherwise provided in a Benefit agreement, upon the occurrence
of a Change in Control of AbbVie all other share-based awards will become fully vested and all stock
appreciation rights will become fully vested and exercisable as of the date of the Change in Control.
Non-U.S. Benefits
The Committee may grant Benefits to officers and employees of AbbVie and its subsidiaries who
reside outside the United States, subject to such terms and conditions as the Committee determines are
appropriate. The Committee may amend or vary the terms of the Program to conform such terms with
the requirements of each jurisdiction where a subsidiary is located as it considers necessary or desirable
to take into account or to mitigate or reduce the burden of taxation and social security contributions
for participants and/or the subsidiary, or amend or vary the terms of the Program in a jurisdiction
where the subsidiary is located as it considers necessary or desirable to achieve the goals and objectives
of the Program. The Committee may establish one or more sub-programs for these purposes, or
establish administrative rules and procedures to facilitate the operation of the Program in such
jurisdictions. To the extent permitted under applicable law, the Committee, which may delegate its
authority and responsibilities to one or more officers of AbbVie, has delegated to the senior vice
president of human resources its authority and responsibilities with respect to the grant of Program
Benefits to officers and employees of AbbVie and its subsidiaries who reside outside the United States.
Awards to Non-Employee Directors
The Program permits each director of AbbVie who is not also an employee of AbbVie or its
subsidiaries (‘‘non-employee directors’’) to elect to receive any or all of his or her directors’ fees earned
under AbbVie’s Non-Employee Directors’ Fee Plan in the form of nonqualified stock options. The fees
earned in any year that are covered by such an election will be converted into stock options based on
an independent appraisal for such year of the value of such options. Each nonqualified stock option
due to a director under this Program will be granted annually, on the date of the annual stockholders
meeting, will be immediately exercisable and non-forfeitable, and will not be exercisable after the tenth
anniversary of the date of grant.
The Program also provides that restricted stock units automatically will be awarded to each person
elected a director of AbbVie at the annual stockholders meeting who is not also an employee of
AbbVie or its subsidiaries. The awards will be made on the date the person is elected as a director, and
each award shall cover a number of common shares with a fair market value on the award date closest
to the sum of an amount equal to six times the monthly fee under the terms of the Non-Employee
Directors’ Fee Plan on the date of the award and $50,000. The shares covered by the awards will be
fully vested on the award date. The non-employee director receiving the restricted stock units will be
entitled to receive one common share for each restricted stock unit upon the earliest of the date the
director experiences a ‘‘separation from service’’ (within the meaning of Internal Revenue Code
Section 409A), the date the director dies or the date of a Change in Control that also qualifies as a
‘‘change of control event’’ (within the meaning of Internal Revenue Code Section 409A).
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