AbbVie 2012 Annual Report Download - page 183

The Committee may, from time to time, delegate any or all of its duties, powers and authority to
any officer or officers of the Company, except to the extent such delegation would be inconsistent with
Rule 16b-3 of the Securities and Exchange Commission or other applicable law, rule or regulation. The
Chief Executive Officer of the Company may grant Benefits under the Program other than to persons
subject to Section 16(b) of the Exchange Act with respect to transactions involving equity securities of
the Company at the time that delegated authority is exercised. All such grants by the Chief Executive
Officer shall be reported annually to the Committee; however, the Committee is not required to take
any action with respect to such grants. No Committee member or delegate thereof shall be liable for
any action taken or determination made, or which the Committee member or delegate fails to take or
make, in good faith with respect to the Program or any Benefit.
3. PARTICIPANTS.
Participants in the Program shall consist of the employees of the Company or any of its
Subsidiaries who the Committee in its sole discretion may designate from time to time to receive
Benefits, optionees who are eligible to receive Replacement Options with respect to options granted
under an Abbott Stock Program that include a replacement option feature, and, solely for purposes of
receiving Benefits under Section 11 and Section 12, Non-Employee Directors of the Company. The
Committee’s designation of a person to receive a Benefit 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; (iv) prior awards to participants; and (v) other
compensation provided to participants. Notwithstanding the foregoing, Adjusted Awards may be
granted under the Program in accordance with the terms of the Employee Matters Agreement.
4. SHARES RESERVED UNDER THE PROGRAM AND ADJUSTMENTS.
Subject to adjustment as provided in this Section 4, the maximum number of Shares available for
issuance under the Program is 100,000,000 Shares (the ‘‘Share Limit’’). Such Shares may, in whole or in
part, be authorized but unissued Shares or Shares that have been or may be reacquired by the
Company in the open market, in private transactions or otherwise.
With respect to Benefits other than Adjusted Awards: (i) if there is a lapse, expiration,
termination, forfeiture or cancellation of any Benefit without the issuance of Shares or payment of cash
thereunder, the Shares reserved for such Benefit may again be used for the grant of new Benefits of
any type authorized under the Program; provided, however, that in no event may the number of Shares
issued under the Program exceed the total number of Shares reserved for issuance hereunder; and
(ii) Shares that are issued under any Benefit and thereafter reacquired by the Company pursuant to
rights reserved upon the issuance thereof, or pursuant to the payment of the exercise price of Shares
under options by delivery of other Shares, or Shares under options or stock-settled Stock Appreciation
Rights that were not issued upon the net exercise or net settlement of such options or Stock
Appreciation Rights, or Shares repurchased by the Company with the proceeds collected in connection
with the exercise of outstanding options, or Shares that are exchanged by a Grantee or withheld by the
Company to satisfy tax withholding requirements in connection with any Program Benefit shall not be
available for subsequent awards of Program Benefits. Upon the exercise of any Benefit granted in
tandem with any other Benefits, such related Benefits shall be canceled to the extent of the number of
Shares as to which the Benefit is exercised and, notwithstanding the foregoing, such number of Shares
shall no longer be available for Program Benefits. Benefits that may be settled only in cash shall not
reduce the number of Shares available for subsequent awards of Benefits.
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