AbbVie 2012 Annual Report Download - page 184

The maximum number of Shares with respect to which Non-Qualified Stock Options under
Section 6 and Stock Appreciation Rights under Section 9(a) may be granted to any one participant in
the aggregate in any one calendar year shall be 2,000,000 Shares. Determinations made in respect of
the limitation set forth in this paragraph shall be made in a manner consistent with Code
Section 162(m).
Notwithstanding anything in the Program to the contrary, (i) any Shares issued, or awards granted,
under the Program pursuant to Adjusted Awards shall not count against the Share Limit or the
Individual Limits, and (ii) the lapse, expiration, termination, forfeiture or cancellation of any Adjusted
Award without the issuance of Shares or payment of cash thereunder shall not result in an increase in
the number of Shares available for issuance under the Program.
Except as provided in a Benefit Agreement or as otherwise provided in the Program, if the
Committee determines that any special dividend or other distribution (whether in the form of cash,
Shares, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate
transaction or event, affects the Shares such that an equitable change or adjustment relating to the
Program or Program Benefits is appropriate, then the Committee shall make any such equitable
changes or adjustments as it deems necessary or appropriate, including by way of illustration, changes
or adjustments to any or all of (i) the number and kind of Shares or other property (including cash)
that may thereafter be issued in connection with Benefits, including the Share Limit, (ii) the number
and kind of Shares or other property issued or issuable in respect of outstanding Benefits, (iii) the
exercise price, grant price or purchase price relating to any Benefit, (iv) the Performance Goals and
(v) the individual and other limitations applicable to Benefits, including the Individual Limits; provided
that no such adjustment shall cause any Benefit hereunder which is or becomes subject to Code
Section 409A to fail to comply with the requirements of such section; and provided further that, unless
otherwise determined by the Committee, any additional Shares or other securities or property issued
with respect to Shares covered by awards granted under the Program as a result of any stock split,
combination, stock dividend, recapitalization or other adjustment event described in this Section 4 shall
be subject to the restrictions and other provisions of the original Benefit awarded under the Program.
5. TYPES OF BENEFITS.
The following Benefits, alone or in combination, may be granted under the Program:
(i) Nonqualified Stock Options, (ii) Restricted Stock Awards, (iii) Restricted Stock Units,
(iv) Performance Awards, (v) Other Share-Based Awards (including Stock Appreciation Rights,
dividend equivalents and recognition awards), (vi) awards to Non-Employee Directors, and (vii) Foreign
Benefits, all as described below.
6. NON-QUALIFIED STOCK OPTIONS.
(a) In General.
The Committee may grant Nonqualified Stock Options to Grantees which may be subject to such
restrictions, terms and conditions as the Committee shall determine in its sole discretion and as shall be
evidenced by the applicable Benefit Agreement.
The Committee shall determine the exercise price for each Share purchasable under an option, but
in no event shall the exercise price per Share be less than the Fair Market Value of a Share on the
option’s date of grant. The exercise price shall be paid in full at the time of exercise, and payment may
be made as determined by the Committee, including: (i) in cash, which may be paid by check, or other
instrument acceptable to the Company; (ii) unless otherwise provided in the Benefit Agreement, in
Shares having a then market value equal to the aggregate exercise price (including by withholding
Shares that otherwise would be distributed to the Grantee upon exercise of the option); (iii) delivery of
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